S-1

As Filed With the Securities and Exchange Commission on June 10, 2005

Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-1

Registration Statement
Under
The Securities Act of 1933

Wauwatosa Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Wisconsin	6035
(State or other jurisdiction	(Primary Standard Industrial	(I.R.S. Employer
of incorporation or organization)	Classification Code Number)	Identification No.)

11200 West Plank Court
Wauwatosa, Wisconsin 53226
(414) 258-5880

(Address, including Zip Code, and telephone number,
including area code, of Registrant’s principal executive offices)

Donald J. Stephens
Wauwatosa Holdings, Inc
11200 West Plank Court
Wauwatosa, Wisconsin 53226
(414) 258-5880

(Name, address, including zip Code, and telephone number,
including area code, of agent for service)

Copies To:

James D. Friedman, Esq.	Alan Schick, Esq.
Hoyt R. Stastney, Esq.	Kent M. Krudys, Esq.
Quarles & Brady LLP	Luse Gorman Pomerenck & Schick, P.C.
411 East Wisconsin Avenue	5335 Wisconsin Avenue, N.W. Suite 400
Milwaukee, Wisconsin 53202	Washington, DC 20015
(414) 277-5000	(312) 258-5548

     Approximate Date of Commencement of Proposed Sale of the Securities to the Public: As soon as practicable after this registration statement becomes effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o______

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o______

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o______

     If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o______

Calculation of Registration Fee

				Proposed
		Proposed		Maximum
	Amount	Maximum		Aggregate		Amount of
Title of Each Class of	to be	Offering Price		Offering		Registration
Securities to be Registered	Registered	Per Unit		Price (2)		Fee (2)
Common Stock, $.01 par value	9,627,139 shares(1)	$	10.00	$	96,271,390	$	11,332

(1)	Includes shares of Common Stock to be issued to the Waukesha County Community Foundation, Inc., a public charitable foundation.
(2)	Estimated under Rule 457, based upon the offering price, solely for the purpose of calculating the registration fee.

     The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Wauwatosa Holdings, Inc.

Holding Company for Wauwatosa Savings Bank

up to 7,935,000 Shares of Common Stock

     Wauwatosa Savings Bank, Wauwatosa, Wisconsin, is reorganizing into the mutual holding company form of organization. Wauwatosa Savings Bank will become a wholly-owned subsidiary of Wauwatosa Holdings, Inc., a Wisconsin stock corporation to be formed as part of the reorganization that will be the direct holder of all of the shares of Wauwatosa Savings Bank’s stock. As part of the reorganization, Wauwatosa Holdings is offering for sale up to 7,935,000 shares of its common stock. The shares being offered represent 30% of Wauwatosa Holdings’ outstanding common stock following the offering. In addition, we intend to issue shares of Wauwatosa Holdings common stock as a contribution to a charitable foundation equal to 5.50% of the total of the shares sold in the offering and those contributed to the charitable foundation, or 1.65% of all shares issued and outstanding following the offering. After the offering, approximately 68.35% of Wauwatosa Holdings’ outstanding common stock will be owned by Lamplighter Financial, MHC, our Wisconsin-chartered mutual holding company parent to be formed as part of the reorganization.

     We must sell a minimum of 5,865,000 shares in order to complete the offering, and we will terminate the offering if we do not sell the minimum number of shares. We may sell up to 9,125,250 shares because of regulatory considerations or changes in market or economic conditions without resoliciting subscribers. The offering is scheduled to terminate at noon, Wisconsin time, on                     , 2005. We may extend the termination date without notice to you, until                     , 2005, unless the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation approve a later date, which may not be beyond                      ___, 200_.

     The minimum purchase is 25 shares of common stock. The maximum purchase that an individual may make through a single deposit account is $500,000, and no person by himself, or with an associate or group of persons acting in concert may purchase more than $500,000. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond                     , 2005. If the offering is extended beyond                     , 2005, subscribers will have the right to modify or rescind their stock purchase orders. Funds received prior to the completion of the offering will be held in an account at Wauwatosa Savings Bank and will bear interest at our regular savings rate, which is currently 0.50% APY. If the offering is terminated, subscribers will have their funds returned promptly, with interest.

     Keefe, Bruyette & Woods, Inc. will use its best efforts to assist us in selling our common stock, but is not obligated to purchase any of the common stock that is being offered for sale. Subscribers will not pay any commissions to purchase shares of common stock in the offering. There is currently no public market for the common stock. Keefe, Bruyette & Woods, Inc. has advised us that it intends to make a market in the common stock, but is under no obligation to do so. We expect that the common stock of Wauwatosa Holdings will be quoted on the Nasdaq National Market under the symbol “___”.

This investment involves risk, including the possible loss of principal.

Please read the “Risk Factors” beginning on page [___].

OFFERING SUMMARY

Price: $10.00 per share

					Adjusted
	Minimum		Maximum		Maximum
Number of shares		5,865,000		7,935,000		9,125,250
Estimated offering expenses excluding underwriting commissions and expenses	$	1,372,000	$	1,372,000	$	1,372,000
Underwriting commissions and expenses (1)	$	647,374	$	836,904	$	945,883
Net proceeds	$	56,630,626	$	77,141,096	$	88,934,617
Net proceeds per share	$	9.66	$	9.72	$	9.75

(1) Includes $130,000 of underwriter’s expenses. See “THE REORGANIZATION AND STOCK OFFERING—Plan of Distribution and Marketing Arrangements” on page [_] for a discussion of Keefe, Bruyette & Woods, Inc.’s compensation for this offering.

     THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE WISCONSIN DEPARTMENT OF FINANCIAL INSTITUTIONS, THE FEDERAL DEPOSIT INSURANCE CORPORATION, NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES OR HAS DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                        
Keefe, Bruyette & Woods
For information on how to subscribe, call the Stock Information Center at (___) ___ -______.
The date of this prospectus is                     , 2005

[MAP]

TABLE OF CONTENTS

SUMMARY	5
RISK FACTORS	23
FORWARD LOOKING STATEMENTS	31
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	32
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING	34
OUR POLICY REGARDING DIVIDENDS	35
MARKET FOR OUR COMMON STOCK	36
REGULATORY CAPITAL COMPLIANCE	36
CAPITALIZATION	37
UNAUDITED PRO FORMA DATA	39
COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE FOUNDATION	44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
BUSINESS OF WAUWATOSA HOLDINGS, INC.	65
BUSINESS OF WAUWATOSA SAVINGS BANK	65
FEDERAL AND STATE TAXATION	95
SUPERVISION AND REGULATION	97
MANAGEMENT	114
THE REORGANIZATION AND STOCK OFFERING	127
WAUKESHA COUNTY COMMUNITY FOUNDATION, INC.	147
RESTRICTIONS ON THE ACQUISITION OF WAUWATOSA HOLDINGS AND WAUWATOSA SAVINGS BANK	150
DESCRIPTION OF CAPITAL STOCK OF WAUWATOSA HOLDINGS, INC.	156
TRANSFER AGENT AND REGISTRAR	158
LEGAL AND TAX MATTERS	159
CHANGES IN WAUWATOSA SAVINGS’ CERTIFYING ACCOUNTANT	159
EXPERTS	159
WHERE YOU CAN FIND MORE INFORMATION	160
REGISTRATION REQUIREMENTS	161
INDEX TO WAUWATOSA SAVINGS BANK CONSOLIDATED FINANCIAL STATEMENTS	F-1

SUMMARY

     The following summary explains selected information regarding the reorganization, the offering of common stock by Wauwatosa Holdings, Inc. and the business of Wauwatosa Savings Bank. We have included a summary of material information; however, no summary can contain all the information that may be important to you. For additional information, you should read this prospectus carefully, including the consolidated financial statements and the notes to the consolidated financial statements.

Our Reorganization

     Wauwatosa Savings Bank is reorganizing into the mutual holding company form of organization. As part of the reorganization, we will form Wauwatosa Holdings, Inc., a mid-tier stock holding company, and Lamplighter Financial, MHC, a mutual holding company. As part of the transaction, Wauwatosa Savings Bank will convert from a mutual to a stock savings bank. At the conclusion of the reorganization, Wauwatosa Holdings will own all of the stock of Wauwatosa Savings Bank and, in turn, will be partially owned by Lamplighter Financial, MHC. In this prospectus, we refer to Wauwatosa Savings Bank, both before and after the reorganization, as Wauwatosa Savings, and to Wauwatosa Holdings, Inc. as Wauwatosa Holdings.

     The same directors who manage Wauwatosa Savings will manage Wauwatosa Holdings and Lamplighter Financial, MHC. Certain of the officers from Wauwatosa Savings will serve as officers of both Wauwatosa Holdings and Lamplighter Financial, MHC, without additional compensation.

     This chart shows our current ownership structure.

     This chart shows our new ownership structure, which is commonly referred to as the two-tier mutual holding company structure. The new structure reflects completion of the reorganization and the stock offering.

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The Companies

     Lamplighter Financial, MHC

     As part of our reorganization, Wauwatosa Savings will organize Lamplighter Financial, MHC as a Wisconsin-chartered mutual savings bank holding company which will be registered as a bank holding company with the Federal Reserve. After the completion of the stock offering, Lamplighter Financial, MHC is expected to own 68.35% of Wauwatosa Holdings’ outstanding common stock. So long as Lamplighter Financial, MHC exists, it is required to own a majority of the voting stock of Wauwatosa Holdings. As a result, shareholders other than Lamplighter Financial, MHC will not be able to exercise voting control over most matters put to a vote of shareholders of Wauwatosa Holdings. Lamplighter Financial, MHC, through its Board of Directors, will be able to exercise voting control over most matters put to a vote of shareholders. Lamplighter Financial, MHC’s main office is located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and its telephone number is (414) 761-1000.

     Wauwatosa Holdings, Inc.

     Upon completion of the reorganization and offering, Wauwatosa Holdings will be the Wisconsin-chartered mid-tier stock holding company for Wauwatosa Savings, and will own 100% of the common stock of Wauwatosa Savings. Wauwatosa Holdings will not initially have any significant assets other than the stock of Wauwatosa Savings and the proceeds retained from the stock offering. Wauwatosa Holdings has not engaged, and does not currently intend to engage in any business activity after the offering other than owning the common stock of Wauwatosa Savings and investing in marketable securities. Wauwatosa Holdings’ main office is located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and its telephone number is (414) 761-1000.

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     Wauwatosa Savings Bank

     Wauwatosa Savings Bank is a Wisconsin-chartered savings bank headquartered in Wauwatosa, Wisconsin, a suburb of Milwaukee. Wauwatosa Savings was originally founded in 1921 as a state-chartered building and loan association. Wauwatosa Savings conducts substantially all of its business from six banking offices. Wauwatosa Savings’ executive officers are located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and its telephone number is (414) 761-1000.

     At March 31, 2005, we had total assets of $1.34 billion, total deposits of $ 1.09 billion and equity of $130 million. Our principal business activities include the origination of mortgage loans secured by one- to four-family residential real estate, over four-family real estate, commercial real estate, and residential construction loans. Wauwatosa Savings offers a variety of deposit accounts, including non-interest- and interest-bearing demand deposits, savings and money market deposits and certificates of deposit. Deposits, particularly certificates of deposit, are our primary source of funds for our lending and investing activities.

Business Strategy

     Some highlights of our business strategy are as follows:

•   Remaining a Community-Oriented Institution. Our focus will be to retain our essentially mutual, community oriented charter and reinvest the proceeds of the offering consistent with our historical and continued commitment to meet the financial needs of the communities we serve and provide quality personal service to our customers.

•   Continuing Emphasis on Residential Real Estate Lending. We intend to continue our emphasis on the origination of residential real estate loans, especially over four-family loans. Expanded product offerings will help leverage our planned branch network expansion.

•   Expansion within Our Market Area. We plan to expand our branch network in the next few years by adding one to two branches each year within our existing market area, defined as Milwaukee and Waukesha counties and each of the other six contiguous counties. The additional capital raised in the offering will provide support for this growth.

•   Maintaining High Asset Quality. We have emphasized maintaining strong asset quality by following conservative underwriting criteria, and by exclusively originating loans secured by real estate in relatively favorable economic and real estate market conditions.

     For a more detailed description of our products and services see “BUSINESS OF WAUWATOSA SAVINGS BANK” beginning on page ___. See also “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

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OPERATIONS—Business Strategy” beginning on page ___ for a discussion of our business strategy.

The Plan of Reorganization and Minority Stock Issuance

     The Board of Directors of Wauwatosa Savings adopted the Plan of Reorganization, including the Stock Issuance Plan, on May 17, 2005, as amended on June 3, 2005, under which: (i) Wauwatosa Holdings and Lamplighter Financial, MHC will be formed and (ii) Wauwatosa Holdings will issue a minority of its capital stock to persons other than Lamplighter Financial, MHC as described immediately below. Upon completion of the reorganization, Wauwatosa Holdings will own 100% of the common stock of Wauwatosa Savings. Lamplighter Financial, MHC will own a majority of the shares and will have control of Wauwatosa Holdings. Wauwatosa Savings, Wauwatosa Holdings, and Lamplighter Financial, MHC will all be Wisconsin chartered.

The Stock Offering

     State and federal law require that Lamplighter Financial, MHC own a majority of the outstanding shares of common stock of Wauwatosa Holdings. Accordingly, the shares that we are permitted to sell in the stock offering must represent a minority of our outstanding shares of common stock. Based on these restrictions, Wauwatosa Savings’ Board of Directors has decided to sell 30% of Wauwatosa Holdings’ outstanding shares of common stock in the stock offering. In addition, we intend to contribute shares of common stock, equal to 1.65% of the shares outstanding following the offering, to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation, a local charitable foundation. The remaining 68.35% will be held by Lamplighter Financial, MHC.

     Lamplighter Financial, MHC has no plans, understandings or agreements, whether written or oral, to sell or otherwise dispose of its majority ownership interest in the common stock of Wauwatosa Holdings. However, Lamplighter Financial, MHC may convert to stock form in the future by offering its interest in Wauwatosa Holdings for sale to depositors and others in a subscription and community offering. Lamplighter Financial, however, has no plans to convert to stock form.

Reasons for the Reorganization and the Stock Offering

     The primary reasons for the reorganization and our decision to conduct the offering are to: (1) change our form of organization into a stock form, which will provide us with greater operating flexibility and allow us to better compete with other financial institutions; (2) increase our capital to support future growth and profitability; (3) offer our depositors, employees, management and directors an equity ownership interest in Wauwatosa Holdings and thereby obtain an economic interest in its future success; and (4) retain the characteristics of a mutual organization. The mutual holding company structure will allow our mutual holding company to retain voting control over most decisions to be made by Wauwatosa Holdings shareholders.

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     The reorganization and the capital raised in the offering is expected to:

(1)	Help us remain an independent community bank by giving us the financial strength to grow our bank and better enable us to serve our customers in our market area;
(2)	Enable us to increase lending limits and support our emphasis on over four-family real estate lending;
(3)	Provide additional funding to continue the growth of our branch network in our market area;
(4)	Help us retain and attract qualified management through stock-based compensation plans; and
(5)	Enhance our ability to support the communities we serve through the funding of the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation.

Terms of the Offering

     We are offering between 5,865,000 and 7,935,000 shares of common stock of Wauwatosa Holdings to qualified depositors, tax-qualified employee plans, members, officers, directors, and employees of Wauwatosa Savings and to the public to the extent shares remain available. The offering price of the shares of common stock is $10.00 per share.

     The maximum number of shares we sell in the offering may increase by up to 15%, to 9,125,250 shares, as a result of regulatory considerations, strong demand for the shares of common stock in the offering, or positive changes in financial markets in general and with respect to financial institution stocks in particular. Unless the pro forma market value of Wauwatosa Holdings decreases below $195.5 million or increases above $304.2 million, you will not have the opportunity to change or cancel your stock purchase order.

     Keefe, Bruyette & Woods, Inc., our marketing advisor in connection with the offering, will use its best efforts to assist us in selling our shares of common stock, but Keefe, Bruyette & Woods, Inc. is not obligated to purchase any shares in the offering.

     We also intend to contribute shares of common stock to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation, equal to 5.50% of the total of the shares sold in the offering, representing 1.65% of all shares issued and outstanding after the offering.

Persons Who May Order Stock in the Offering

     We are offering the shares of common stock of Wauwatosa Holdings in a “subscription offering” in the following descending order of priority:

(1)   Depositors who had accounts at Wauwatosa Savings with aggregate balances of at least $50 on April 30, 2004;

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(2)	The tax-qualified employee benefit plans of Wauwatosa Savings (including our employee stock ownership plan);
(3)	Depositors who had accounts at Wauwatosa Savings with aggregate balances of at least $50 on                     , 2005 who do not qualify under priority (1) above;
(4)	Depositors on                     , 2005, who do not qualify under priorities (1) or (3) above; and
(5)	Employees, officers and directors of Wauwatosa Savings or Wauwatosa Holdings who do not qualify under one of the previous priorities.

     Our employee stock ownership plan intends to purchase 8% of the total of the shares sold in the offering and those contributed to the charitable foundation if sufficient shares remain following the satisfaction of orders from subscribers in the first category. If insufficient shares remain, our employee stock ownership plan intends to purchase such shares in the open market following the reorganization.

     If any shares of our common stock remain unsold in the subscription offering, we will offer such shares for sale in a community offering. Natural persons residing in Milwaukee, Waukesha, Ozaukee, Washington, Dodge, Jefferson, Walworth and Racine Counties, Wisconsin will have a purchase preference in any community offering. Shares also may be offered to the general public. The community offering, if any, may commence concurrently with, during or promptly after, the subscription offering. We also may offer shares of common stock not purchased in the subscription offering or the community offering through a syndicate of brokers in what is referred to as a syndicated community offering. The syndicated community offering, if necessary, would be managed by Keefe, Bruyette & Woods, Inc. and would commence as soon as practicable after the termination of the subscription offering and would be open to the general public beyond the local community. We have the right to accept or reject, in our sole discretion, any orders received in the community offering and the syndicated community offering.

     To ensure a proper allocation of stock, each eligible account holder must list on his or her stock purchase order form all deposit accounts in which he or she had an ownership interest on the earliest of the three qualifying dates. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation. We will strive to identify your ownership in all accounts, but cannot guarantee that we will identify all accounts in which you have an ownership interest. Our interpretation of the terms and conditions of the Plan of Reorganization and Stock Issuance Plan and of the acceptability of the stock purchase order forms will be final.

Limits on the Amount of Common Stock You May Purchase

     The minimum purchase is 25 shares of common stock. Generally, no individual, or individuals through a single account, may purchase more than $500,000 (50,000 shares of common stock). If any of the following persons purchase shares of common stock, their purchases when combined with your purchases cannot exceed $500,000 (50,000 shares of common stock):

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•   Your parents, spouse, sisters, brothers, children, or anyone married to any of these persons, who live in the same house as you;

•   Persons exercising subscription rights through qualifying deposits registered to the same address;

•   Companies, trusts or other entities in which you have a 10% or greater financial interest or hold a management position; or

•   Other persons who may be acting together with you as associates or persons acting in concert.

     A detailed discussion of the limitations on purchases of common stock by an individual and persons acting together is set forth under the caption “THE REORGANIZATION AND STOCK OFFERING—Limitations on Common Stock Purchases” beginning on page ___.

     Subject to regulatory approval, we may increase or decrease the purchase limitations in the offering at any time. Our tax-qualified benefit plans, including our employee stock ownership plan, are authorized to purchase up to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation without regard to these purchase limitations.

How We Determined to Offer Between 5,865,000 Shares and 7,935,000 Shares and the $10.00 Price Per Share

     We decided to offer between 5,865,000 shares and 7,935,000 shares, which is our offering range, based on an independent appraisal of our pro forma market value prepared by RP Financial, LC, a firm experienced in appraisals of financial institutions. RP Financial is of the opinion that as of May 20, 2005, the estimated pro forma market value of the common stock of Wauwatosa Holdings on a fully converted basis was between $195.5 million and $264.5 million with a midpoint of $230.0 million. The term “fully converted” means that RP Financial assumed that 100% of our common stock had been sold to the public, rather than the 31.65% that will be issued in the offering and contributed to the charitable foundation.

     In preparing its appraisal, RP Financial considered the information contained in this prospectus, including our consolidated financial statements. RP Financial also considered the following factors, among others:

•   the present and projected operating results and financial condition of Wauwatosa Holdings and Wauwatosa Savings and the economic and demographic conditions in Wauwatosa Savings’ existing market area;

•   certain historical, financial and other information relating to Wauwatosa Savings;

•   a comparative evaluation of the operating and financial statistics of Wauwatosa Savings with those of other similarly situated publicly traded savings banks and mutual holding companies;

•   the aggregate size of the common stock offering;

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•   the impact of the stock offering on Wauwatosa Holdings’ consolidated equity and earnings potential; and

•   the trading market for securities of comparable institutions and general conditions in the market for such securities.

     In addition, we intend to issue shares of common stock to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation. The shares will be equal to 5.50% of the total of the shares sold in the offering, representing 1.65% of all shares issued and outstanding after the offering. The contribution of common stock to the charitable foundation will have the effect of reducing our pro forma valuation. See “COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE FOUNDATION” beginning on page ___of this prospectus.

     In reviewing the appraisal, our Board of Directors considered the methodologies and the appropriateness of the assumptions used by RP Financial in addition to the factors listed above, and our Board of Directors believes that these assumptions were reasonable.

     The Board of Directors determined that the common stock should be sold at $10.00 per share and that 31.65% of the shares of our common stock should be issued in the offering (including the shares issued to the charitable foundation), and 68.35% should be held by Lamplighter Financial, MHC, after giving effect to the contribution of common stock to the charitable foundation. Based on the estimated valuation range and the purchase price, the number of shares of our common stock that will be outstanding upon completion of the stock offering will range from 19,550,000 to 26,450,000 (subject to adjustment to 30,417,500), and the number of shares of our common stock that will be sold in the stock offering will range from 5,865,000 shares to 7,935,000 shares (subject to adjustment to 9,125,250 shares), with a midpoint of 6,900,000 shares. The number of shares that Lamplighter Financial, MHC will own after the offering will range from 13,362,425 shares to 18,078,575 shares (subject to adjustment to 20,790,361 shares). The estimated valuation range may be amended with the approval of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, if required, or if necessitated by subsequent developments in the financial condition of Wauwatosa Savings or market conditions generally.

     The appraisal will be updated before we complete the stock offering. If the pro forma market value of the common stock (including the shares retained by Lamplighter Financial, MHC) at that time is either below $195.5 million or above $304.2 million, then, after consulting with the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, we may: terminate the stock offering and return promptly all funds; extend or hold a new subscription or community offering, or both; establish a new offering range and commence a resolicitation of subscribers; or take such other actions as may be permitted by the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. Under such circumstances, we will notify you, and you will have the opportunity to change or cancel your stock purchase order. In no event may the stock offering be extended beyond                      ___, 200_.

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     Two measures that some investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “book value” and the ratio of the offering price to the issuer’s annual net income. RP Financial considered these ratios, among other factors, in preparing its appraisal. Book value is the same as total equity and represents the difference between the issuer’s assets and liabilities. RP Financial’s appraisal also incorporates an analysis of a peer group of publicly traded mutual holding companies that RP Financial considered to be comparable to us.

     The following table presents a summary of selected pricing ratios for the peer group companies and for us utilized by RP Financial in its appraisal. These ratios are based on earnings for the 12 months ended March 31, 2005 and book value as of March 31, 2005.

	Price to			Price to Book
	Earnings Multiple			Value Ratio
Wauwatosa Holdings (pro forma):
Maximum		28.71	x		132.98	%
Minimum		21.25	x		108.46	%
Peer group companies as of May 20, 2005:
Average		31.97	x		193.75	%
Median		32.44	x		185.57	%

     The following table presents a summary of selected pricing ratios for the peer group companies with such ratios adjusted to their fully converted equivalent basis, and the resulting pricing ratios for Wauwatosa Holdings on a fully converted equivalent basis (i.e., the pro forma market value of Wauwatosa Savings assuming that 100% of the shares of Wauwatosa Savings were sold in a public offering). Compared to the average fully converted pricing ratios of the peer group, Wauwatosa Holdings’ pro forma fully converted pricing ratios at the maximum of the offering range indicated a premium of 6.7% on a price-to-earnings basis and a discount of 18.8% on a price-to-book basis. At the minimum and maximum of the valuation range a share of common stock is priced at 21.11 times and 28.50 times Wauwatosa Holdings’ earnings. The peer group companies, as of May 20, 2005, traded on average at 26.70 times earnings. The median trading price of the peer group common stock was at 26.53 times earnings. At the minimum and maximum of the valuation range, the common stock is valued at 66.97% and 75.77%, respectively, of Wauwatosa Holdings’ pro forma book value. This represents a discount to the average trading price to book value of peer group companies, which as of May 20, 2005, averaged 93.36%. As of May 20, 2005, the median trading price of peer group companies was 91.20% of the book value of these companies.

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	Fully Converted			Fully Converted
	Equivalent at			Equivalent Pro Forma
	Pro Forma Price to			Price to Book
	Earnings Multiple			Value Ratio
Wauwatosa Holdings
Maximum		28.50	x		75.77	%
Minimum		21.11	x		66.97	%
Valuation of peer group companies as of May 20, 2005
Average		26.70	x		93.36	%
Medians		26.53	x		91.20	%

     In preparing the fully converted pricing ratio analysis, RP Financial assumed offering expenses equal to 2.0% of the gross proceeds, a pre-tax reinvestment rate of 3.43% of the net proceeds of the offering, a tax rate of 36.50%, purchases by the employee stock ownership plan equal to 8.0% of the offered shares, funded with a loan from Wauwatosa Holdings with a 10 year term, purchases by the recognition and retention plan equal to 4.0% of the offered shares with a five-year vesting scheduled and the adoption of a stock option plan equal to 10.0% of the offered shares. Shares of common stock purchased by the recognition and retention plan were assumed at $10.00 per share. The stock options were assumed to be granted with an exercise price of $10.00 per share, vest over a five-year period and have a term of 10 years.

     The independent appraisal does not indicate stock market value. Do not assume or expect that Wauwatosa Holdings’ valuation as indicated above means that the common stock will trade at or above the $10.00 purchase price after the stock offering.

After-Market Performance of Mutual-to-Stock Conversions

     The following table provides information regarding the after market performance of the “first step” mutual holding company offerings completed from January 1, 2004 through May 20, 2005. As part of its appraisal of our pro forma market value, RP Financial considered the after market performance of mutual-to-stock conversions completed in the three months prior to May 20, which was the date of its appraisal report. RP Financial considered information regarding the new issue market for converting thrifts as part of its consideration of the market for thrift stocks.

“First-Step” Mutual Holding Company Offerings with
Completed Closing Dates between January 1, 2004 and May 20, 2005

	Price Performance from Initial Trading Date(1)
													Through May 20,
Company Name	Ticker	IPO Date		1 day			1 week			1 month			2005
FedFirst Financial Corp.	FFCO		04/07/05		-6.6	%		-9.3	%		-14.5	%		-12.0	%
Brooklyn Federal Bancorp, Inc.	BFSB		04/06/05		-0.5	%		-1.0	%		-5.0	%		0.0	%
Prudential Bancorp of PA Inc.	PBIP		03/30/05		-1.5	%		-6.5	%		-12.5	%		-4.0	%
Kentucky First Federal Bancorp	KFFB		03/03/05		7.9	%		12.0	%		12.4	%		15.0	%
Kearny Financial Corp.	KRNY		02/24/05		13.9	%		15.0	%		11.3	%		7.3	%
Home Federal Bancorp of LA	HFBL		01/21/05		-1.0	%		0.5	%		-0.8	%		-1.0	%
BV Financial, Inc.	BVFL		01/14/05		-6.5	%		-5.0	%		-0.7	%		-12.5	%
Georgetown Bancorp, Inc.	GTWN		01/06/05		2.0	%		-0.5	%		0.5	%		-7.5	%

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	Price Performance from Initial Trading Date(1)
													Through May 20,
Company Name	Ticker	IPO Date		1 day			1 week			1 month			2005
SFSB, Inc.	SFBI		12/31/04		7.5	%		-0.9	%		-1.5	%		-14.5	%
Ocean Shore Holding Co.	OSHC		12/22/04		21.5	%		22.0	%		6.3	%		5.0	%
Lincoln Park Bancorp, Inc.	LPBC		12/20/04		10.0	%		12.5	%		0.0	%		-10.0	%
Abington Community Bancorp, Inc.	ABBC		12/17/04		33.5	%		33.0	%		29.0	%		16.6	%
Home Federal Bancorp, Inc.	HOME		12/07/04		24.9	%		26.8	%		23.3	%		17.8	%
Atlantic Coast Federal Corp.	ACFC		10/05/2004		17.5	%		23.1	%		30.0	%		22.3	%
PSB Holdings, Inc.	PSBH		10/05/2004		5.0	%		6.0	%		5.0	%		4.0	%
Naugatuck Valley Financial Corp.	NVSL		10/01/2004		8.0	%		8.1	%		8.0	%		2.9	%
SI Financial Group Inc.	SIFI		10/01/2004		12.0	%		10.6	%		10.3	%		2.0	%
First Federal Financial Services, Inc.	FFFS		06/29/2004		15.0	%		22.5	%		35.0	%		42.5	%
Monadnock Community Bancorp, Inc.	MNCK		06/29/2004		3.8	%		0.0	%		-3.8	%		62.5	%
Osage Federal Financial, Inc.	OFFO		04/01/2004		20.0	%		22.5	%		9.5	%		34.0	%
Wawel Savings Bank	WAWL		04/01/2004		29.5	%		25.0	%		12.5	%		-0.5	%
K-Fed Bancorp	KFED		03/31/2004		34.9	%		29.3	%		15.9	%		17.1	%
Citizens Community Bancorp	CZWI		03/30/2004		23.7	%		27.5	%		18.0	%		37.5	%
Clifton Savings Bancorp, Inc.	CSBK		03/04/2004		22.5	%		37.8	%		32.9	%		5.0	%
Cheviot Financial Corp.	CHEV		01/06/2004		33.2	%		33.5	%		34.2	%		11.5	%
Average					13.7	%		13.8	%		10.2	%		9.6	%
Median					12.0	%		12.5	%		9.5	%		5.0	%

⁽¹⁾ Source SNL DataSource.

     This table is not intended to be indicative of how our stock may perform. Furthermore, this table presents only short-term price performance with respect to several companies that only recently completed their initial public offerings and may not be indicative of the longer-term stock price performance of these companies. Stock price appreciation is affected by many factors, including, but not limited to general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. The companies listed in the table above may not be similar to Wauwatosa Holdings, the pricing ratios for their stock offerings may be different from the pricing ratios for Wauwatosa Holdings common stock and the market conditions in which these offerings were completed may be different from current market conditions. Any or all of these differences may cause our stock to perform differently from these other offerings. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “RISK FACTORS” beginning on page ___.

     You should be aware that, in certain market conditions, stock prices of thrift IPOs have decreased. For example, as the above table illustrates, the stock of 10 companies traded at or below their initial offering price at various times through May 20, 2005. We can give you no assurance that our stock will not trade below the $10.00 purchase price or that our stock will perform similarly to other recent first-step mutual holding company offerings.

Our Issuance of Shares of Common Stock to the Charitable Foundation

     To further our responsibility to our local community, we intend to contribute shares of our common stock to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation. We will issue shares of our common stock, ranging from 322,575 shares at the

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minimum of the valuation range to 501,889 shares at the maximum, as adjusted, of the valuation range, having an initial market value of $3.2 million at the minimum of the valuation range and $5.0 million at the maximum, as adjusted, of the valuation range, to the charitable foundation. We do not expect, at the present time, to issue additional shares of common stock or make other contributions to the charitable foundation in the future. As a result of the issuance of shares to the charitable foundation, we will record an after-tax expense of approximately $2.0 million at the minimum of the valuation range and of approximately $3.2 million at the maximum, as adjusted, of the valuation range, during the quarter in which the stock offering is completed. The Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation is dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate.

     Contributing shares of common stock to the charitable foundation will:

•   dilute the voting interests of purchasers of shares of our common stock in the offering; and

•   result in an expense, and a reduction in earnings during the quarter in which the offering closes and the contribution is made, equal to the full amount of the contribution to the charitable foundation, offset in part by a corresponding tax benefit.

     The funding of the charitable foundation has been unanimously approved by the disinterested members of the board of directors of Wauwatosa Savings.

     See “RISK FACTORS—The Issuance of Shares to the Charitable Foundation Will Dilute Your Ownership Interests and Adversely Affect Net Income” on page ___,“COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE FOUNDATION” on page ___, and “WAUKESHA COUNTY COMMUNITY FOUNDATION, INC.” on page ___.

How You May Pay for Your Shares

     In the subscription offering and the community offering you may pay for your shares only by:

(1)	personal check, bank check or money order; or
(2)	authorizing us to withdraw money from your deposit account(s) maintained with Wauwatosa Savings.

     If you wish to use your individual retirement account at Wauwatosa Savings to pay for your shares, please be aware that federal law requires that such funds first be transferred to a self-directed retirement account with a trustee other than Wauwatosa Savings. The transfer of such funds to a new trustee takes time, so please make arrangements as soon as possible. Contact the Stock Information Center for further information. Also, please be aware that Wauwatosa Savings is not permitted to lend funds to anyone for the purpose of purchasing shares of common stock in the offering.

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     You can subscribe for shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment, provided we receive the stock order form before noon, Wisconsin time,                     , 2005, when the offering will end. We will pay interest at Wauwatosa Savings’ regular savings rate from the date funds are received until completion or termination of the offering. Withdrawals from certificates of deposit at Wauwatosa Savings for the purpose of purchasing common stock in the offering may be made without incurring an early withdrawal penalty and will continue to earn interest at the contract rate until the offering is completed. All funds authorized for withdrawal from deposit accounts with Wauwatosa Savings must be in the deposit accounts at the time the stock order form is received. However, funds will not be withdrawn from the accounts until the offering is completed and will continue to earn interest at the applicable deposit account rate until the completion of the offering. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you. After we receive an order, the order cannot be revoked or changed, except with our consent. Payment may not be made by wire transfer or any other electronic transfer of funds. In addition, we are not required to accept copies or facsimiles of order forms.

     For a further discussion regarding the stock ordering procedures see “THE REORGANIZATION AND STOCK OFFERING—Prospectus Delivery and Procedure for Purchasing Shares” on page ___.

You May Not Sell or Transfer Your Subscription Rights

     If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the shares of common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone who we believe sells or gives away his or her subscription rights. We will not accept your stock order if we have reason to believe that you sold or transferred your subscription rights. We have the right to reject any order submitted in the offering by a person we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent, the terms and conditions of the Plan of Reorganization and Stock Issuance Plan.

Deadline for Orders of Common Stock

     If you wish to purchase shares of common stock, we must receive your properly completed stock order form, together with payment for the shares, no later than noon, Wisconsin time, on                     , 2005, unless we extend this deadline. You may submit your stock order form by mail using the return envelope provided, by overnight courier to the indicated address on the stock order form, or by bringing your stock order form to our Stock Information Center or any of our full-service offices during regular business hours. Once submitted, your stock order is irrevocable unless the offering is terminated or extended beyond                     , 2005.

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Termination of the Offering

     The subscription offering will terminate at noon, Wisconsin time, on                     , 2005. We expect that the community offering, if commenced, would terminate at the same time. We may extend this expiration date without notice to you, until                     , 2005, unless regulators approve a later date, which may not be beyond                      ___, 200___. If the subscription offering and/or community offerings extend beyond                      ___, 2005, we will be required to resolicit subscriptions before proceeding with the offering. In such event, if you choose not to subscribe for the common stock, your funds will be promptly returned to you with interest.

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

     If we do not receive orders for at least 5,865,000 shares of common stock, we may take steps in order to sell the minimum number of shares of common stock in the offering range. Specifically, we may (i) increase the purchase limitations; and/or (ii) seek regulatory approval to extend the offering beyond the                     ___, 2005 expiration date, provided that any such extension will require us to resolicit subscriptions received in the offering; and/or (iii) attempt to sell shares of common stock in a syndicated community offering.

Our Policy Regarding Dividends

     Following completion of the offering, our Board of Directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. In the future, our Board intends to consider a policy of paying cash dividends on the common stock. However, no decision has been made with respect to the amount and timing of dividend payments. The payment of dividends, if at all, will depend upon a number of factors, including the following:

•   regulatory capital requirements,

•   our financial condition and results of operations,

•   tax considerations,

•   statutory and regulatory limitations, and

•   general economic conditions.

     Some holding companies that are chartered by other regulatory agencies waive dividends. As a mutual holding company regulated by the Federal Reserve Board under current Federal Reserve policies, Lamplighter Financial, MHC would be prohibited from waiving dividends declared and paid by Wauwatosa Holdings. If Wauwatosa Holdings pays dividends to its shareholders, it therefore will be required to pay dividends to Lamplighter Financial, MHC. The fact that dividends must be paid to Lamplighter Financial, MHC may act to reduce the level of dividends paid.

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Market for the Common Stock

     We anticipate that the common stock sold in the offering will be quoted on the Nasdaq National Market under the symbol “___.” Keefe, Bruyette & Woods, Inc. currently intends to make a market in the shares of common stock, but it is under no obligation to do so.

How We Intend to Use the Proceeds We Raise from the Offering

     Assuming we sell 7,935,000 shares of common stock in the offering, and we generate net proceeds of approximately $77.1 million, we intend to use the net proceeds as follows:

•   Approximately $38.6 million (50% of the net proceeds) will be contributed to Wauwatosa Savings;

•   Approximately $38.6 million (50% of the net proceeds) will be retained by Wauwatosa Holdings; and

•   Of the amount retained by Wauwatosa Holdings, approximately $6.7 million (8.7% of the net proceeds) will be loaned to the employee stock ownership plan to fund its purchase of 8% of the total of the shares sold in the offering and those contributed to the charitable foundation.

     Wauwatosa Savings may use the proceeds it receives to expand its banking franchise internally, through expanded branches, or through acquisitions, to make loans, to support new products and services, to purchase securities, and for general corporate purposes. Wauwatosa Holdings may use the proceeds it receives to finance the purchase of common stock in the offering by our employee stock ownership plan, purchase securities, repurchase its securities, acquire other financial institutions or financial services businesses, and for general corporate purposes. See “HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING” on page ___. Neither Wauwatosa Savings nor Wauwatosa Holdings is considering any specific acquisition transaction at this time.

Once Submitted, Your Purchase Order May Not Be Revoked Unless the Offering is Terminated or Extended Beyond                     , 2005

     Funds that you use to purchase shares of our common stock in the offering will be held in an interest bearing account until the termination or completion of the offering, including any extension of the expiration date. The Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation approved the offering on                     , 2005 and                     , 2005, respectively; however, because completion of the offering will be subject to an update of the independent appraisal, among other reasons, there may be one or more delays in the completion of the offering. Any orders that you submit to purchase shares of our common stock in the offering are irrevocable, and you will not have access to subscription funds unless the stock offering is terminated, or extended beyond                     , 2005.

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Our Officers, Directors and Employees Will Receive Additional Compensation and Benefit Programs After the Offering

     We intend to establish an employee stock ownership plan, and we intend to seek shareholder approval to implement a stock option plan and a recognition and retention plan. The Board of Directors of Wauwatosa Savings has adopted an employee stock ownership plan, which will award shares of our common stock to eligible employees primarily based on their compensation. The Board of Directors of Wauwatosa Holdings will, at the completion of the offering, ratify the action to make the employee stock ownership plan loan and to issue the common stock, if available, to the employee stock ownership plan.

     Our tax-qualified benefit plans, including our employee stock ownership plan, are authorized to purchase up to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation. If our tax-qualified benefit plans are not able to purchase shares in the stock offering because depositors with prior subscription rights have purchased all available shares, our tax-qualified benefit plans intend to make purchases of shares in the open market following completion of the offering.

     In addition to the employee stock ownership plan, we may grant awards under one or more stock benefit plans, including a stock option plan and a recognition and retention plan, in an amount up to 14% of the number of shares of common stock held by persons other than Lamplighter Financial, MHC. The stock option plan and recognition and retention plan cannot be established sooner than six months after the offering and would require the approval of our shareholders by a majority of the votes eligible to be cast (excluding the votes eligible to be cast by Lamplighter Financial, MHC), unless another vote requirement is permitted or required by the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. The number of options granted or shares awarded under any stock option plan or recognition and retention plan are limited by regulation and may not exceed 10% and 4%, respectively, of the total of the shares sold in the offering and those contributed to the charitable foundation, if such plans are adopted within one year from the date of completion of the offering. If the stock option plan or recognition and retention plan is adopted after one year from the date of the completion of the offering, such plans may be permitted to grant or award a greater number of options and shares of common stock, subject to shareholder approval.

     The employee stock ownership plan and the recognition and retention plan will increase our future compensation costs. We will have to expense the fair value of shares granted under the recognition and retention plan, thereby reducing our earnings. In addition, under newly adopted financial reporting rules, companies such as Wauwatosa Holdings are required to expense the fair value of stock options granted to officers, directors and employees, effective for all fiscal years beginning after June 15, 2005. Based upon the new statement, we will have to expense the fair value of stock options, which will increase our compensation costs. Additionally, shareholders will experience a reduction in their ownership interest if newly issued shares of common stock are used to fund stock options and the recognition and retention plan. See “RISK FACTORS—The Implementation of Our Stock Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income” on page ___and “MANAGEMENT—Future Stock Benefit Plans,” on page ___.

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     The following table summarizes the stock benefits that our officers, directors and employees may receive following the offering, at the maximum of the offering range. The table assumes that we initially implement a stock option plan granting options to purchase 10% of the total of the shares sold in the offering and those contributed to the charitable foundation and a recognition and retention plan awarding shares of common stock equal to 4% of that total (the maximum amount of shares if such plans are adopted within one year from the date of completion of the offering):

		% of			Value of Benefits
	Individuals Eligible to	Shares			Based on Maximum
Plan	Receive Awards	Issued(1)			of Offering Range
Employee stock ownership plan	All employees		8	%	$	6,697,140
Recognition and retention plan	Directors and officers		4	% (2)	$	3,348,570
Stock option plan	Directors, officers and employees		10	% (2)	$	8,371,425	(3)

(1)	Excluding shares issued to Lamplighter Financial, MHC.
(2)	The stock option plan and recognition and retention plan may award a greater number of options and shares, respectively, if the plans are adopted more than one year after the stock offering.
(3)	Stock options will be granted with a per share exercise price at least equal to the market price of our common stock on the date of grant. The fair value of a stock option will depend upon increases, if any, in the price of our common stock during the period in which the stock option may be exercised.

     The fair value of the shares obtained for the recognition and retention restricted stock plan will be based on the price of Wauwatosa Holdings’ common stock at the time those shares are purchased or issued, which, subject to shareholder approval, cannot be implemented until at least six months after the offering. The following table presents the total value of all shares to be available for award and issuance under the restricted stock plan, assuming the shares for the plan are purchased or issued in a range of market prices from $8.00 per share to $14.00 per share.

					334,857 Shares		385,086 Shares
	247,503 Shares		291,180 Shares		Awarded at		Awarded at
	Awarded at		Awarded at		Maximum		Maximum of
Share Price	Minimum of Range		Midpoint of Range		of Range		Range, as Adjusted
$                 8.00	$	1,980,024	$	2,329,440	$	2,678,856	$	3,080,688
10.00		2,475,030		2,911,800		3,348,570		3,850,860
12.00		2,970,036		3,494,160		4,018,284		4,621,032
14.00		3,465,042		4,076,520		4,687,998		5,391,204

Restrictions on the Acquisition of Wauwatosa Holdings

     Wisconsin law, as well as provisions contained in the Plan of Reorganization and Stock Issuance Plan, and Wauwatosa Holdings’ articles of incorporation and bylaws, restrict the ability of any person, firm or entity to acquire Wauwatosa Holdings or its respective capital stock. These restrictions include the requirement that for a period of five years from the completion of the offering, a potential acquirer of common stock obtain prior regulatory approval before acquiring in excess of 10% of the voting stock of Wauwatosa Holdings. Because a majority of the shares of outstanding common stock of Wauwatosa Holdings must be owned by Lamplighter Financial, MHC, any acquisition of Wauwatosa Holdings must be approved by Lamplighter

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Financial, MHC; Lamplighter Financial, MHC would not be required to pursue or approve a sale of Wauwatosa Holdings even if such sale were favored by a majority of Wauwatosa Holdings’ public shareholders.

Possible Conversion of Lamplighter Financial, MHC to Stock Form

     In the future, Lamplighter Financial, MHC may convert from a mutual to capital stock form, in a transaction commonly known as a “second step” conversion. In a second step conversion, depositors of Wauwatosa Savings would have subscription rights to purchase common stock of Wauwatosa Holdings or its successor equal to the value of Lamplighter Financial, MHC’s interest in Wauwatosa Holdings, and the public shareholders of Wauwatosa Holdings would be entitled to exchange their shares of common stock for an equal percentage of shares of the stock holding company resulting from the conversion. This percentage may be adjusted to reflect any assets owned by the MHC, and there can be no assurance as to whether or when such a conversion would occur.

     The Board of Directors has no current plan to undertake a second step conversion transaction.

Proposed Stock Purchases by Management

     Wauwatosa Holdings’ directors and executive officers and their associates are expected to seek to purchase approximately [___] shares of common stock in the offering, which represents [___]% of the total shares to be sold in the offering to the public and those contributed to the charitable foundation and [___]% of the total shares to be outstanding at the midpoint of the offering range. Directors and executive officers will pay the same $10.00 per share price paid by all other persons who purchase shares in the offering. These shares will be counted in determining whether the minimum of the range of the offering is reached.

How You May Obtain Additional Information Regarding the Offering

     If you have any questions regarding the offering, please call the Stock Information Center at (___) ___-___, 11200 West Plank Court, Wauwatosa, Wisconsin, Monday through Friday between 8:00 a.m. and 5:00 p.m., Wisconsin time.

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RISK FACTORS

You should carefully consider the following risk factors, along with the other factors
discussed in this prospectus, in evaluating an investment in the common stock.

Risks Associated With the Business of Wauwatosa Savings

Changing Interest Rates May Hurt Our Profits.

     Interest rates were recently at historically low levels. However, since June 30, 2004, the U.S. Federal Reserve has increased its target for the federal funds rate seven times from 1.25% to 3.00%. If interest rates continue to rise, and if our cost of deposits and borrowings reprice upwards faster than the interest income we receive on our loans and investments, we would experience compression of our interest rate spread and net interest margin, which would have a negative effect on our profitability. Specifically, at March 31, 2005, $973.8 million, or 89.7% of our deposits, were held in certificate of deposit accounts, of which $574.3 million will mature within one year. As these deposits mature, our cost of funds will significantly increase if interest rates are significantly higher. Furthermore, we have $117.6 million of deposits which are more volatile brokered deposits. In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. Most of our loans are originated as adjustable rate mortgage loans. While Wauwatosa Savings has historically not raised the rates on its adjustable rate mortgage loans secured by one- to four-family owner-occupied residences, it reserves the right to do so. Wauwatosa Savings has historically raised the rates on all other adjustable rate mortgage loans in response to market rate conditions. As interest rates increase, borrower costs increase, which in turn may result in higher levels of delinquencies and a deterioration in our asset quality may occur.

     Wauwatosa Savings’ loans receivable are either variable-rate or fixed for short terms generally not exceeding five years. The variable-rate loan product, commonly known as a Wisconsin escalator, is adjustable at the discretion of Wauwatosa Savings. However, management believes that increasing the rate on an owner-occupied loan, even in a sharply rising interest rate environment, would significantly undermine the future marketability of the product and thus the long-term viability of Wauwatosa Savings. As such, Wauwatosa Savings has not raised rates on existing owner-occupied mortgage loans since 1981. This has the effect of making these variable-rate loans perform like fixed-rate loans in a rising interest rate environment. In addition, Wauwatosa Savings has reduced rates on a portfolio-wide basis for all variable-rate loans when market conditions so warrant. Thus, in a declining rate environment, Wauwatosa Savings’ loans outstanding have historically performed more like a variable-rate loan. Unlike with respect to the owner-occupied portfolio, rates are raised on non-owner-occupied mortgage loans from time to time as market interest rates rise. At March 31, 2005, the majority of loans receivable, 65.3%, are non-owner-occupied mortgage loans and 34.7% of loans receivable are owner-occupied mortgage loans. The average life of a Wauwatosa Savings owner-occupied mortgage loan was 4.7 years for the four year period beginning January 1, 2001.

     See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Management of Market Risk” on page ___.

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We Have Opened New Branches and Expect to Open Additional New Branches Which Will Reduce Our Profitability In the Near Term as They Generate New Deposit and Loan Portfolios.

     Wauwatosa Savings opened new branch offices in Oconomowoc in 2003 and Pewaukee in 2004. Wauwatosa Savings intends to continue to expand through de novo branching. The expense associated with building and staffing new branches will significantly increase our noninterest expenses, with compensation and occupancy costs constituting the largest amount of increased costs. Losses are expected from these new branches for some time as the expenses associated with them are largely fixed and are typically greater than the income earned as the branches build up their customer base. Wauwatosa Savings management has projected that it will take a full 24 months for a new branch to become profitable. Neither the Oconomowoc nor the Pewaukee branches, which were opened within the past 24 months, are currently profitable. All other Wauwatosa Savings full-service branches are individually profitable. There can be no assurance that our branch expansion will result in increased earnings, or that it will result in increased earnings within a reasonable period of time. We expect that the success of our branching strategy will depend largely on the ability of our staff to market the deposit and loan products offered at the branches. Depending upon locating acceptable sites, we anticipate opening one or two branches in each of the next several years.

Wisconsin Tax Developments Could Reduce Our Net Income.

     Like many financial institutions located in Wisconsin, Wauwatosa Savings transferred investment securities and mortgage loan participations to a wholly-owned subsidiary located in Nevada. Because the subsidiary holds and manages those assets and is located in the state of Nevada, income from its operations has not been subject to Wisconsin taxation. The investment subsidiary has not filed returns with, or paid income or franchise taxes to, Wisconsin. The Wisconsin Department of Revenue (the “Department”) recently implemented a program to audit Wisconsin financial institutions which have formed and contributed assets to subsidiaries located outside of Wisconsin, and the Department has generally indicated that it may assess franchise taxes on the income of the out-of-state investment subsidiaries of Wisconsin financial institutions. However, the Department has not yet asserted a claim or issued an assessment against Wauwatosa Savings. Wauwatosa Savings is currently being audited by the Department for the years 1998 through 2003.

     Prior to the formation of the investment subsidiary, Wauwatosa Savings sought and obtained private letter rulings from the Department confirming that the Nevada subsidiary’s income would not be taxed in Wisconsin. Wauwatosa Savings believes that it has complied in all respects with Wisconsin law and the private rulings received from the Department. Should a Wisconsin tax assessment be issued, Wauwatosa Savings intends to defend its position through the available administrative appeals process at the Department and through other judicial remedies if necessary. Although Wauwatosa Savings will oppose any such assessment, there can be no assurance that the Department will not be successful in whole or in part in its efforts to tax the income of Wauwatosa Savings’ Nevada investment subsidiary. During the nine months ended March 31, 2005, Wauwatosa Savings accrued an estimated state liability, including interest, of $2.8 million for its estimate of the probable assessment amount on the basis of facts known at that time. A deferred federal tax benefit of $1.0 million was also established as a result

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of this accrual. Wauwatosa Savings intends to continue accruing state income taxes on future investment subsidiary earnings consistent with the accrual previously described until such time as the dispute is resolved.

     Depending upon the terms and circumstances, an adverse resolution of these matters could result in additional Wisconsin tax obligations for prior periods and/or higher Wisconsin taxes going forward, with a substantial negative impact on the earnings and operating cash flows of Wauwatosa Holdings. We may also need to incur costs in the future to address any action taken against us by the Wisconsin Department of Revenue.

If Our Allowance for Loan Losses is Not Sufficient to Cover Actual Loan Losses, Our Earnings Could Decrease.

     We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loss and delinquency experience on different loan categories and we evaluate existing economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance which would decrease our net income. Although we are unaware of any specific problems with our loan portfolio that would require any increase in our allowance at the present time, it may need to be increased further in the future due to our emphasis on loan growth and on increasing our portfolio of commercial real estate loans.

     In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs, although we are unaware of any reason for them to do so at the present time. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on our results of operations and financial condition.

If Economic Conditions Deteriorate, Our Results of Operations and Financial Condition Could Be Adversely Affected as Borrowers’ Ability to Repay Loans Declines and the Value of the Collateral Securing Our Loans Decreases.

     Our financial results may be adversely affected by changes in prevailing economic conditions, including decreases in real estate values, changes in interest rates which may cause a decrease in interest rate spreads, adverse employment conditions, the monetary and fiscal policies of the federal government and other significant external events. Because we have a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral. At March 31, 2005, loans secured by real estate represented 99.9% of our total loans, substantially all of which are secured by properties located in Southeastern Wisconsin. Adverse changes in the economy also may have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings.

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A Large Portion of Our Loan Portfolio Is Relatively Unseasoned Over Four-Family Loans, Which May Be Individually Riskier Than One- To Four-Family Loans.

     One of the drivers of our recent loan portfolio growth is an increase in the amount of our over four-family loans. Loans secured by over four-family real estate generally involve larger principal amounts and a greater degree of risk than one- to four-family residential mortgage loans. Because payments on loans secured by over four-family properties are often dependent on successful operation or management of the properties and the cash flow received from rents, repayment of such loans may be affected by adverse conditions in the real estate market or the economy. As the amount of our over four-family loans increases, we will also increase our allowance for loan losses. If borrowers default on their over four-family loans, our allowance for loan losses may be inadequate, and such defaults may adversely affect the profitability of Wauwatosa Savings.

Strong Competition Within Our Market Area May Limit Our Growth and Profitability.

     Competition in the banking and financial services industry is intense. In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Many of these competitors have substantially greater resources and lending limits than we have and offer certain services that we do not or cannot provide. Our profitability depends upon our continued ability to successfully compete in our market area. The greater resources and deposit and loan products offered by our competitors may limit our ability to increase our interest earning assets. For additional information see “BUSINESS OF WAUWATOSA SAVINGS BANK—Competition” on page ___.

We Operate in a Highly Regulated Environment and We May Be Adversely Affected by Changes in Laws and Regulations.

     We are subject to extensive regulation, supervision and examination by the Wisconsin Department of Financial Institutions, as our chartering authority, by the Federal Deposit Insurance Corporation, as insurer of deposits, and by the Federal Reserve Board as regulator of our two holding companies. Such regulation and supervision govern the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of the insurance fund and depositors. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by the institution and the adequacy of an institution’s allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, may have a material impact on our operations.

Risks Related to this Offering

The Implementation of Our Stock Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income.

     We anticipate that our employee stock ownership plan will purchase in the stock offering, or in the open market following the reorganization, an amount equal to 8% of the total of the

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shares sold in the offering and those contributed to the charitable foundation. The purchases will be funded through borrowings from Wauwatosa Holdings. The cost of acquiring the shares of common stock for the employee stock ownership plan will be between $5.0 million at the minimum of the offering range and $7.7 million at the adjusted maximum of the offering range using the $10.00 per share offering price, and may be more if purchased in the open market following the reorganization. We will record annual employee stock ownership plan expenses in an amount equal to the fair value of shares of common stock committed to be released to employees as the loan is repaid. If the common stock appreciates in value over time, compensation expense relating to the employee stock ownership plan will increase.

     We also intend to ask shareholders to approve a recognition and retention plan and a stock option plan after the offering. We intend to grant awards under one or more stock benefit plans, including the recognition and retention plan and stock option plan, in an amount up to 14% of the number of shares of common stock held by persons other than Lamplighter Financial, MHC. The number of options granted or shares awarded under any initial stock option plan or recognition and retention plan may not exceed 10% and 4%, respectively, of the number of shares of common stock held by persons other than Lamplighter Financial, MHC, if such plans are adopted within one year from the date of completion of the offering. However, these limits may not apply to plans adopted after one year from the date of the completion of the offering, and larger grants would increase our costs further. The recognition and retention plan and stock option plan cannot be implemented until at least six months after the offering, and if they are adopted within 12 months after the offering, they will be subject to certain additional restrictions regarding vesting and allocation of awards.

     In the event that a portion of the shares used to fund the recognition and retention plan and/or satisfy the exercise of options from our stock option plan, is obtained from authorized but unissued shares, the issuance of additional shares will decrease our net income per share and shareholders’ equity per share.

The Implementation of Our Stock-Based Benefit Plans Also May Dilute Your Ownership Interest.

     We intend to adopt a stock option plan and recognition and retention plan following the offering. These stock benefit plans will be funded either through open market purchases, if permitted, or from the issuance of authorized but unissued shares. Shareholders would experience a reduction in ownership interest (including shares held by Lamplighter Financial, MHC) totaling 4.2% in the event newly issued shares are used to fund the exercise of stock options under the stock option plan and awards made under the recognition and retention plan in an amount equal to 10% and 4%, respectively, of the total of the shares sold in the offering and those contributed to the charitable foundation.

Our Return on Equity Will Be Low Compared to Other Financial Institutions. This Could Negatively Affect the Trading Price of Our Common Stock.

     Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. We expect our return on equity to remain below the industry average until we are able to leverage our increased

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equity from the offering. Our return on equity will be reduced not only as a result of the capital raised in the offering, but also by higher expenses from the costs of being a public company and added expenses associated with our employee stock ownership plan and stock plans that we intend to establish in the future. We will initially invest the net proceeds obtained in the offering in cash, cash equivalents, and investments, which generally carry lower interest rates, until we can deploy some of those funds into higher interest rate loans. Until we can increase our net interest income and noninterest income, we expect our return on equity to be below the industry average, which may reduce the value of our common stock. For the most current 12 month period data available as of May 20, 2005, our peer group average return on average equity was 4.98%. This compares to an average return on average equity of 7.91% for all publicly traded savings institutions for the same period. On a pro forma basis, based on net income for the twelve months ended March 31, 2005, our return on equity assuming shares are sold at the maximum, was 4.64%.

Persons Who Purchase Stock in the Offering Will Own a Minority of Wauwatosa Holdings’ Common Stock and Will Not Be Able to Exercise Voting Control over Most Matters Put to a Vote of Shareholders.

     Public shareholders will own a minority of the outstanding shares of Wauwatosa Holdings common stock. As a result, shareholders other than Lamplighter Financial, MHC will not be able to exercise voting control over most matters put to a vote of shareholders. Lamplighter Financial, MHC will own a majority of Wauwatosa Holdings’ common stock after the offering and, through its Board of Directors, will be able to exercise voting control over most matters put to a vote of shareholders, including possible acquisitions. The same directors who will govern Wauwatosa Holdings and Wauwatosa Savings also will govern Lamplighter Financial, MHC. The only matters as to which shareholders other than Lamplighter Financial, MHC will be able to exercise voting control are those requiring a majority or other portion of disinterested or non-Lamplighter Financial, MHC shareholders, such as any proposal to implement a recognition and retention stock plan or stock option plan following the completion of the offering.

Our Stock Value May be Negatively Affected by Regulations Restricting Takeovers and our Mutual Holding Company Structure.

     The Mutual Holding Company Structure May Impede Takeovers. Lamplighter Financial, MHC, as the majority shareholder of Wauwatosa Holdings, will be able to control the outcome of most matters presented to shareholders for their approval, including a proposal to acquire Wauwatosa Holdings. Accordingly, Lamplighter Financial, MHC may prevent the sale of control or merger of Wauwatosa Holdings or its subsidiaries even if such a transaction were favored by a majority of the public shareholders of Wauwatosa Holdings and/or shareholders would receive a premium for their shares. Also, the Articles of Incorporation of Lamplighter Financial, MHC contain several provisions which make such a transaction more difficult to achieve than otherwise.

     Federal and Wisconsin Regulations Restricting Takeovers. The Change in Bank Control Act and the Bank Holding Company Act together with Federal Reserve Board regulations promulgated under those laws, require that a person obtain the consent of the Federal

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Reserve Board before attempting to acquire control of a bank holding company. In addition, the Wisconsin Business Corporation Law, as well as the articles of incorporation and bylaws of Wauwatosa Holdings, contain various provisions that may have anti-takeover effects. See “RESTRICTIONS ON THE ACQUISITION OF WAUWATOSA HOLDINGS AND WAUWATOSA SAVINGS BANK” on page      for a discussion of applicable regulations regarding acquisitions.

The Future Price of the Common Stock May Be Less Than the Purchase Price in the Offering.

     We cannot assure you that if you purchase shares of common stock in the offering you will be able to sell them later at or above the purchase price in the offering. The final aggregate purchase price of the shares of common stock in the offering will be based on an independent appraisal. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock or a prediction of the market price. The valuation is based on estimates and projections of a number of factors, all of which are subject to change from time to time.

If We Declare Dividends on Our Common Stock, Lamplighter Financial, MHC Will be Prohibited from Waiving the Receipt of Dividends by Current Federal Reserve Board Policy.

     Wauwatosa Holdings’ Board of Directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. If Wauwatosa Holdings pays dividends to its shareholders, it also will be required to pay dividends to Lamplighter Financial, MHC, unless Lamplighter Financial, MHC is permitted by the Federal Reserve Board to waive the receipt of dividends. The Federal Reserve Board’s current position is to not permit a bank holding company to waive dividends declared by its subsidiary. Accordingly, because dividends will be required to be paid to Lamplighter Financial, MHC along with all other shareholders, the amount of dividends available for all other shareholders will be less than if Lamplighter Financial, MHC were permitted to waive the receipt of dividends.

The Issuance of Shares to the Charitable Foundation Will Dilute Your Ownership Interests and Adversely Affect Net Income.

     In connection with the stock offering, we intend to make a contribution to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation in the form of shares of Wauwatosa Holdings common stock. At the midpoint of the offering range, we will contribute 379,500 shares of common stock to the charitable foundation, which equals 5.50% of the shares of common stock to be sold in the offering, representing 1.65% of all shares issued and outstanding after the offering. The contribution will also have an adverse effect on our net income for the quarter and year in which we make the issuance and contribution to the charitable foundation. The after-tax expense of the contribution will reduce net income by approximately $2.4 million at the midpoint of the offering range. Persons purchasing shares in the offering will have their ownership and voting interests in Wauwatosa Holdings diluted by 5.2% due to the issuance of additional shares of common stock to the charitable foundation.

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There Will Be a Limited Trading Market in Our Common Stock, Which Will Hinder Your Ability to Sell Our Common Stock and May Lower the Market Price of the Stock.

     Wauwatosa Holdings has never issued stock and, therefore, there is no current trading market for the shares of common stock. We expect that our common stock will be quoted on the Nasdaq National Market under the symbol “___”. There is no guarantee that an active and liquid trading market in shares of our common stock will develop. Persons purchasing shares may not be able to sell their shares when they desire if a liquid trading market does not develop or sell them at a price equal to or above the initial purchase price of $10.00 per share even if a liquid trading market develops. This limited trading market for our common stock may reduce the market value of the common stock and make it difficult to buy or sell our shares on short notice. For additional information see “MARKET FOR OUR COMMON STOCK” on page ___.

We Will Need to Manage Costs to Implement Additional Finance and Accounting Systems, Procedures and Controls in Order to Satisfy Our New Public Company Reporting Requirements.

     As a result of the completion of this offering, we will become a public reporting company. The federal securities laws and the regulations for the Securities and Exchange Commission require that we file annual, quarterly and current reports and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expenses and could divert our management’s attention from our operations. Compliance with the Sarbanes-Oxley Act of 2002, particularly Section 404 of the Sarbanes-Oxley Act regarding required internal controls and procedures, and the related rules and regulations of the Securities and Exchange Commission will require us to reinforce our internal controls and procedures and reevaluate our accounting systems. In addition, we will need to hire additional internal audit, compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. Failure to comply with these standards may affect the market for, and price of, our shares.

We Have Broad Discretion in Allocating the Proceeds of the Offering. Our Failure to Effectively Utilize Such Proceeds Could Reduce Our Profits.

     Wauwatosa Holdings intends to retain 50% of the net proceeds from the offering and contribute the remainder of the net proceeds of the offering to Wauwatosa Savings. Wauwatosa Holdings will use a portion of the net proceeds it retains to lend to the employee stock ownership plan and may use the remaining net proceeds to pay dividends to shareholders, repurchase shares of common stock, purchase investment securities, acquire other financial services companies or for other general corporate purposes. Wauwatosa Savings may use the proceeds it receives to fund new loans, establish or acquire new branches, purchase investment securities, or for general corporate purposes. We have not, however, allocated specific amounts of proceeds for any of these purposes and we will have significant flexibility in determining the amount of net proceeds we apply to different uses and the timing of such applications. Although we are not aware of any

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reason why we should not be able to utilize these funds effectively in a timely manner, our failure to do so could reduce our profitability.

FORWARD LOOKING STATEMENTS

     This prospectus contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions, or by use of the future tense. Statements about accounting periods ending after the date of this prospectus are also generally forward-looking statements. These forward-looking statements include:

•   statements of our goals, intentions and expectations;

•   statements regarding our business plans and prospects and growth and operating strategies;

•   statements regarding the asset quality of our loan and investment portfolios; and

•   estimates of our risks and future costs and benefits.

     These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:

•   inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

•   legislative or regulatory changes that adversely affect our business;

•   changes in our organization, compensation and benefit plans;

•   our ability to enter new markets successfully and take advantage of growth opportunities;

•   general economic conditions, either nationally or in our market areas, that are worse than expected;

•   significantly increased competition among depository and other financial institutions;

•   adverse changes in the securities markets;

•   changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and the Financial Accounting Standards Board; and

•   changes in consumer spending, borrowing and savings habits.

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     Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We discuss these and other uncertainties in “RISK FACTORS” beginning on page ___. You should also carefully read other parts of this prospectus for other factors which could affect Wauwatosa Holdings’ operations in the future.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

     The summary financial information presented below is derived in part from the consolidated financial statements of Wauwatosa Savings Bank. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1. The information at June 30, 2004 and 2003 and for the years ended June 30, 2004, 2003 and 2002 is derived in part from the audited consolidated financial statements of Wauwatosa Savings Bank that appear in this prospectus. The information as of June 30, 2002, 2001 and 2000, and for the years ended June 30, 2001 and 2000 is derived in part from audited consolidated financial statements that do not appear in this prospectus. The operating data for the nine months ended March 31, 2005 and 2004 were not audited, but, in the opinion of management, reflect all adjustments necessary for a fair presentation. No adjustments were made other than normal recurring entries. The results of operations for the nine months ended March 31, 2005 are not necessarily indicative of the results of operations that may be expected for the entire year.

	At March 31,		At June 30,
	2005		2004		2003		2002		2001		2000
	(In Thousands)
Selected Financial Condition Data:
Total assets	$	1,344,713	$	1,240,084	$	1,104,893	$	1,001,828	$	978,616	$	897,834
Available for sale securities		87,280		99,549		90,453		41,733		39,764		41,090
Federal Home Loan Bank stock		13,910		13,322		8,658		8,088		—		—
Loans receivable, net		1,172,534		1,063,594		940,053		895,398		884,573		805,603
Cash and cash equivalents		17,617		19,392		28,767		38,945		36,065		32,265
Deposits		1,086,263		1,035,588		909,491		841,873		863,207		789,230
Advance payments by borrowers for taxes		7,667		14,446		13,649		13,837		13,966		12,993
Advances from the Federal Home Loan Bank		106,162		60,000		60,000		35,000		—		—
Total equity		130,072		122,799		114,596		102,631		92,398		87,073
Allowance for loan losses		4,483		3,378		2,970		2,479		1,973		1,655
Non-performing loans		12,549		12,015		15,588		12,940		9,598		12,570

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	Nine Months Ended
	March 31,				Years Ended June 30,
	2005		2004		2004		2003		2002		2001		2000
	(In Thousands)
Selected Operating Data:
Interest income	$	54,936	$	49,087	$	66,088	$	66,451	$	70,125	$	68,026	$	61,250
Interest expense		26,289		24,294		32,433		34,459		41,412		49,127		40,668
Net interest income		28,647		24,792		33,656		31,933		28,712		18,899		20,583
Provision for loan losses		1,114		524		860		520		1,336		879		1,128
Net interest income after provision for loan losses		27,533		24,269		32,796		31,472		27,377		19,455		18,020
Noninterest income		2,614		2,341		3,035		2,993		2,141		1,687		1,369
Noninterest expense		17,845		15,370		20,384		17,618		13,863		11,637		12,080
Income before income taxes		12,302		11,240		15,447		16,847		15,655		8,070		8,743
Provision for income taxes		5,926		3,482		4,863		5,742		4,816		2,744		2,540
Net income	$	6,376	$	7,758	$	10,584	$	11,105	$	10,839	$	5,326	$	6,203

	At or For the Nine Months
	Ended March 31(4)						At or For the Years Ended June 30,
	2005			2004			2004			2003			2002			2001			2000
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on average assets		0.67	%		0.90	%		0.90	%		1.01	%		1.10	%		0.57	%		0.69	%
Return on average equity		6.71			8.77			8.88			10.19			11.21			6.15			7.41
Interest rate spread (1)		2.90			2.71			2.70			2.84			2.50			1.41			1.89
Net interest margin (2)		3.13			2.99			2.98			3.19			2.97			1.99			2.39
Noninterest expense to average assets		1.41			1.34			1.74			1.71			1.40			1.25			1.37
Efficiency ratio (3)		59.95			56.06			54.69			50.22			44.81			56.53			55.03
Average interest-earning assets to average interest-bearing liabilities		108.14			109.50			109.71			110.09			110.88			111.25			110.53
Capital Ratios:
Equity to total assets at end of period		9.67	%		10.10	%		9.90	%		10.37	%		10.24	%		9.44	%		9.70	%
Average equity to average assets		10.00			10.25			10.15			10.56			9.79			9.297			9.49
Total capital to risk-weighted assets		14.34			15.33			15.02			15.61			15.11			13.87			15.26
Tier I capital to risk-weighted assets		13.87			14.91			14.62			15.22			15.07			13.83			14.97
Tier I capital to average assets		9.91			10.20			10.18			10.50			10.25			9.60			9.88
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans		0.38	%		0.33	%		0.32	%		0.32	%		0.28	%		0.22	%		0.20	%
Allowance for loan losses as a percent of nonperforming loans		35.72			23.30			28.11			19.05			19.16			20.55			13.17
Net charge-offs to average outstanding loans during the period		0.00			0.00			0.05			0.00			0.09			0.07			0.09
Nonperforming loans as a percent of total loans		1.07			1.41			1.13			1.65			1.44			1.08			1.56
Nonperforming assets as a percent of total assets		0.94	%		1.20			1.03			1.41			1.39			1.28			1.80	%
Other Data:
Number of full service offices		5			4			5			4			3			3			3
Number of limited service offices		1			1			1			1			1			1			1

(1)	Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of interest-bearing liabilities.
(2)	Represents net interest income as a percent of average interest-earning assets.
(3)	Represents noninterest expense divided by the sum of net interest income and noninterest income.
(4)	Ratios for the nine months ended March 31 are annualized.

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HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

     Although we will not be able to determine the amount of actual net proceeds we will receive from the sale of shares of common stock until the offering is completed, we anticipate that the net proceeds will be between $56.6 million and $77.1 million, or $88.9 million if the offering is increased by 15%.

     Wauwatosa Holdings intends to distribute the net proceeds from the offering as follows:

	Minimum					Midpoint					Maximum					Adjusted Maximum
			Percent					Percent of					Percent of					Percent of
			of Net					Net					Net					Net
	Amount		Proceeds			Amount		Proceeds			Amount		Proceeds			Amount		Proceeds
								(Dollars in Thousands)
Offering proceeds	$	58,650				$	69,000				$	79,350				$	91,253
Less: offering expenses		2,019					2,114					2,290					2,318
Net offering proceeds		56,631		100	%		66,866		100	%		77,141		100	%		88,935		100	%
Less:
Proceeds contributed to Wauwatosa Savings		28,316		50.0	%		33,443		50.0	%		38,571		50.0	%		44,468		50.0	%
Proceeds used for loan to employee Stock ownership plan		4,950		8.7	%		5,824		8.7	%		6,697		8.7	%		7,702		8.7	%
Proceeds retained by Wauwatosa Holdings	$	23,365		41.3	%	$	27,619		41.3	%	$	31,873		41.3	%	$	36,765		41.3	%

     The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription offering and any community offering. Payments for shares made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of Wauwatosa Savings’ deposits.

     We are undertaking the offering at this time in order to increase our capital and have the capital resources available to expand and diversify our business. For further information, see “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Business Strategy” on page ___. The offering proceeds will increase our capital resources and the amount of funds available to us for lending and investment purposes. The proceeds will also give us greater flexibility to diversify operations and expand our branch network and the products and services we offer to our customers.

Wauwatosa Holdings may use the proceeds it retains from the offering:

(1)	to finance the purchase of common stock in the offering by our employee stock ownership plan;
(2)	to invest in securities;
(3)	to repurchase its shares of common stock;

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(4)	to finance acquisitions of financial institutions and other financial services businesses, although no specific acquisition transactions are being considered at this time; and
(5)	for general corporate purposes.

     The loan that will be used to fund the purchases by the employee stock ownership plan will accrue interest.

Wauwatosa Savings may use the proceeds it receives from the offering:

(1)	to expand our branch network and otherwise expand our retail banking franchise;
(2)	to fund new loans and otherwise increase our loan portfolio;
(3)	to support new products and services;
(4)	to invest in securities; and
(5)	for general corporate purposes.

     The use of the proceeds outlined above may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions or other opportunities to expand our operations, and overall market conditions.

OUR POLICY REGARDING DIVIDENDS

     Following completion of the offering, our Board of Directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. In the future, our Board intends to consider a policy of paying cash dividends on the common stock. However, no decision has been made with respect to the timing or level of dividend payments. The payment of dividends will depend upon a number of factors, including capital requirements, Wauwatosa Holdings’ and Wauwatosa Savings’ financial condition and results of operations, tax considerations, statutory and regulatory limitations and general economic conditions and regulatory restrictions that affect the payment of dividends by Wauwatosa Savings to Wauwatosa Holdings and the receipt from the Federal Reserve Board of a waiver of dividends to our mutual holding company. No assurances can be given that any dividends will be paid or that, if paid, they will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by applicable policy and regulation, may be paid in addition to, or in lieu of, regular cash dividends. Accordingly, it is anticipated that any cash distributions made by Wauwatosa Holdings to its shareholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state tax purposes.

     Dividends from Wauwatosa Holdings will depend, in part, upon receipt of dividends from Wauwatosa Savings, because Wauwatosa Holdings initially will have no source of income other than dividends from Wauwatosa Savings, earnings from the investment of proceeds from

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the sale of shares of common stock, and interest payments with respect to Wauwatosa Holdings’ loan to the employee stock ownership plan. Wisconsin law generally will allow Wauwatosa Savings to pay dividends to Wauwatosa Holdings equal to up to 50% of Wauwatosa Savings’ net profit in the current year without prior regulatory approval and above such amount, including out of retained earnings, with prior regulatory approval.

     If Wauwatosa Holdings pays dividends to its shareholders, it will be required to pay dividends to Lamplighter Financial, MHC. The Federal Reserve Board’s current policy prohibits the waiver of dividends by mutual holding companies. Accordingly, we do not currently anticipate that Lamplighter Financial, MHC will be permitted by the Federal Reserve Board to waive dividends paid by Wauwatosa Holdings. See “RISK FACTORS – If We Declare Dividends on Our Common Stock, Lamplighter Financial, MHC May Be Prohibited From Waiving the Receipt of Dividends” on page ___, and “SUPERVISION AND REGULATION-Dividend Waivers by Lamplighter Financial, MHC” on page ___.

MARKET FOR OUR COMMON STOCK

     Wauwatosa Holdings has never issued capital stock to the public. We anticipate that our common stock will be quoted on the Nasdaq National Market. We will try to get at least three market makers to make a market in our common stock. Keefe, Bruyette & Woods, Inc., Inc. has advised us that it intends to make a market in our common stock following the offering, but it is under no obligation to do so. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in our common stock, there can be no assurance that we will be successful in obtaining such commitments.

     The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. We cannot assure you that an active trading market for the common stock will develop or that, if it develops, it will continue. Nor can we assure you that, if you purchase shares of common stock, you will be able to sell them at or above $10.00 per share. See “RISK FACTORS –There Will Be a Limited Trading Market in Our Common Stock, Which Will Hinder Your Ability to Sell Our Common Stock and May Lower the Market Price of the Stock” on page ___.

REGULATORY CAPITAL COMPLIANCE

     At March 31, 2005, Wauwatosa Savings exceeded all regulatory capital requirements. The following tables set forth Bank compliance, as of March 31, 2005, with the regulatory capital standards, on a historical and pro forma basis, assuming that the indicated number of shares of common stock were sold as of such date at $10.00 per share, Wauwatosa Savings received 50% of the estimated net proceeds and 50% of the net proceeds are retained by Wauwatosa Holdings. Of the amount retained by Wauwatosa Holdings, 9% of the net proceeds will be loaned to the employee stock ownership plan. Accordingly, net proceeds received by Wauwatosa Savings have been assumed to be $28.3 million, $33.4 million, $38.6 million and $44.5 million at the minimum,

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midpoint, maximum and adjusted maximum of the offering range, respectively. The Wauwatosa Holdings table is presented on a consolidated basis. For a discussion of the applicable capital requirements, see “SUPERVISION AND REGULATION—Federal Regulations—Capital Requirements” on page ___.

						Pro Forma at March 31, 2005, Based upon the Sale of
																					9,125,250 Shares
						5,865,000 Shares					6,900,000 Shares					7,935,000 Shares					at Adjusted
	Historical at					at Minimum of					at Midpoint of					at Maximum of					Maximum of
	March 31, 2005					Offering Range					Offering Range					Offering Range					Offering Range (1)
			Percent
			of					Percent					Percent					Percent					Percent
			Assets					of					of					of					of
	Amount		(2)(3)			Amount		Assets(3)			Amount		Assets(3)			Amount		Assets(3)			Amount		Assets(3)
											(Dollars in Thousands)
Wauwatosa Savings Bank:
GAAP equity	$	130,072		9.67	%	$	150,962		11.01	%	$	154,780		11.25	%	$	158,597		11.49	%	$	162,987		11.77	%
Tier I Capital	$	131,292		9.91	%	$	152,182		11.27	%	$	156,000		11.51	%	$	159,817		11.75	%	$	164,207		12.03	%
Requirement		52,978		4.00	%		54,012		4.00	%		54,199		4.00	%		54,387		4.00	%		54,603		4.00	%
Excess	$	78,314		5.91	%	$	98,170		7.27	%	$	101,801		7.51	%	$	105,430		7.75	%	$	109,604		8.03	%
Tier I Risk-based	$	131,292		13.87	%	$	152,182		15.86	%	$	156,000		16.22	%	$	159,817		16.58	%	$	164,207		16.98	%
Requirement		37,862		4.00	%		38,379		4.00	%		38,473		4.00	%		38,567		4.00	%		38,675		4.00	%
Excess	$	93,430		9.87	%	$	113,803		11.86	%	$	117,527		12.22	%	$	121,250		12.58	%	$	125,532		12.98	%
Total Risk-based capital(4)	$	135,775		14.34	%	$	156,665		16.33	%	$	160,483		16.69	%	$	164,300		17.04	%	$	168,690		17.45	%
Requirement		75,725		8.00	%		76,758		8.00	%		76,946		8.00	%		77,134		8.00	%		77,349		8.00	%
Excess	$	60,050		6.34	%	$	79,907		8.33	%	$	83,537		8.69	%	$	87,166		9.04	%	$	91,341		9.45	%

(1)	As adjusted to give effect to a 15% increase in the number of shares of common stock outstanding after the offering which could occur due to an increase in the maximum of the independent valuation as a result of regulatory considerations, demand for the shares, or changes in market conditions or general economic conditions following the commencement of the offering.
(2)	Based on adjusted average total assets of $1,324,448,000 for the purposes of the Tier I capital requirements, and risk-weighted assets of $946,558,000 for the purposes of the risk-based capital requirement.
(3)	Pro forma capital levels assume that Wauwatosa Holdings funds the recognition and retention plan with purchases in the open market of 4% of the total of the shares sold in the offering and those contributed to the charitable foundation at a price equal to the price for which the shares of common stock are sold in the offering, and that the employee stock ownership plan purchases 8% of the total of the shares sold in the offering and those contributed to the charitable foundation with funds borrowed from Wauwatosa Holdings. See “MANAGEMENT” on page ___for a discussion of the recognition and retention plan and employee stock ownership plan.
(4)	Assumes 50% of net proceeds are invested in assets that carry a 50% risk-weighting.

CAPITALIZATION

     The following table presents the historical consolidated capitalization of Wauwatosa Savings at March 31, 2005, and the pro forma consolidated capitalization of Wauwatosa Holdings after giving effect to the offering, based upon the sale of the number of shares of common stock indicated in the table and the other assumptions set forth under “UNAUDITED PRO FORMA DATA” on page ___.

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				Pro Forma Consolidated Capitalization of
				Wauwatosa Holdings, Inc. at March 31, 2005
				Based upon the Sale for $10.00 Per Share of
													9,125,250
				5,865,000			6,900,000			7,935,000			Shares at
				Shares at			Shares at			Shares at			Adjusted
				Minimum			Midpoint of			Maximum of			Maximum of
	Historical			of Offering			Offering			Offering			Offering
	Capitalization			Range			Range			Range			Range (1)
							(Dollars in Thousands)
Deposits (2)	$	1,086,263		$	1,086,263		$	1,086,263		$	1,086,263		$	1,086,263
Borrowings		106,162			106,162			106,162			106,162			106,162
Total deposits and borrowings	$	1,192,425		$	1,192,425		$	1,192,425		$	1,192,425		$	1,192,425
Equity/Pro forma stockholders’ equity:
Preferred Stock, $.01 par value per share: 20,000,000 shares authorized; none to be issued		—			—			—			—			—
Common Stock, $.01 par value per share: 200,000,000 shares authorized; shares to be issued as reflected		—			196			230			265			304
Additional paid-in capital (3)					59,561			70,351			81,141			93,549
Retained Earnings		131,303			131,303			131,303			131,303			131,303
Accumulated other comprehensive income, net of tax		(1,231	)		(1,231	)		(1,231	)		(1,231	)		(1,231	)
Plus:
Tax benefit of contribution to charitable foundation (4)		—			1,177			1,385			1,593			1,832
Less:
Contribution to charitable foundation		—			(3,226	)		(3,795	)		(4,364	)		(5,019	)
Common stock acquired by employee stock ownership plan (5)		—			(4,950	)		(5,824	)		(6,697	)		(7,702	)
Common stock acquired by recognition and retention plan (6)		—			(2,475	)		(2,912	)		(3,349	)		(3,851	)
Total equity/pro forma stockholders’ equity (7)	$	130,072		$	180,355		$	189,507		$	198,661		$	209,185
Total pro forma stockholders’ equity as a percentage of pro forma total assets		9.67	%		12.93	%		13.50	%		14.06	%		14.69	%

(1)	As adjusted to give effect to a 15% increase in the number of shares of common stock outstanding after the offering which could occur due to an increase in the maximum of the independent valuation as a result of regulatory considerations, demand for the shares of common stock, or changes in market conditions or general financial and economic conditions following the commencement of the offering.
(2)	Does not reflect withdrawals from deposit accounts for the purchase of shares of common stock in the offering. Such withdrawals would reduce pro forma deposits by the amount of such withdrawals.
(3)	No effect has been given to the issuance of additional shares of common stock pursuant to the stock option plan that Wauwatosa Holdings expects to adopt. In addition to tax-qualified employee stock benefit plans, the stock issuance plan permits Wauwatosa Holdings to adopt one or more stock benefit plans, subject to shareholder approval, in an amount up to 14% of the number of shares of common stock held by persons other than Lamplighter Financial, MHC.
(4)	Represents the tax effect of the contribution to the charitable foundation based on a 36.5% tax rate. The realization of the deferred tax benefit is limited annually to a maximum deduction for charitable foundations equal to 10% of Wauwatosa Holdings’ annual taxable income, subject to our ability to carry forward any unused portion of the deduction for five years following the year in which the contribution is made.
(5)	Assumes that 8% of the total of the shares sold in the offering and issued to the charitable foundation will be purchased by the employee stock ownership plan and that the funds used to acquire the employee stock ownership plan shares will be borrowed from Wauwatosa Holdings. The common stock acquired by the employee stock ownership plan is reflected as a reduction of shareholders’ equity. Wauwatosa Savings will provide the funds to repay the employee stock ownership plan loan. See “MANAGEMENT—Future Benefit Plans” on page ___.
(6)	Assumes that subsequent to the offering, 4% of the total of the shares sold in the offering and issued to the charitable foundation are purchased with funds provided by Wauwatosa Holdings by the recognition and retention plan in the open market at a price equal to the price for which the shares are sold in the offering. The shares of common stock to be purchased by the recognition and retention plan is reflected as a reduction of shareholders’ equity. See “PRO FORMA DATA” on page ___, and “MANAGEMENT” on page ___. In addition to tax-qualified employee stock benefit plans, the Plan of Reorganization and Stock Issuance Plan permit Wauwatosa Holdings to adopt one or more stock benefit plans, in an amount up to 14% of the number of shares of common stock held by persons other than Lamplighter Financial, MHC. The recognition and retention plan will not be implemented for at least six months after the offering and until it has been approved by stockholders.
(7)	Pro forma shareholders’ equity equals GAAP capital plus 50% of the net offering proceeds retained by Wauwatosa Holdings.

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UNAUDITED PRO FORMA DATA

     We cannot determine the actual net proceeds from the sale of the common stock until the offering is completed. However, we estimate that net proceeds will be between $56.6 million and $77.1 million, or $88.9 million if the offering range is increased by 15%, based upon the following assumptions:

•   we will sell all shares of common stock in the subscription offering;

•   our employee stock ownership plan will purchase 8% of the total of the shares sold in the offering and issued to the charitable foundation with a loan from Wauwatosa Holdings. The loan will be repaid in substantially equal principal payments over a period of 10 years;

•   Keefe, Bruyette & Woods, Inc. will receive a fee equal to 1.0% of the dollar amount of shares of common stock sold in the offering. No fee will be paid with respect to shares of common stock contributed to the charitable foundation, purchased by our qualified and non-qualified employee stock benefit plans or by our officers, directors and employees, and their immediate families; and

•   total expenses of the offering, including the marketing fees to be paid to Keefe, Bruyette & Woods, Inc. will be between $2.0 million at the minimum of the offering range and $2.3 million at the maximum of the offering range, as adjusted.

     We calculated the pro forma consolidated net income and stockholders’ equity of Wauwatosa Holdings for the nine months ended March 31, 2005 and the year ended June 30, 2004, as if the shares of common stock had been sold at the beginning of each period and as if the estimated net proceeds we received had been invested at assumed interest rates of 3.43% and 2.09% for the nine months ended March 31, 2005 and the year ended June 30, 2004, respectively, which represented the one-year U.S. Treasury rate as of those dates. We believe that the one-year treasury rate more accurately reflects the pro forma reinvestment rate than an arithmetic average method in light of current market interest rates. The related after-tax rates are 2.18% and 1.33%, respectively.

     The effect of withdrawals from deposit accounts for the purchase of shares of common stock has not been reflected. Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of common stock. No effect has been given in the pro forma stockholders’ equity calculations for the assumed earnings on the net proceeds. It is assumed that Wauwatosa Holdings will retain between $28.3 million and $38.6 million of the estimated net proceeds in the offering, or $44.5 million if the offering range is increased by 15% prior to the loan to the employee stock ownership plan. Of the amount retained by Wauwatosa Holdings, it will lend $5.0 million, $6.7 million and $7.7 million to the employee stock ownership plan at the minimum, maximum, and adjusted maximum of the offering range. The actual net proceeds from the sale of shares of common stock will not be determined until the offering is completed. However, we currently estimate the net proceeds to be between $56.6 million and $77.1 million, or $88.9 million if the

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offering range is increased by 15%. It is assumed that all shares of common stock will be sold in the subscription and community offerings.

     The pro forma table gives effect to the implementation of a recognition and retention plan. Subject to the receipt of shareholder approvals, we have assumed that the recognition and retention plan will acquire an amount of common stock equal to 4% of the total of the shares sold in the offering and those contributed to the charitable foundation because, under federal regulation, this is the maximum amount of shares that may be granted if such a plan is adopted within one year from the date of completion of the offering. In preparing the table below, we assumed that shareholder approval has been obtained and that the recognition and retention plan purchases in the open market a number of shares equal to 4% of the total of the shares sold in the offering and those contributed to the charitable foundation at the same price for which they were sold in the stock offering. We assume that shares of common stock are granted under the plan in awards that vest over a five-year period. The stock issuance plan provides that we may grant awards under one or more stock benefit plans (exclusive of shares awarded under one or more tax-qualified employee stock benefit plans) in an amount up to 14% of the number of shares of common stock held by persons other than Lamplighter Financial, MHC. We may decide to establish a recognition and retention plan that awards more than 4% of the shares sold in the offering and those contributed to the charitable foundation.

     As discussed under “HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING” on page ___, Wauwatosa Holdings intends to retain 50% of the net proceeds from the offering and to contribute the remaining net proceeds from the offering to Wauwatosa Savings. Wauwatosa Holdings will use a portion of the proceeds it retains to make a loan to the employee stock ownership plan, and retain the rest of the proceeds for future use.

The pro forma table does not give effect to:

•   shares of common stock to be reserved for issuance under the stock option plan;

•   withdrawals from deposit accounts for the purpose of purchasing shares of common stock in the offering;

•   Wauwatosa Holdings’ results of operations after the offering; or

•   changes in the market price of the common stock after the offering.

     The following pro forma information may not represent the financial effects of the offering at the date on which the offering actually occurs and you should not use the table to indicate future results of operations. Pro forma stockholders’ equity represents the difference between the stated amount of assets and liabilities of Wauwatosa Savings computed in accordance with generally accepted accounting principles. We did not increase or decrease stockholders’ equity to reflect the difference between the carrying value of loans and other assets and their market value. Pro forma stockholders’ equity is not intended to represent the fair market value of the common stock, and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Pro forma stockholders’ equity does not give effect to the impact of tax bad debt reserves in the event we are liquidated.

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	At or For the Nine Months Ended March 31, 2005
	Based Upon the Sale at $10.00 Per Share of
	5,865,000			6,900,000			7,935,000			9,125,250
	Shares at			Shares at			Shares at			Shares at 15%
	Minimum of			Midpoint of			Maximum of			Above Estimated
	Estimated			Estimated			Estimated			Offering
	Offering Range			Offering Range			Offering Range			Range (1)
				(Dollars in Thousands, Except Per Share Amount)
Gross proceeds	$	58,650		$	69,000		$	79,350		$	91,253
Shares issued to the charitable foundation		3,226			3,795			4,364			5,019
Pro forma market capitalization	$	61,876		$	72,795		$	83,714		$	96,271
Gross proceeds	$	58,650		$	69,000		$	79,350		$	91,253
Expenses		(2,019	)		(2,114	)		(2,209	)		(2,318	)
Estimated net proceeds		56,631			66,886			77,141			88,935
Common stock acquired by employee stock ownership plan (3)		(4,950	)		(5,824	)		(6,697	)		(7,702	)
Common stock acquired by recognition and retention plan (4)		(2,475	)		(2,912	)		(3,349	)		(3,851	)
Estimated net proceeds after adjustment for stock benefit plans	$	49,206		$	58,151		$	67,095		$	77,382
For the Nine Months Ended March 31, 2005:
Net income —Historical (2)	$	6,376		$	6,376		$	6,376		$	6,376
Pro forma adjustments:
Income on adjusted net proceeds		803			948			1,094			1,262
Employee stock ownership plan (3)		(236	)		(278	)		(319	)		(367	)
Recognition and retention plan (4)		(236	)		(278	)		(319	)		(367	)
Stock options adjustment		(332	)		(391	)		(449	)		(517	)
Pro forma net income	$	6,375		$	6,378		$	6,384		$	6,388
Net income per share — Historical (2)	$	0.33		$	0.28		$	0.25		$	0.21
Pro forma adjustments:
Income on adjusted net proceeds		0.04			0.04			0.04			0.04
Employee stock ownership plan (3)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Recognition and retention plan (4)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Stock option adjustment(5)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Pro forma net income per share (3)(4)(5)(6)	$	0.33		$	0.28		$	0.25		$	0.21
Offering price to pro forma net income per share		22.73			26.79			30.00			35.71
Shares considered outstanding in calculating pro forma net income per share		19,073,557			22,439,479			25,805,400			29,676,210
At March 31, 2005:
Equity/Pro forma stockholders’ equity:
Historical	$	130,072		$	130,072		$	130,072		$	130,072
Estimated net proceeds		56,631			66,886			77,141			88,935
Capitalization of Lamplighter Financial, MHC		(100	)		(100	)		(100	)		(100	)
Plus: Shares issued to the charitable foundation		3,226			3,795			4,364			5,019
Less: Shares contributed to the charitable foundation		(3,226	)		( 3,795	)		(4,364	)		(5,019	)
Tax benefit of the contribution to the charitable foundation		1,177			1,385			1,593			1,832
Less:
Common stock acquired by employee stock ownership plan (3)		(4,950	)		(5,824	)		(6,697	)		(7,702	)
Common stock acquired by recognition and retention plan (3)		(2,475	)		(2,912	)		(3,349	)		(3,851	)
Pro forma stockholders’ equity (6)	$	180,355		$	189,508		$	198,660		$	209,186
Stockholders’ equity per share:
Historical	$	6.65		$	5.66		$	4.92		$	4.28
Estimated net proceeds		2.90			2.91			2.92			2.92
Capitalization of Lamplighter Financial, MHC		(0.01	)		(0.00	)		(0.00	)		(0.00	)
Plus: Shares issued to the charitable foundation		0.17			0.17			0.17			0.17
Less: Shares contributed to the charitable foundation		(0.17	)		( 0.17	)		( 0.17	)		( 0.17	)
Tax benefit of the contribution to the charitable foundation		0.06			0.06			0.06			0.06
Less:
Common stock acquired by employee stock ownership plan (3)		(0.25	)		(0.25	)		(0.25	)		(0.25	)
Common stock acquired by recognition and retention plan (3)		(0.13	)		(0.13	)		(0.13	)		(0.13	)
Pro Forma stockholders’ equity per share	$	9.22		$	8.25		$	7.52		$	6.88

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	At or For the Nine Months Ended March 31, 2005
	Based Upon the Sale at $10.00 Per Share of
	5,865,000			6,900,000			7,935,000			9,125,250
	Shares at			Shares at			Shares at			Shares at 15%
	Minimum of			Midpoint of			Maximum of			Above Estimated
	Estimated			Estimated			Estimated			Offering
	Offering Range			Offering Range			Offering Range			Range (1)
				(Dollars in Thousands, Except Per Share Amount)
Offering price as a percentage of pro forma stockholders’ equity per share		108.46	%		121.21	%		132.98	%		145.35	%
Shares considered outstanding in calculating offering price as a percentage of pro forma stockholders’ equity per share		19,550,000			23.000.000			26.450.000			30.417.500

	At or For the Year Ended June 30, 2004
	Based Upon the Sale at $10.00 Per Share of
	5,865,000			6,900,000			7,935,000			9,125,250
	Shares at			Shares at			Shares at			Shares at 15%
	Minimum of			Midpoint of			Maximum of			Above Estimated
	Estimated			Estimated			Estimated			Offering
	Offering Range			Offering Range			Offering Range			Range (1)
	(Dollars in Thousands, Except Per Share Amount)
Gross proceeds	$	58,650		$	69,000		$	79,350		$	91,253
Shares issued to the charitable foundation		3,226			3,795			4,364			5,019
Pro forma market capitalization	$	61,876		$	72,795		$	83,714		$	96,271
Gross proceeds	$	58,650		$	69,000		$	79,350		$	91,253
Expenses		(2,019	)		(2,114	)		(2,209	)		(2,318	)
Estimated net proceeds		56,631			66,886			77,141			88,935
Common stock acquired by employee stock ownership plan (3)		(4,950	)		(5,824	)		(6,697	)		(7,702	)
Common stock acquired by recognition and retention plan (4)		(2,475	)		(2,912	)		(3,349	)		(3,851	)
Estimated net proceeds after adjustment for stock benefit plans	$	49,206		$	58,151		$	67,095		$	77,382
For the Year Ended June 30, 2004:
Net income —Historical (2)	$	10,584		$	10,584		$	10,584		$	10,584
Pro forma adjustments:
Income on adjusted net proceeds		652			770			889			1,026
Employee stock ownership plan (3)		(314	)		(370	)		(425	)		(489	)
Recognition and retention plan (4)		(314	)		(370	)		(425	)		(489	)
Stock option adjustment (5)		(443	)		(521	)		(599	)		(689	)
Pro forma net income	$	10,165		$	10,093		$	10,024		$	9,943
Net income per share — Historical (2)	$	0.55		$	0.47		$	0.41		$	0.36
Pro forma adjustments:
Income on adjusted net proceeds		0.03			0.03			0.03			0.03
Employee stock ownership plan (3)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Recognition and retention plan (4)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Stock option adjustment (5)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Pro forma net income per share (3)(4)(5)(6)	$	0.52		$	0.44		$	0.38		$	0.33
Offering price to pro forma net income per share		19.23			22.73			26.32			30.30
Shares considered outstanding in calculating pro forma net income per share		19,079,744			22,446,758			25,813,772			29,685,837
At June 30, 2004:
Equity/Pro forma stockholders’ equity:
Historical	$	122,799		$	122,799		$	122,799		$	122,799
Estimated net proceeds		56,631			66,886			77,141			88,935
Capitalization of Lamplighter Financial, MHC		(100	)		(100	)		(100	)		(100	)
Plus: Shares issued to the charitable foundation		3,226			3,795			4,364			5,019
Less: Shares contributed to the charitable foundation		(3,226	)		( 3,795	)		(4,364	)		(5,019	)
Tax benefit of the contribution to the charitable foundation		1,177			1,385			1,593			1,832
Less:
Common stock acquired by employee stock ownership plan (3)		(4,950	)		(5,824	)		(6,697	)		(7,702	)
Common stock acquired by recognition and retention plan (3)		(2,475	)		(2,912	)		(3,349	)		(3,851	)
Pro forma stockholders’ equity (6)	$	173,082		$	182,235		$	191,387		$	201,913
Stockholders’ equity per share:
Historical	$	6.28		$	5.34		$	4.64		$	4.04
Estimated net proceeds		2.90			2.91			2.92			2.92
Capitalization of Lamplighter Financial, MHC		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Plus: Shares issued to the charitable foundation		0.17			0.17			0.17			0.17
Less: Shares contributed to the charitable foundation		(0.17	)		( 0.17	)		( 0.17	)		( 0.17	)
Tax benefit of the contribution to the charitable foundation		0.06			0.06			0.06			0.06

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	At or For the Year Ended June 30, 2004
	Based Upon the Sale at $10.00 Per Share of
	5,865,000			6,900,000			7,935,000			9,125,250
	Shares at			Shares at			Shares at			Shares at 15%
	Minimum of			Midpoint of			Maximum of			Above Estimated
	Estimated			Estimated			Estimated			Offering
	Offering Range			Offering Range			Offering Range			Range (1)
	(Dollars in Thousands, Except Per Share Amount)
Common stock acquired by employee stock ownership plan (3)		(0.25	)		(0.25	)		(0.25	)		(0.25	)
Common stock acquired by recognition and retention plan (3)		(0.13	)		(0.13	)		(0.13	)		(0.13	)
Pro Forma tangible stockholders’ equity per share	$	8.85		$	7.93		$	7.24		$	6.64
Offering price as a percentage of pro forma stockholders’ equity per share		112.99	%		126.10	%		138.12	%		150.60	%
Shares considered outstanding in calculating offering price as a percentage of pro forma stockholders’ equity per share		19,550,000			23.000.000			26.450.000			30.417.500

(1)	As adjusted to give effect to a 15% increase in the number of shares outstanding after the offering which could occur due to an increase in the maximum of the independent valuation as a result of regulatory considerations, demand for the shares, or changes in market conditions or general financial and economic conditions following the commencement of the offering.
(2)	Does not give effect to the non-recurring expense that will be recognized as a result of the contribution of common stock to the charitable foundation.
(3)	It is assumed that 8% of the total of the shares sold in the offering and issued to the charitable foundation will be purchased by the employee stock ownership plan. For purposes of this table, the funds used to acquire such shares are assumed to have been borrowed by the employee stock ownership plan from Wauwatosa Holdings. The amount to be borrowed is reflected as a reduction of stockholders’ equity. Wauwatosa Savings intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the principal and interest requirement of the debt. Wauwatosa Savings’ total annual payment of the employee stock ownership plan debt is based upon 10 equal annual installments of principal and interest. The pro forma net earnings information makes the following assumptions: (i) Wauatosa Savings’ contribution to the employee stock ownership plan is equivalent to the debt service requirement for the period presented and was made at the end of the period; (ii) 37,125, 43,677, 50,229 and 57,763 and 49,501, 58,236, 66,971 and 77,017 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, were committed to be released during the nine months ended March 31, 2005 and during the year ended June 30, 2004, at an average fair value equal to the price for which the shares are sold in the offering in accordance with SOP 93-6; and (iii) only the employee stock ownership plan shares committed to be released were considered outstanding for purposes of the net earnings per share calculations.
(4)	Gives effect to the recognition and retention plan expected to be adopted following the offering. We have assumed that this plan acquires a number of shares of common stock equal to 4% of the total of the shares sold in the offering and those contributed to the charitable foundation either through open market purchases or from authorized but unissued shares of common stock or treasury stock of Wauwatosa Holdings, if any. Funds used by the recognition and retention plan to purchase the shares will be contributed to the plan by Wauwatosa Holdings. In calculating the pro forma effect of the recognition and retention plan, it is assumed that the shares were acquired by the plan in open market purchases at the beginning of the period presented for a purchase price equal to the price for which the shares are sold in the stock offering, and that 15% and 20% of the amount contributed were an amortized expense (based upon a five-year vesting period) during the nine months ended March 31, 2005 and the year ended June 30, 2004, respectively. There can be no assurance that the actual purchase price of the shares granted under the recognition and retention plan will be equal to the purchase price paid in the offering. If shares are acquired from authorized but unissued shares of common stock or from treasury shares of Wauwatosa Holdings, there will be a dilutive effect of approximately 1.3% on the ownership interest of stockholders.
(5)	Gives effect to the granting of options pursuant to the stock-based incentive plan, which is expected to be adopted by Wauwatosa Holdings following the offering and presented to stockholders for approval not earlier than six months after the completion of the offering. We have assumed the options will be granted to acquire common stock equal to 10% of the shares sold in the offering and contributed to the charitable foundation. In calculating the pro forma effect of the stock options, it is assumed that the exercise price of the stock options and the trading price of the stock at the date of the grant were $10.00 per share, the estimated grant-date fair value pursuant to the application of the Black-Scholes option pricing model was $3.94 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five year vesting period of the options, and that 25.0% of the amortization expense (or the assumed portion relating to options granted to directors) resulted in a tax benefit using an assumed tax rate of 36.5%. Under the above assumptions, the adoption of the stock-based incentive plan will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share.
(6)	No effect has been given to the issuance of additional shares of common stock pursuant to the stock option plan, which is expected to be adopted by Wauwatosa Holdings following the offering and presented to shareholders for approval not earlier than six months after the completion of the offering. If the stock option plan is approved by shareholders and implemented sooner than one year after the completion of the offering, a number of shares up to 10% of the shares sold in the offering (including shares contributed to the charitable foundation) may be reserved for future issuance upon the exercise of options to be granted under the stock option plan. The issuance of authorized but previously unissued shares of common stock or treasury stock pursuant to the exercise of options under such plan would dilute existing shareholders’ ownership and voting interests by approximately 3.1%.
(7)	The retained earnings of Wauwatosa Savings will continue to be substantially restricted after the stock offering. See “Supervision and Regulation—Federal Regulations.”

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COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE FOUNDATION

     As set forth in the following table, if Wauwatosa Holdings were not making a contribution to the foundation as part of the reorganization, RP Financial estimates that the pro forma valuation of Wauwatosa Holdings would be greater, which would increase the amount of common stock offered for sale in the offering. At the minimum, midpoint, maximum and adjusted maximum of the valuation range, the pro forma valuation of Wauwatosa Holdings is $195.5 million, $230.0 million, $264.5 million, and 304.2 million with the charitable foundation, as compared to $199.8 million , $235.0 million, $270.3 million and $310.8 million, respectively, without the charitable foundation. There is no assurance that in the event that the contribution is not made to the charitable foundation, the appraisal prepared at that time would conclude that the pro forma market value of Wauwatosa Holdings would be the same as that estimated in the table below. Any appraisal prepared at that time would be based on the facts and circumstances existing at the time, including, among other things, market and economic conditions.

     For comparative purposes only, set forth below are certain pricing ratios and financial data and ratios at and for the nine months ended March 31, 2005 at the minimum, midpoint, maximum and adjusted maximum of the offering range, assuming that stock offering was completed at March 31, 2005, with and without the charitable foundation. Pro forma financial ratios are annualized. The valuation amounts referred to in table below relate to the value of the shares sold to the depositors and the public.

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	5,865,000 Shares Sold						6,900,000 Shares Sold						7,935,000 Shares Sold						9,125,250 Shares Sold
	Minimum of Estimated						Midpoint of Estimated						Maximum of Estimated						15% Above Estimated
	Offering Range						Offering Range						Offering Range						Offering Range
	With			Without			With			Without			With			Without			With			Without
	Foundation(1)			Foundation			Foundation(1)			Foundation			Foundation(1)			Foundation			Foundation(1)			Foundation
							(Dollars in Thousands, except per share amounts)
Estimated offering amount (1)	$	58,650		$	63,221		$	69,000		$	74,378		$	79,350		$	85,534		$	91,253		$	98,364
Pro forma market capitalization		61,876			63,221			72,795			74,378			83,714			85,534			96,271			98,364
Estimated full value		195,500			199,750			230,000			235,000			264,500			270,250			304,175			310,788
Total assets		1,394,996			1,398,183			1,404,149			1,407,898			1,413,301			1,417,614			1,423,827			1,428,787
Total liabilities		1,214,641			1,214,641			1,214,641			1,214,641			1,214,641			1,214,641			1,214,641			1,214,641
Pro forma stockholders’ equity		180,335			183,542			189,508			193,257			198,660			202,973			209,186			214,146
Pro forma net earnings		6,375			6,429			6,378			6,441			6,384			6,455			6,388			6,471
Pro forma stockholders’ equity per share		9.22			9.18			8.25			8.22			7.52			7.51			6.88			6.90
Pro forma net earnings per share		0.33			0.33			0.28			0.29			0.25			0.25			0.21			0.22
Pro forma pricing ratios:
Offering price as a percentage of pro forma stockholders’ equity per share		108.46	%		108.93	%		121.21	%		121.65	%		132.98	%		133.16	%		145.35	%		144.93	%
Offering price to pro forma net earnings per share		22.73			22.73			26.79			25.86			30.00			30.00			35.71			34.09
Pro forma financial ratios:
Return on assets (1)		0.61	%		0.61	%		0.61	%		0.61	%		0.60	%		0.61	%		0.60	%		0.60	%
Return on stockholders’ equity (1)		4.71	%		4.67	%		4.49	%		4.44	%		4.28	%		4.24	%		4.07	%		4.03	%
Stockholders’ equity to assets		12.93	%		13.13	%		13.50	%		13.73	%		14.06	%		14.32	%		14.69	%		14.99	%

⁽¹⁾ Annualized.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

     This discussion and analysis reviews our consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the consolidated financial statements and footnotes thereto, which appear beginning on page F-1 of this prospectus. You should read the information in this section in conjunction with the business and financial information regarding Wauwatosa Savings as provided in this prospectus. Unless otherwise indicated, the financial information presented in this section reflects the consolidated financial condition and results of operations of Wauwatosa Savings.

Overview

     Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets, consisting primarily of residential loans, construction loans and debt and mortgage-related securities and the interest we pay on our interest-bearing liabilities, consisting primarily of time deposits and borrowings from the Federal Home Loan Bank of Chicago. Wauwatosa Savings is a mortgage lender with mortgage loans comprising 99.99% of total loans receivable on March 31, 2005. Further, 84.8% of loans receivable are residential mortgage loans and 31.16% of loans receivable are over four-family residential mortgage loans on March 31, 2005. Wauwatosa Savings funds loan production primarily with retail deposits. On March 31, 2005, 89.7% of total deposits were time deposits also known as certificates of deposit. Wauwatosa Savings uses borrowings from the Federal Home Loan Bank of Chicago as a secondary source of funding. Federal Home Loan Bank advances outstanding on March 31, 2005 totaled $106.2 million or 9.8% of total deposits.

     Our results of operations also are affected by our provisions for loan losses, noninterest income and noninterest expense. Noninterest income currently consists primarily of service fees, income from the increase on the cash surrender value of our Bank Owned Life Insurance and miscellaneous other income. Noninterest expense currently consists primarily of compensation and employee benefits, occupancy, data processing, advertising and marketing, charitable contributions and other operating expenses including consulting and other professional fees. Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.

     Following the completion of the reorganization and offering, noninterest expense can be expected to increase as a result of the increase in costs associated with managing a public company, increased compensation expenses associated with adopting and funding our employee stock ownership plan, and the cost of stock contributed to the charitable foundation. Should Wauwatosa Holdings implement additional stock option, recognition and retention or other stock based compensation plans, compensation costs related to such share-based payment transactions will also be recognized in our consolidated financial statements.

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     Assuming that the adjusted maximum number of shares is sold in the offering, the contribution to the charitable foundation will be approximately 502,000 shares or $5.0 million, all of which will be expensed in the quarter during which the reorganization is completed. Under the same assumption, the employee stock ownership plan will acquire 770,000 shares with a $7.7 million loan from Wauwatosa Holdings that is expected to be repaid over 10 years, resulting in an annual expense (pre-tax) of approximately $689,000 (assuming that the common stock maintains a value of $10.00 per share). The actual expense that will be recorded for the employee stock ownership plan will be determined by the market value of the shares released to employees over the term of the loan. Accordingly, increases in the stock price above $10.00 per share will increase the employee stock ownership plan expense.

     It should be noted that while all financial information presented in this prospectus is based on a fiscal reporting period ending on June 30 each year, it is management’s intention to change the fiscal year to a calendar year effective December 31, 2005. Costs to be incurred with regard to this change have not been estimated, but will include additional legal, audit and accounting expenses. Changing the reporting period to a calendar year will eliminate timing differences that currently exist between the public reporting and audit year end and the tax, bank regulatory and management reporting year end.

Critical Accounting Policies

     Critical accounting policies are those that involve significant judgments and assumptions by management and that have, or could have, a material impact on our income or the carrying value of our assets.

     Allowance for Loan Losses. Wauwatosa Savings establishes valuation allowances on over four-family and commercial real estate loans considered impaired. A loan is considered impaired when, based on current information and events, it is probable that Wauwatosa Savings will not be able to collect all amounts due according to the contractual terms of the loan agreement. A valuation allowance is established for an amount equal to the impairment when the carrying amount of the loan exceeds the present value of the expected future cash flows, discounted at the loan’s original effective interest rate or the fair value of the underlying collateral.

     Wauwatosa Savings also establishes valuation allowances based on an evaluation of the various risk components that are inherent in the credit portfolio. The risk components that are evaluated include past loan loss experience; the level of nonperforming and classified assets; current economic conditions; volume, growth, and composition of the loan portfolio; adverse situations that may affect the borrower’s ability to repay; the estimated value of any underlying collateral; peer group comparisons; regulatory guidance; and other relevant factors. The allowance is increased by provisions charged to earnings and recoveries of previously charged-off loans and reduced by charge-offs. The adequacy of the allowance for loan losses is reviewed and approved quarterly by the Wauwatosa Savings board of directors. The allowance reflects management’s best estimate of the amount needed to provide for the probable loss on impaired loans and other inherent losses in the loan portfolio, and is based on a risk model developed and implemented by management and approved by the Wauwatosa Savings board of directors.

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     Actual results could differ from this estimate, and future additions to the allowance may be necessary based on unforeseen changes in loan quality and economic conditions. For example, if classified loans were double the actual balance at March 31, 2005, the effect would be to increase the allowance for loan losses on that date by approximately $1.2 million. In addition, federal regulators periodically review the Wauwatosa Savings allowance for loan losses. Such regulators have the authority to require the Wauwatosa Savings to recognize additions to the allowance at the time of their examination.

     If the allowance for loan losses is too low we may incur higher provisions for loan losses in the future resulting in lower net income. If an estimate of the allowance for loan losses is too high, we may experience lower provisions for loan losses resulting in higher net income.

     Income Taxes. We recognize income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that all or some portion of the deferred tax assets will not be realized.

     Wauwatosa Savings has an investment subsidiary operating in Nevada. The income earned by that corporation is not subject to tax in Wisconsin nor has any such tax been paid. An accrued liability has been recorded pursuant to the Statement of Financial Accounting Standards Board No. 5 because the Wisconsin Department of Revenue has generally indicated that it may assess franchise taxes on the income of such out of state subsidiaries. Wauwatosa Savings has accrued an estimated liability, as of March 31, 2005, of $1.8 million net of the federal tax benefit. The accrued gross estimated liability provided during fiscal 2005, and as of March 31, 2005, is $2.8 million offset by a $1.0 million federal tax benefit. Wauwatosa Savings will continue to accrue state income tax until such time as this issue is resolved. See “RISK FACTORS – Wisconsin Tax Developments Could Reduce Our Net Income” on page ___and Note 9 to the Consolidated Financial Statements for additional information.

     Management believes its tax policies and practices are critical because the determination of the tax provision and current and deferred tax assets and liabilities have a material impact on our net income and the carrying value of our assets. We have no plans to change the tax recognition methodology in the future. If our estimated valuation allowance is too high or too low it will affect our future net income. Net deferred tax assets totaled $4.8 and $4.0 million on March 31, 2005 and June 30, 2004 respectively and there were no valuation allowances. If our estimated current and deferred tax assets and liabilities and any related estimated valuation allowance is too high or too low, it will affect our future net income in the year that the new information enabling us to better evaluate our estimates of income tax assets and liabilities becomes available.

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Comparison of Financial Condition at March 31, 2005 and June 30, 2004

     Our total assets increased by $104.6 million, or 8.4%, to $1.3 billion at March 31, 2005 from $1.2 billion at June 30, 2004. The increase in total assets resulted primarily from increases in loans receivable. Loans receivable, net, increased by $108.9 million, or 10.2%, to $1.2 billion at March 31, 2005 from $1.1 billion at June 30, 2004. Approximately two-thirds (68.0%) of the increase in loans receivable, or $74.1 million, was attributable to the increase in residential real estate mortgage loans on properties consisting of two or more units. The increase in loans receivable reflected continued strong demand for loans in the relatively low interest rate environment. During the nine months ended March 31, 2005, available for sale securities decreased by $12.3 million, or 12.3%, to $87.3 million from $99.5 million at June 30, 2004. Cash and cash equivalents decreased by $1.8 million, or 9.2%, to $17.6 million at March 31, 2005 from $19.4 million at June 30, 2004. Office properties and equipment, net, increased by $7.3 million, or 45.8%, to $23.2 million at March 31, 2005, from $15.9 million at June 30, 2004. The increase was primarily the result of the purchase of the Wauwatosa Savings corporate center for $3.8 million in November 2004 and the March 2005 execution of a capital lease in the amount of $3.4 million for the replacement of the existing Waukesha branch office scheduled to be completed in fiscal 2006.

     Total deposits increased by $50.7 million, or 4.9%, to $1.1 billion at March 31, 2005 from $1.0 billion at June 30, 2004. Interest bearing deposits increased by $53.8 million while non-interest bearing deposits decreased by $3.1 million. Advances from the Federal Home Loan Bank increased by $46.2 million, or 76.9%, to $106.2 million at March 31, 2005 from $60 million at June 30, 2004, reflecting our ongoing willingness to use wholesale funding when deemed appropriate by management and in accordance with our Board of Directors approved liquidity policy. Internal policy currently allows for maximum Federal Home Loan Bank advances equal to 15% of total deposits. Federal Home Loan Bank advances at March 31, 2005 were 9.8% of total deposits.

     Total equity increased by $7.3 million, or 5.9%, to $130.1 million at March 31, 2005 from $122.8 million at June 30, 2004, primarily reflecting net income of $6.4 million for the nine months, plus a decrease of $900,000 in unrealized losses on available for sale securities, net of taxes.

Comparison of Financial Condition at June 30, 2004 and June 30, 2003

     Our total assets increased by $135.2 million, or 12.2%, to $1.2 billion at June 30, 2004 from $1.1 billion at June 30, 2003. The increase in total assets resulted primarily from increases in loans receivable. Available for sale securities increased by $9.1 million, or 10.1%, to $99.5 million at June 30, 2004 from $90.5 million at June 30, 2003. Loans receivable increased by $123.5 million, or 13.1%, to $1.1 billion at June 30, 2004 from $940.0 million at June 30, 2003, reflecting strong demand for new loans primarily resulting from the low interest rate environment. Of the total increase in loans receivable, net, $74.3 million, or 60.1%, was attributable to residential mortgage loans of two or more units. Cash and cash equivalents decreased by $9.4 million, or 32.6%, to $19.4 million at June 30, 2004 from $28.8 million at June 30, 2003 primarily in order to fund net loan production. Federal Home Loan Bank stock increased by $4.7 million, or 53.9%, in fiscal 2004 as the result of a voluntary stock purchase

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made for investment purposes. Federal Home Loan Bank stock paid dividends at an average rate of 6.63% in calendar 2003. In addition, during fiscal 2003, Wauwatosa Savings purchased $13 million of Bank Owned Life Insurance. These policies were purchased to offset the future obligations to Wauwatosa Savings employees under various benefit plans. Bank Owned Life Insurance is carried at the estimated net realizable cash value as adjusted on a monthly basis.

     Total deposits increased by $126.1 million, or 13.9%, to $1.0 billion at June 30, 2004 from $909.5 million at June 30, 2003 due to an increase of $120.0 million in interest bearing deposits and $6.1 million in noninterest bearing deposits. Brokered certificates of deposit accounted for $33.4 million of the total increase in deposits for the period. Brokered deposits tend to be a more volatile source of funds than deposits obtained from the local community.

     Total equity increased by $8.2 million, or 7.2%, to $122.8 million at June 30, 2004 from $114.6 million at June 30, 2003, as a result of net income of $10.6 million partially offset by an increase of $2.4 million in unrealized losses on investment securities available for sale.

Comparison of Operating Results for the Nine Months Ended March 31, 2005 and March 31, 2004

     General. Net income decreased $1.4 million, or 17.8%, to $6.4 million for the nine months ended March 31, 2005 from $7.8 million for the nine months ended March 31, 2004. The decrease in net income resulted primarily from the establishment of an accrual related to a dispute with the Wisconsin Department of Revenue, which reduced net income for the 2005 period by $1.8 million. The accrual was recorded in the nine months ended March 31, 2005 as the direct result of a general settlement agreement offered by the Department of Revenue in a letter dated July 27, 2004, which requested a response by September 10, 2004. While numerous Wisconsin financial institutions have negotiated and accepted settlement agreements with the Department of Revenue, Wauwatosa Savings has neither accepted, rejected, nor offered an alternate settlement as of this time.

     Interest Income. Interest income increased by $5.8 million, or 11.9%, to $54.9 million for the nine months ended March 31, 2005 from $49.1 million for the nine months ended March 31, 2004. The increase in interest income was due to a $113 million increase in the average balance of interest-earning assets plus a 9 basis point increase in the average yield on interest-earning assets to 6.0% for the nine months ended March 31, 2005 from 5.9% for the nine months ended March 31, 2004. Interest income on loans receivable increased by $5.9 million, or 12.9%, to $51.6 million from $45.7 million. Interest income on available for sale securities decreased $51,000, or 1.5%, to $3.4 million for the nine months ended March 31, 2005 from $3.4 million for the nine months ended March 31, 2004.

     Interest Expense. Interest expense increased $2.0 million, or 8.2%, to $26.3 million for the nine months ended March 31, 2005 from $24.3 million for the nine months ended March 31, 2004. The increase in interest expense was due to a $117.3 million increase in the average balance of interest-bearing liabilities partially offset by a 10 basis point decrease, to 3.09%, in the average cost of interest bearing liabilities (primarily deposit accounts). The decrease in the average cost of interest-bearing liabilities was primarily due to a shortening of the length-of-term for outstanding certificates of deposit. Certificates with contractual terms of three to four years

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decreased by $44.0 million, or 49.9%, while certificates with contractual terms of one year or less increased by $134.6 million, or 30.6%.

     Net Interest Income. Net interest income increased $3.9 million, or 15.5%, to $28.6 million for the nine months ended March 31, 2005 from $24.8 million for the nine months ended March 31, 2004 primarily due to an increase in average earning assets to $1.2 billion for the nine months ended March 31, 2005 from $1.1 billion for the nine months ended March 31, 2004, plus an increase in our net interest rate spread to 2.91% for the nine months ended March 31, 2005 from 2.72% for the nine months ended March 31, 2004. The increase in our net interest rate spread resulted from the combination of both an increase in the yield on average interest-earning assets and a decrease in the cost of average interest-bearing liabilities.

     Provision for Loan Losses. We establish provisions for loan losses, which are charged to operations, at a level necessary to absorb known and inherent losses that are both probable and reasonably estimable at the dates of the financial statements. In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change. The level of the allowance for loan losses is based on estimates, and ultimate losses may vary from the estimates.

     Based on our evaluation of these factors, management recorded a provision of $1.3 million for the nine months ended March 31, 2005, as compared to a provision of $524,000 for the nine months ended March 31, 2004. The provision increased as a result of significant loan growth and a 167.1% increase in classified loans since June 30, 2004. The provision reflects probable and reasonably estimable losses in our loan portfolio. At March 31, 2005, the allowance for loan losses totaled $4.5 million, or 0.38% of total loans receivable, compared to $3.4 million at June 30, 2004, or 0.32% of total loans reflecting the overall growth in the loan portfolio and the significant increase in classified loans.

     Noninterest Income. Noninterest income increased by $273,000, or 11.7%, to $2.6 million for the nine months ended March 31, 2005 compared to $2.3 million for the nine months ended March 31, 2004. The increase in noninterest income resulted primarily from a $488,000 net gain from the sale of land and building during the period ended March 31, 2005. There was no comparable transaction during the nine months ended March 31, 2004.

     Noninterest Expense. Total noninterest expense increased by $2.5 million, or 16.1%, to $17.8 million for the nine months ended March 31, 2005 from $15.4 million for the nine months ended March 31, 2004. The increase in noninterest expense resulted primarily from increases in charitable contributions, salaries and employee benefits and other noninterest expenses. Charitable contributions increased by $1.1 million, or 125.2%, to $1.9 million for the nine months ended March 31, 2005 compared to $844,000 for the nine months ended March 31, 2004.

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     Salaries and employee benefits increased by $490,000, or 6.1%, to $8.5 million for the nine month ended March 31, 2005 from $8.1 million for the nine months ended March 31, 2004. The primary reasons for the increase in salaries and employee benefits expense were due to increased staffing levels in connection with Bank growth, annual increases in salary for existing employees and increases in pension benefits expenses. The number of full-time equivalent employees increased to 190 as of March 31, 2005 from 184 as of March 31, 2004. Pension benefits expense increased from $293,000 for the nine months ended March 31, 2004 to $361,000 for the nine months ended March 31, 2005 primarily due to increases in the number of participants.

     Other noninterest expense for the nine months ended March 31, 2005 included $305,000 related to the write-off of an investment in a partnership that made loans to non-profit, low income housing. There was no comparable expense in the nine months ended March 31, 2004. The write-off was the result of estimated impairment to the value of the related properties based upon information received in the second quarter of fiscal 2005.

     As a public company, we expect our noninterest expense to increase, reflecting costs of SEC reporting, compliance with the requirements of the Sarbanes-Oxley Act of 2002, and our employee stock ownership plan and other stock-owned benefit plans.

     Income Tax Expense. Income tax expense increased to $5.9 million for the nine months ended March 31, 2005 from $3.5 million for the nine months ended March 31, 2004. The effective tax rate was 48.2% for the nine months ended March 31, 2005 compared to 31.0% for the nine months ended March 31, 2004. The effective tax rate for the nine months ended March 31, 2005 differs from the statutory tax rate of 35% primarily due to the accrued liability of $1.8 million net of federal tax benefit related to an on-going dispute with the Wisconsin Department of Revenue. The accrued gross state liability as of March 31, 2005 is $2.8 million offset by a $1.0 million federal tax benefit. The effective tax rate for the nine months ended March 31, 2004 differs from the statutory tax rate of 35% primarily due to nontaxable earnings on bank-owned life insurance and municipal securities.

     Like many financial institutions located in Wisconsin, Wauwatosa Savings transferred investment securities and mortgage loan participations to an out-of-state subsidiary. Wauwatosa Savings’ Nevada chartered subsidiary now holds and manages those assets. Because the subsidiary is chartered and located in the state of Nevada, income from its operations has not been subject to Wisconsin state taxation. The investment subsidiary has not filed returns with, or paid income or franchise taxes to, the State of Wisconsin. The Wisconsin Department of Revenue (the “Department”) recently implemented a program to audit Wisconsin financial institutions which have formed and contributed assets to subsidiaries located outside of Wisconsin, and the Department has generally indicated that it intends to assess income or franchise taxes on the income of the out-of-state investment subsidiaries of Wisconsin financial institutions. The Department has not issued an assessment to Wauwatosa Savings, but the Department has stated that it intends to do so if the matter is not settled.

     Prior to the formation of the investment subsidiary, Wauwatosa Savings sought and obtained private letter rulings from the Department regarding the non-taxability of the investment subsidiary in the State of Wisconsin. Wauwatosa Savings believes that it complied

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with Wisconsin law and the private ruling received from the Department. Should assessment be forthcoming, Wauwatosa Savings intends to defend its position through the normal administrative appeals process in place at the Department and through other judicial channels if necessary. Although Wauwatosa Savings will oppose any such assessment, there can be no assurance that the Department will not be successful in whole or in part in its efforts to tax the income of Wauwatosa Savings’ Nevada investment subsidiary. During the nine months ended March 31, 2005, Wauwatosa Savings accrued an estimated state liability, including interest, of $2.8 million for the probable assessment amount on the basis of facts known at that time. A deferred federal tax benefit of $1.0 million was also established as a result of this accrual. Wauwatosa Savings intends to continue accruing state income taxes on future investment subsidiary earnings consistent with the accrual previously described until such time as the dispute is resolved. Wauwatosa Savings does not expect the resolution of this matter to materially affect its consolidated results of operations and financial position beyond the amounts accrued.

     A resolution of this matter in line with our accrual would result in a reduction of cash from operating activities, in the year the matter is resolved, of $1.8 million. An adverse resolution of this matter beyond that currently anticipated would result in an increased reduction of cash from operating activities. Should the resolution of this matter result in an amount greater or lesser than the amount accrued at March 31, 2005, then the difference would be accounted for as a change in estimate and be charged or credited to income tax expense in the period that new information becomes available to better assess the probable loss from this matter.

Comparison of Operating Results for the Years Ended June 30, 2004 and June 30, 2003

     General. Net income decreased $521,000, or 4.7%, to $10.6 million in fiscal 2004 from $11.1 million for fiscal 2003. The decrease in net income resulted from an increase in higher noninterest expense of $2.8 million, or 15.7%, to $20.4 million for fiscal 2004 from $17.6 million for fiscal 2003. The increase in noninterest expense was partially offset by an increase in net interest income of $1.7 million, or 5.2%, to $33.7 million for fiscal 2004 from $32.0 million for fiscal 2003 and a related decrease in income tax expense of $879,000, or 15.3%, to $4.8 million from $5.7 million for fiscal 2003.

     Interest Income. Interest income decreased by $363,000, or 0.5%, to $66.1 million for fiscal 2004 from $66.5 million for fiscal 2003. The decrease in interest income resulted from a 77 basis point decrease in the average yield on interest-earning assets to 5.85% for fiscal 2004 from 6.62% for fiscal 2003, which was only partially offset by an increase in average interest-earning assets to $1.1 billion for fiscal 30, 2004 from $1.0 billion for fiscal 2003. The decrease in average yield reflected the decrease in market interest rates generally from fiscal 2003 through fiscal 2004. The increase in average interest-earning assets reflected continued strong demand for mortgage loans in a low interest rate environment.

     Interest Expense. Total interest expense decreased by $2.0 million, or 5.9%, to $32.4 million for fiscal 2004 from $34.5 million for fiscal 2003. The decrease in total interest expense resulted from a 63 basis point decrease in the average cost of interest-bearing liabilities to 3.15% for fiscal 2004 from 3.78% for fiscal 2003, which was only partially offset by a $117.1 million, or 12.8%, increase in average interest-bearing liabilities to $1.0 billion for fiscal 2004 from

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$911.9 million for fiscal 2003. The decrease in the average cost of interest-bearing liabilities primarily reflected the continued decline in market interest rates generally which resulted in lower rates offered on all deposit account products, especially time accounts or certificates of deposit.

     Net Interest Income. Net interest income increased $1.7 million, or 5.2%, to $33.7 million for fiscal 2004 from $32.0 million for fiscal 2003 in spite of a 14 basis point decline in the net interest rate spread to 2.70% for fiscal 2004 from 2.84% for fiscal 2003. The increase in net interest income is the direct result of the 9.3% increase in average loans receivable for the period plus the 69.4% increase in available for sale securities.

     Provision for Loan Losses. Management provided $860,000 for loan losses for fiscal 2004, compared to a provision of $520,000 for fiscal 2003. The provision increased as a result of an increase both in the loan portfolio as well as an increase in actual net chargeoffs of $423,000 in fiscal 2004. At June 30, 2004, the allowance for loan losses totaled $3.4 million, or 0.32% of total loans, compared to $3.0 million, or 0.31% of total loans, at June 30, 2003.

     Noninterest Income. Noninterest income increased by $42,000, or 1.4%, to $3.0 million for fiscal 2004 from $3.0 million for fiscal 2003. The increase in cash surrender value of life insurance totaling $1.0 million in fiscal 2004 was $387,000 higher than the prior fiscal year. Wauwatosa Savings purchased policies totaling $13 million in February 2003 generating other income for the remaining five months of fiscal 2003 and all 12 months of fiscal 2004.

     Service charges and fees decreased $363,000 or 24.1% to $1.1 million for fiscal 2004 compared to $1.5 million for fiscal 2003. Wauwatosa Savings’ most recent refinancing wave peaked in fiscal 2003.

     Noninterest Expense. Noninterest expense increased by $2.8 million, or 15.7%, to $20.4 million for fiscal 2004 from $17.6 million for fiscal 2003. The primary reasons for the increase in noninterest expense were increases in salary and employee benefits and occupancy expenses. Salaries and employee benefits expenses increased by $2.1 million, or 23.3%, to $10.8 million for fiscal 2004 from $8.7 million for fiscal 2003. The increase was primarily the result of higher salaries, staff increases, and higher health insurance expenses. Occupancy and equipment expenses increased by $936,000, or 36.9%, to $3.5 million for fiscal 2004 from $2.5 million for fiscal 2003. The increase was primarily the result of opening a new branch office in Oconomowoc, Wisconsin in mid-2003 and the establishment of a non-retail, corporate center leased in November 2002 and opened in April 2003.

     Income Tax Expense. Income tax expense decreased to $4.9 million for the year ended June 30, 2004 from $5.7 million for the year ended June 30, 2003. The lower income tax expense was the direct result of the overall decline in income before taxes plus the effect of the non-taxable income from the increase in cash value of life insurance. The effective tax rate was 31.5% for 2004 compared to 34.1% for 2003.

Comparison of Operating Results for the Years Ended June 30, 2003 and June 30, 2002

     General. Net income increased $266,000, or 2.45%, to $11.1 million for fiscal 2003 from $10.8 million for fiscal 2002. The increase in net income was the result of both higher net

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interest income and higher noninterest income as partially offset by an increase in noninterest expense. Net interest income increased by $3.3 million, or 11.4%, to $32.0 million for fiscal 2003 as compared to the prior year. Noninterest income increased by $852,000, or 39.8%, to $2.9 million for fiscal 2003 as compared to the prior year. Noninterest expense increased by $3.8 million, or 27.1%, to $17.6 million for fiscal 2003 as compared to the prior year.

     Interest Income. Interest income decreased by $3.7 million, or 5.2%, to $66.4 million for fiscal 2003 from $70.1 million for the prior year. The decrease in interest income resulted from a 64 basis point decrease in the average yield on interest-earning assets to 6.62% for fiscal 2003 from 7.26% for fiscal 2002, partially offset by a $37.8 million increase in average interest-earning assets to $1.0 billion for fiscal 2003 from $996.1 million for fiscal 2002. The decrease in average yield reflected the decrease in market interest rates generally from fiscal year 2002 through fiscal year 2003. The increase in average interest-earning assets reflected continued strong demand for mortgage loans in a low interest rate environment.

     Interest Expense. Total interest expense decreased by $7.0 million, or 16.8%, to $34.5 million for fiscal 2003 from $41.4 million for fiscal 2002. The decrease in total interest expense resulted from a 97 basis point decrease in the average cost of interest-bearing liabilities to 3.78% for fiscal 2003 from 4.75% for fiscal 2002, which was only partially offset by a $40.9 million, or 4.7%, increase in average interest-bearing liabilities to $911.9 million for fiscal 2003 from $871.0 million for fiscal 2002. The decrease in the average cost of interest-bearing liabilities primarily reflected the continued decline in market interest rates generally which resulted in lower rates offered on all deposit account products.

     Net Interest Income. Net interest income increased by $3.3 million, or 11.4%, to $32.0 million for fiscal 2003 from $28.7 million for fiscal 2002. This increase was due to the fact that with the overall decline in interest rates for the period, Wauwatosa Savings’ interest expense dropped by more than its interest income.

     Provision for Loan Losses. Management provided $520,000 for loan losses for fiscal 2003, compared to a provision of $1.3 million for fiscal 2002. The provision decreased in spite of the fact that the net loan portfolio increased by 5.0% during the year. The larger provision for fiscal 2002 was the direct result of the higher charge-off level in that year. Actual net charge-offs were $29,000 for fiscal 2003 as compared to $880,000 for fiscal 2002. At June 30, 2003, the allowance for loan losses totaled $3.0 million, or 0.32% of total loans, compared to $2.5 million, or 0.28% of total loans, at June 30, 2002.

     Noninterest Income. Noninterest income increased by $852,000, or 39.8%, to $3.0 million for fiscal 2003 as compared to fiscal 2002. The biggest increase in noninterest income was from prepayment penalties on loans which increased by $223,000, or 34.0%, to $878,000 for fiscal 2003 from $655,000 for fiscal 2002. Wauwatosa Savings generally includes a prepayment penalty clause in all mortgage loan contracts. The prepayment penalty is regularly waived if the customer replaces a prepaid mortgage loan with a new mortgage loan. The second largest increase in noninterest income was generated by the increase in cash surrender value of life insurance. That increase was $153,000, totaling $620,000, for fiscal 2003 verses the prior fiscal year. Wauwatosa Savings purchased policies totaling $13 million in February 2003 covering

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substantially all employees for the purpose of partially offsetting increasing employee benefit costs.

     Noninterest Expense. Noninterest expense increased by $3.7 million, or 27.1%, to $17.6 million for fiscal 2003 as compared to the prior year. The primary reasons for the increase in noninterest expense were increases in salary and employee benefits and occupancy expenses. Salaries and employee benefits expenses increased by $1.0 million, or 13.1%, to $8.7 million for fiscal 2003 from $7.7 million for fiscal 2002. The increase was primarily the result of higher salaries and staffing increases. The number of full-time equivalent staff increased from 131 at June 30, 2002 to 175 at June 30, 2003, or 33.6%. Three-fourths of the increase in staffing was directly related to production. Mortgage production staffing accounted for 28% of the increase, deposit production accounted for 28% of the increase and a new branch opened during the fiscal year accounted for 20% of the increase. Occupancy and equipment expenses increased by $751,000, or 42.1%, to $2.5 million for the year ended June 30, 2003 from $1.8 million for the year ended June 30, 2002. The increase was primarily the result of establishing a corporate center opened in April 2003.

     Income Tax Expense. Income tax expense increased to $5.7 million for fiscal 2003 from $4.8 million for fiscal 2002. The higher income tax expense was the direct result of the overall increase in income before taxes plus the beneficial effect of a net operating loss carryforward as applied to 2002 taxable income. The effective tax rate was 34.1% for 2003 compared to 30.8% for 2002.

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Average Balance Sheets, Interest and Yields/Costs

     The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances. The yields/costs for the nine months ended March 31 have been annualized. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

				Nine Months Ended March 31,
	At			2005								2004
	March 31,					Interest
	2005			Average		and						Average		Interest and
	Yield/Cost			Balance		Dividends			Yield/Cost			Balance		Dividends			Yield/Cost
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable, net		5.94	%	$	1,125,239	$	51,585	(1)		6.11	%	$	974,213	$	45,685	(1)		6.25	%
Investment securities		4.96			76,372		2,627			4.59			96,602		2,773			3.83
Other earning assets		4.00			18,833		724			5.13			36,525		629			2.30
Total interest-earning assets		5.83			1,220,443		54,936			6.00			1,107,340		49,087			5.91
Noninterest-earning assets					46,836								43,098
Total assets				$	1,267,279							$	1,150,438
Interest-bearing liabilities:
Demand and money market accounts		.70		$	90,008		600			0.89		$	87,226		679			1.04
Savings accounts		.61			24,515		91			0.49			22,328		84			0.50
Certificates of deposit		3.55			939,617		23,463			3.32			830,681		21,757			3.49
Total interest-bearing deposits		3.26			1,054,140		24,154			3.05			940,235		22,520			3.19
Advances from the Federal Home Loan Bank and Federal funds purchased		3.08			68,536		1,985			3.85			65,071		1,586			3.24
Other interest-bearing liabilities		2.89			5,868		150			3.40			5,964		189			4.22
Total interest-bearing liabilities		3.25			1,128,544		26,288			3.10			1,011,270		24,295			3.20
Noninterest-bearing liabilities					12,015								21,192
Total liabilities					1.140.559								1,032,462
Equity					126,720								117,976
Total liabilities and equity				$	1,267,279							$	1,150,438
Net interest income						$	28,647							$	24,792
Net interest rate spread (2)										2.91	%							2.72	%
Net interest-earning assets (3)				$	91,899							$	96,070
Net interest margin (4)										3.13	%							2.99	%
Average interest-earning assets to average interest-bearing liabilities										107.84	%							109.12	%

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	Year Ended June 30,
	2004								2003								2002
	Average		Interest and						Average		Interest and						Average		Interest and
	Balance		Dividends			Yield/Cost			Balance		Dividends			Yield/Cost			Balance		Dividends			Yield/Cost
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable, net	$	996,511	$	61,531	(1)		6.17	%	$	911,743	$	63,815	(1)		7.00	%	$	890,086	$	66,982	(1)		7.53	%
Available for sale securities(5) (6)		97,092		3,700			3.82			57,322		1,839			3.21			41,208		2,208			5.36
Other earning assets		35,287		857			2.43			34,847		798			2.29			34,803		934			2.69
Total interest-earning assets		1,128,890		66,088			5.85			1,003,912		66,452			6.62			966,097		70,124			7.26
Noninterest-earning assets		44,973								28,455								21,777
Total assets	$	1,173,863								1,032,367							$	987,874
Interest-bearing liabilities:
Demand and money market accounts	$	88,324		884			1.00		$	65,636		696			1.06		$	56,684		795			1.40
Savings accounts		22,675		113			.50			20,401		150			0.74			20,170		208			1.03
Certificates of deposit		847,126		29,085			3.43			772,862		31,496			4.08			766,084		39,164			5.11
Total interest-bearing deposits		958,125		30,083			3.14			858,899		32,342			3.77			842,938		40,167			4.77
Mortgagor’s and investor’s escrow accounts		5,624		241			4.29			6,140		317			5.16			6,533		363			5.56
Advances from the Federal Home Loan Bank and Federal funds purchased		65,237		2,109			3.23			46,866		1,800			3.84			21,492		882			4.10
Total interest-bearing liabilities		1,028,986		32,432			3.15			911,905		34,459			3.78			870,963		41,412			4.75
Noninterest-bearing liabilities		25,680								11,445								20,182
Total liabilities		1,054,666								923,350								891,145
Equity		119,197								109,017								96,729
Total liabilities and equity	$	1,173,863							$	1,032,367							$	987,874
Net interest income			$	33,656							$	31,993							$	28,712
Net interest rate spread (2)							2.70	%							2.84	%							2.50	%
Net interest-earning assets (3)	$	99,904							$	92,007							$	95,134
Net interest margin (4)							2.98	%							3.19	%							2.97	%
Average interest-earning assets to average interest-bearing liabilities							109.71	%							110.09	%							110.92	%

(1)	Includes net deferred loan fee amortization income of $683,000 and $628,000 for the nine months ended March 31, 2005 and 2004, respectively and $1,008,000, $930,000 and $1,155,000 for the years ended June 30, 2004, 2003 and 2002, respectively.
(2)	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(3)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(4)	Net interest margin represents net interest income divided by average total interest-earning assets.
(5)	Average balance of available for sale securities is based on amortized historical cost.
(6)	Interest income from tax exempt securities is not significant to total interest income, therefore, interest and yield on interest earnings assets is not stated on a tax equivalent basis.

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Rate/Volume Analysis

     The following table sets forth the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionately based on the changes due to rate and the changes due to volume.

	Nine Months Ended March 31,									Years Ended June 30,
	2005 vs. 2004									2004 vs. 2003
	Increase (Decrease)									Increase (Decrease)
	Due to									Due to
	Volume			Rate			Net			Volume			Rate			Net
	(In Thousands)
Interest and dividend income:
Loans receivable(1) (2)	$	7,466		$	(1,166	)	$	5,900		$	5,625		$	(7,909	)	$	(2,284	)
Securities interest and income from other earning assets(3)		(1,313	)		1,263			(50	)		1,596			325			1,921
Total interest-earning assets		6,153			(302	)		5,850			7,221			(7,584	)		(363	)
Interest expense:
Demand and Money Market accounts		33			(112	)		(79	)		229			(40	)		189
Savings accounts		9			(2	)		7			15			(52	)		(37	)
Certificates of deposit		3,250			(1,544	)		1,706			2,846			(5,259	)		(2,413	)
Total interest-bearing deposits		3.292			(1,658	)		1,634			3,090			(5,351	)		(2,261	)
FHLB Advances		156			242			398			626			(317	)		309
Other interest-bearing liabilities		(5	)		(34	)		(39	)		(25	)		(51	)		(76	)
Total interest-bearing liabilities		3,443			(1,450	)		1,993			3,691			(5,719	)		(2,028	)
Net change in interest income	$	2,722		$	1,135		$	3,857		$	3,530		$	(1,865	)	$	1,665

	Years Ended June 30,
	2003 vs. 2002
	Increase (Decrease)
	Due to
	Volume			Rate			Net
	(In Thousands)
Interest and dividend income:
Loans receivable(1) (2)	$	1,600		$	(4,767	)	$	(3,167	)
Securities interest and income from other earning assets (3)		584			(1,090	)		(506	)
Total interest-earning assets		2,184			(5,857	)		(3,673	)
Interest expense:
Demand and Money Market accounts		114			(213	)		(99	)
Savings accounts		2			(60	)		(58	)
Certificates of deposit		343			(8,011	)		(7,668	)
Total interest-bearing deposits		459			(8,284	)		(7,825	)
FHLB Advances		979			(59	)		920
Other interest-bearing liabilities		(31	)		(15	)		(46	)
Total interest-bearing liabilities		1,407			(8,358	)		(6,951	)
Net change in interest income	$	777		$	2,500		$	3,278

(1)	Includes net deferred loan fee amortization income of $683,000 and $628,000 for the nine months ended March 31, 2005 and 2004, respectively and $1,008,000, $930,000 and $1,155,000 for the years ended June 30, 2004, 2003 and 2002, respectively.
(2)	Non-accrual loans have been included in average loans receivable balance
(3)	Average balance of available for sale securities is based on amortized historical cost.

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Management of Market Risk

     General. The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, Wauwatosa Savings’ Board of Directors has established an Asset/Liability Committee which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors. Management monitors the level of interest rate risk on a regular basis and the Asset/Liability Committee meets at least weekly to review our asset/liability policies and interest rate risk position, which are evaluated quarterly.

     We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. During the low interest rate environment that has existed in recent years, we have implemented the following strategies to manage our interest rate risk: (i) emphasized variable rate loans including variable rate one- to four-family, and commercial loans as well as three to five year commercial balloon loans, (ii) reducing and shortening the expected average life of the investment portfolio, and (iii) whenever possible, lengthening the term structure of our deposit base and our borrowings from the Federal Home Loan Bank of Chicago. These measures should serve to reduce the volatility of our net interest income in different interest rate environments.

     Income Simulation. Simulation analysis is an estimate of our interest rate risk exposure at a particular point in time. At least quarterly we review the potential effect changes in interest rates could have on the repayment or repricing of rate sensitive assets and funding requirements of rate sensitive liabilities. Our most recent simulation uses projected repricing of assets and liabilities at March 31, 2005 on the basis of contractual maturities, anticipated repayments and scheduled rate adjustments. Prepayment rate assumptions can have a significant impact on interest income simulation results. Because of the large percentage of loans and mortgage-backed securities we hold, rising or falling interest rates may have a significant impact on the actual prepayment speeds of our mortgage related assets that may in turn affect our interest rate sensitivity position. When interest rates rise, prepayment speeds slow and the average expected lives of our assets would tend to lengthen more than the expected average lives of our liabilities and therefore would most likely result in an increase to our liability sensitive position.

	Percentage
	Increase (Decrease) in
	Estimated Net
	Interest Income
	Over 12 Months
300 basis point increase in rates		(11.98	)%
200 basis point increase in rates		(7.54	)
100 basis point increase in rates		(3.29	)
100 basis point decrease in rates		1.61

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     Wauwatosa Savings’ Asset/Liability policy limits projected changes in net interest income to a maximum variance of (10%) to (20%) for various levels of interest rate changes measured over a twelve-month period when compared to the flat rate scenario. In addition, projected changes in the capital ratio are limited to 20 basis points and 50 basis points for various levels of changes in interest rates when compared to the flat rate scenario. These limits are re-evaluated on a periodic basis and may be modified, as appropriate. Because our balance sheet is liability sensitive, income is projected to decrease proportionately with increases in interest rates. At March 31, 2005, a 300 basis point immediate and instantaneous increase in interest rates had the affect of reducing forecast net interest income by 11.98% while a 100 basis point decrease in rates had the affect of increasing net interest income by 1.6%. At March 31, 2005, a 300 basis point immediate and instantaneous increase in interest rates had the affect of reducing the forecast return on assets by 21 basis points while a 100 basis point decrease in rates had the affect of increasing the return on assets by 2 basis points. While we believe the assumptions used are reasonable, there can be no assurance that assumed prepayment rates will approximate actual future mortgage-backed security and loan repayment activity.

Liquidity and Capital Resources

     We maintain liquid assets at levels we consider adequate to meet our liquidity needs. Our liquidity ratio averaged 1.5% and 3.0% for the nine months ended March 31, 2005 and June 30, 2004, respectively. The liquidity ratio is equal to average daily cash and cash equivalents for the period divided by average total assets. We adjust our liquidity levels to fund loan commitments, repay our borrowings, fund deposit outflows and pay real estate taxes on mortgage loans. We also adjust liquidity as appropriate to meet asset and liability management objectives. The operational adequacy of our liquidity position at any point in time is dependent upon the judgment of the Chief Financial Officer as supported by the full Asset/Liability Committee. Liquidity is monitored on a daily, weekly and monthly basis using a variety of measurement tools and indicators. Regulatory liquidity, as required by the Wisconsin Department of Financial Institutions, is based on current liquid assets as a percentage of the prior month’s average deposits and short-term borrowings. Minimum primary liquidity is equal to 4.0% of deposits and short-term borrowings and minimum total regulatory liquidity is equal to 8.0% of deposits and short-term borrowings. Wauwatosa Savings primary and total regulatory liquidity at March 31, 2005 was 4.02% and 9.56%, respectively.

     Our primary sources of liquidity are deposits, amortization and prepayment of loans, maturities of investment securities and other short-term investments, and earnings and funds provided from operations. While scheduled principal repayments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competition. We set the interest rates on our deposits to maintain a desired level of total deposits. In addition, we invest excess funds in short-term interest-earning assets, which provide liquidity to meet lending requirements. Additional sources of liquidity used for the purpose of managing long- and short-term cash flows include $45 million in Federal funds lines of credit with three commercial banks and advances from the Federal Home Loan Bank of Chicago. Internal policy limits reliance on Federal Home Loan Bank advances to 15% of total deposits.

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     A portion of our liquidity consists of cash and cash equivalents, which are a product of our operating, investing and financing activities. At March 31, 2005 and June 30, 2004, respectively, $17.6 million and $19.4 million of our assets were invested in cash and cash equivalents. Our primary sources of cash are principal repayments on loans, proceeds from the calls and maturities of debt and mortgage-related securities, increases in deposit accounts, Federal funds purchased and advances from the Federal Home Loan Bank of Chicago.

     Our cash flows are derived from operating activities, investing activities and financing activities as reported in our Consolidated Statements of Cash Flows included in our Consolidated Financial Statements.

     During the nine months ended March 31, 2005 and the year ended June 30, 2004, our loan originations, net of collected principal, totaled $111.5 million and $127.6 million, respectively, reflecting net growth in our portfolio due to a continued low interest rate environment and strong housing market. Cash received from the calls and maturities of debt and mortgage-related securities totaled $40.5 million and $51.3 million for the nine months ended March 31, 2005 and the year ended June 30, 2004, respectively. We purchased $31.9 million and $71.3 million in available-for-sale debt and mortgage-related securities during the nine months ended March 31, 2005 and the year ended June 30, 2004, respectively. We sold $4.7 million and $7.1 million in available-for-sale debt and mortgage-related securities during the nine months ended March 31, 2005 and the year ended June 30, 2004, respectively.

     Deposit flows are generally affected by the level of interest rates, the interest rates and products offered by local competitors, and other factors. The net increases in total deposits were $50.7 million and $126.1 million for the nine months ended March 31, 2005 and the year ended June 30, 2004, respectively.

     Liquidity management is both a daily and longer-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the Federal Home Loan Bank of Chicago, which provide an additional source of funds. At March 31, 2005, we had $106.2 million in advances from the Federal Home Loan Bank of Chicago, of which $48 million was due within 12 months, and an additional available borrowing limit of $361.7 million based on collateral requirements of the Federal Home Loan Bank of Chicago. Internal policies limit borrowings to 15% of total deposits, or $162.9 million at March 31, 2005.

     At March 31, 2005, we had outstanding commitments to originate loans of $135.0 million and unfunded commitments under lines of credit and stand-by letters of credit of $28.8 million. At March 31, 2005, certificates of deposit scheduled to mature in less than one year totaled $574.3 million. Based on prior experience, management believes that a significant portion of such deposits will remain with us, although there can be no assurance that this will be the case. In the event a significant portion of our deposits are not retained by us, we will have to utilize other funding sources, such as Federal Home Loan Bank of Chicago advances in order to maintain our level of assets. However, we cannot assure that such borrowings would be available on attractive terms, or at all, if and when needed. Alternatively, we would reduce our level of liquid assets, such as our cash and cash equivalents and securities available for sale in order to meet funding needs. In addition, the cost of such deposits may be significantly higher if

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market interest rates are higher or there is an increased amount of competition for deposits in our market area at the time of renewal.

     The following tables present information indicating various non-deposit contractual obligations and commitments of Wauwatosa Savings as of March 31, 2005 and the respective maturity dates.

Contractual Obligations

							More
					More		than
					than One		Three
					Year		Years
					Through		Through		Over
			One Year		Three		Five		Five
	Total		or Less		Years		Years		Years
					(In Thousands)
Federal Home Loan Bank advances(1)	$	106,162	$	48,000	$	58,162	$	—	$	—
Operating leases(2)		160		54		92		14
Capital lease		4,500		300		600		3,600
Salary continuation agreements		4,185		556		940		1,152		1,537
Total Contractual Obligations	$	115,007	$	48,910	$	58,854	$	4,766	$	1,537

(1)	Secured under a blanket security agreement on qualifying assets, principally, mortgage loans. Excludes interest which will accrue on the advances.
(2)	Represents non-cancelable operating leases for offices.

Other Commitments

							More
					More		than
					than One		Three
					Year		Years
					Through		Through		Over
			One Year		Three		Five		Five
	Total		or Less		Years		Years		Years
					(In Thousands)
Real estate loan commitments(1)	$	70,667	$	70,667	$	—	$	—	$	—
Unused portion of home equity lines of credit(2)		27,374		27,374
Unused portion of construction loans(3)		64,306		64,306
Standby letters of credit		1,404		417		987
Total Other Commitments	$	163,751	$	162,763	$	987	$	—	$	—

	General: Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and generally have fixed expiration dates or other termination clauses.
(1)	Commitments for loans are extended to customers for up to 180 days after which they expire.
(2)	Unused portions of home equity loans are available to the borrower for up to 10 years.
(3)	Unused portions of construction loans are available to the borrower for up to 1 year.

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Impact of Recent Accounting Pronouncements

     In March 2004, the FASB ratified the consensus reached by the Emerging Issues Task Force in Issue 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (“EITF” No. 03-01). The disclosure for Wauwatosa Savings’ June 30, 2004 and 2003 consolidated financial statements are included therein. In September 2004, the Financial Accounting Standards Board (the “FASB”) voted to delay the effective date of paragraph 16 of EITF 03-1. The delay applies to both debt and equity securities, and specifically applies to impairments caused by interest rate and sector spreads, and to the requirements that a company declare its intent to hold the security to recovery in order to avoid recognizing an other than-temporary impairment charge through earnings. The FASB intends to issue implementation guidance on this topic. Once issued, we will evaluate the impact on our consolidated financial statements.

     In March 2004, the SEC issued Staff Accounting Bulletin No. 105 (“SAB 105”), Application of Accounting Principles to Loan Commitments, which provides guidance regarding loan commitments that are accounted for as derivatives instruments. In the bulletin, the SEC determined that a loan commitment for which the interest rate has been locked should be valued at zero at inception. The adoption of SAB 105 did not have a material impact on the Wauwatosa Savings results of operations, financial position or liquidity.

     In December 2004, the FASB issue SFAS No. 123 (revised December 2004), Share-Based Payment, which will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based upon the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. Statement 123(R) replaces FASB Statement 123, Accounting for Stock-Based Compensation, and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123(R) will be effective for the Wauwatosa Holdings for all awards issued on or after the reorganization, and will affect any unvested awards at or following the reorganization. SFAS No. 123(R) will impact compensation expense for any awards granted. SFAS No. 123(R) has not historically been applied to Wauwatosa Savings. There was no stock compensation expense in the historical financial statements because of the Wauwatosa Savings mutual organizational structure.

Impact of Inflation and Changing Prices

     Our financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

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BUSINESS OF WAUWATOSA HOLDINGS, INC.

     Wauwatosa Holdings will be formed as part of the reorganization and, as such, has not engaged in any business. Upon completion of the reorganization and stock offering, Wauwatosa Holdings will own all of the issued and outstanding common stock of Wauwatosa Savings. Wauwatosa Holdings expects to retain 50% of the net proceeds from the stock offering. A portion of the net proceeds Wauwatosa Holdings retains will be used to make a loan to fund the purchase of shares of common stock by Wauwatosa Savings’ employee stock ownership plan. We intend to invest our capital as discussed in “HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING” on page ___.

     In the future, Wauwatosa Holdings, as the holding company of Wauwatosa Savings, will be authorized to pursue other business activities permitted by applicable laws and regulations for bank holding companies, which may include the acquisition of banking and financial services companies. We have no plans for any mergers or acquisitions, or other diversification of the activities of Wauwatosa Holdings, Inc. at the present time.

     Our cash flow will depend on earnings from the investment of the net proceeds we retain and any dividends received from Wauwatosa Savings. Wauwatosa Holdings neither owns nor leases any property, but instead uses the premises, equipment and furniture of Wauwatosa Savings. Upon organization, Wauwatosa Holdings will employ as officers only certain persons who are also officers of Wauwatosa Savings. However, Wauwatosa Holdings will use the support staff of Wauwatosa Savings from time to time. These persons will not be separately compensated by Wauwatosa Holdings Wauwatosa Holdings may hire additional employees, as appropriate, to the extent it expands its business in the future.

BUSINESS OF WAUWATOSA SAVINGS BANK

General

     Our principal business consists of attracting deposits from the general public in the areas surrounding our main office location in Wauwatosa, Wisconsin, a suburb of Milwaukee, and our five other banking offices and our 7 automated teller machines (“ATM”), including stand-alone ATM facilities, located in Milwaukee and Waukesha Counties, Wisconsin.

     We invest those deposits, together with funds generated from operations, primarily in residential real estate mortgage loans. At March 31, 2005, residential real estate mortgage loans comprised 84.8% of our total loans receivable. On that same date, our residential real estate mortgage loan portfolio was comprised of loans secured by single family homes, (39.4%), two- to four-family homes, (23.8%), and over four-family buildings, (36.7%). The remainder of Wauwatosa Savings loans receivable consist of construction mortgages, commercial mortgages and mortgages on land. For strategic reasons, we may periodically sell over four-family residential mortgage loans with servicing rights retained. We currently have no reason to believe our historic practices will change in the near future. See “Lending Activities” on page ___.

     Our revenues are derived principally from interest on loans and securities. Our primary sources of funds are deposits and principal and interest payments on loans and securities. We also periodically borrow from the Federal Home Loan Bank of Chicago.

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Business Strategy

     Our business strategy is to operate a well-capitalized and profitable community bank dedicated to providing quality customer service. Our principal business activity has historically been the origination of one- to four-family residential mortgage loans. More recently, we have increased our efforts to originate loans secured by commercial real estate, including over four-family properties. There can be no assurances that we will successfully implement our business strategy.

     Highlights of our business strategy are as follows:

•   Remaining a Community-Oriented Institution. We were established in Wauwatosa, Wisconsin, a suburb of Milwaukee, in 1921, and we have been operating continuously since that time. We have been, and continue to be, committed to meeting the financial needs of the communities we serve, and we are dedicated to providing quality personal service to our customers. Our focus will be to retain our essentially mutual charter and reinvest the proceeds of the offering consistent with our historical, community-oriented focus.

•   Continuing Emphasis on Residential Real Estate Lending. We intend to continue our emphasis on the origination of residential real estate loans, especially over four-family loans. Current loans-to-one borrower limitations cap the amount of credit that we can extend to affiliated investors/developers at 15% of Wauwatosa Savings’ capital. The additional capital raised in the offering will increase our commercial real estate lending capacity by enabling us to originate more loans and loans with larger balances. This will permit us to serve over four-family borrowers with larger lending needs and to originate larger commercial real estate loans than we have in the past. In addition, we intend to expand the owner-occupied residential mortgage product offering by developing a long-term, fixed-rate loan and an indexed, adjustable mortgage loan product.

•   Expansion within Our Market Area. Wauwatosa Savings’ growth in recent years has been achieved through the origination of real estate mortgages funded primarily by fixed-term deposits. We currently operate six banking offices, one of which is a supermarket branch open seven days a week. In 2003 and 2004, we opened two new full service branches in Waukesha County, Wisconsin, one in the city of Oconomowoc and the other in the city of Pewaukee. We plan to expand our branch network in the next few years by adding one to two branches each year within our existing market area defined as Milwaukee and Waukesha counties and each of the other six contiguous counties. The additional capital raised in the offering will provide support for this growth.

•   Maintaining High Asset Quality. We have emphasized maintaining strong asset quality by following conservative underwriting criteria, and by exclusively originating loans secured by real estate in relatively favorable economic and real estate market conditions. Through strategies which focus on borrower workout

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arrangements, Wauwatosa Savings has been proactive in managing non-performing assets such that realized losses are minimized.

Competition

     We face competition within our market area both in making real estate loans and attracting deposits. Milwaukee and Waukesha Counties have a high concentration of financial institutions including large commercial banks, community banks and credit unions. Some of our competitors offer products and services that we currently do not offer, such as commercial deposits, consumer loans, commercial and industrial loans, investment products, insurance, trust services and private banking. As of June 30, 2004, based on the FDIC’s annual Summary of Deposits Report, our market share of deposits represented 3.2% of deposits in Milwaukee County, the 5th largest market share in that county, and 2.2% of deposits in Waukesha County, the 12th largest market share there.

     Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms and credit unions. We face additional competition for deposits from money market funds, brokerage firms, and mutual funds. Our primary focus is to build and develop profitable customer relationships across all lines of business while maintaining our role as a community bank.

Market Area

     We operate primarily in the Milwaukee suburban market area, which has a stable population and household base. All of our offices are located in Milwaukee and Waukesha Counties, Wisconsin, which are both part of the Milwaukee metropolitan area. According to a recent census report, during the past three years, the population of Milwaukee County decreased by 0.1% and the population of Waukesha County increased by 1.0%, while the population of the United States increased by 1.0%. During that period, the number of households in Milwaukee and Waukesha Counties and in the United States increased 0.0%, 1.4% and 1.0%, respectively. In 2004, per capita income for Milwaukee and Waukesha Counties was $21,943 and $33,064, and the median household income was $41,373 and $69,404, respectively. This compares to per capita income for the State of Wisconsin and the United States of $23,962 and $24,902, respectively, and median household income of $48,283 and $46,475, respectively.

     Our market area is located in southeastern Wisconsin including the entire Milwaukee metropolitan area. Wauwatosa borders the west side of the City of Milwaukee, in Milwaukee County. We have two full-service offices in Milwaukee County and three full-service offices in Waukesha County, which is immediately west of Milwaukee County. Milwaukee and Waukesha Counties have a mix of industry groups and employment sectors, including services, manufacturing and wholesale/retail trade as the basis of the local economy. These three sectors comprise approximately 70.7% of the employment base in Milwaukee County and approximately 71.2% of the employment base in Waukesha County. Waukesha County’s unemployment rate for January 2005 of 4.0% was lower than the comparable Wisconsin unemployment rate of 4.8% and lower than the national unemployment rate of 5.7%. Milwaukee County’s unemployment rate alone for the same period of 2005 was 5.8%, higher than both the Wisconsin unemployment rate and the national unemployment rate. Consistent with the national

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and Wisconsin unemployment trends, Milwaukee and Waukesha Counties’ January 2005 unemployment rates were lower compared to the January 2004 unemployment rates of 6.6% and 4.6%, respectively.

     Our primary market area for deposits includes the communities in which we maintain our banking office locations. Our primary lending area is broader than our primary deposit market area and includes all of Milwaukee and Waukesha Counties, and parts of the adjacent Ozaukee, Washington, Jefferson, Walworth, and Racine Counties.

Lending Activities

     Historically, our principal lending activity has been the origination of mortgage loans for the purchase or refinancing of residential real estate. Generally, we retain all loans that we originate. However, we periodically sell participations in large loans when borrower relationships begin to approach the maximum loans to one-borrower limits. When we sell loans, we generally will retain the servicing rights for such loans. Single family residential real estate loans represented $416.7 million, or 33.4%, of our loan portfolio at March 31, 2005. Two- to four-family residential real estate mortgage loans represented $251.5 million, or 20.2%, of our loan portfolio at March 31, 2005. Over four-family residential real estate mortgage loans represented $388.1 million, or 31.2%, of our loan portfolio at March 31, 2005. We also offer construction loans, commercial real estate loans, and land loans. At March 31, 2005, construction loans and commercial real estate loans totaled $121.1 million and $43.1 million, or 9.7% and 3.5%, respectively, of our total loan portfolio. Notably, net deferred loan fees and premiums have trended from deferred income to deferred costs as a result of a shift in consumer demand to residential mortgage loans with no points. We expect this trend to continue in 2005.

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     Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio at the dates indicated.

	At March 31,						At June 30,
	2005						2004						2003						2002						2001						2000
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
																(Dollars in Thousands)
Real estate loans:
Residential (1)
Single family	$	416,671			33.44	%	$	391,864			34.60	%	$	357,212			36.63	%	$	371,754			40.21	%	$	394,118			42.70	%	$	402,729			45.72	%
Two- to four-family		251,507			20.19			224,765			19.85			203,655			20.88			185,218			20.04			170,079			18.42			146,770			16.67
Over four-family		388,147			31.16			340,753			30.09			287,589			29.49			262,310			28.38			261,394			28.32			237,580			26.97
Construction		121,095			9.72			110,495			9.76			75,535			7.74			66,918			7.24			58,100			6.29			59,688			6.78
Commercial		43,067			3.46			46,138			4.07			43,895			4.50			28,552			3.09			30,381			3.29			26,947			3.06
Land		25,086			2.02			18,307			1.62			7,195			0.74			9,434			1.02			8,904			0.96			6,976			0.79
Other loans		171			0.01			186			0.01			214			0.02			214			0.02			167			0.02			107			0.01
Total loans		1,245,744			100.00	%		1,132,507			100.00	%		975,295			100.00	%		924,400			100.00	%		923,143			100.00	%		880,797			100.00	%
Undisbursed loan proceeds		(64,306	)					(61,904	)					(29,173	)					(23,947	)					(33,956	)					(30,854	)
Net deferred loan fees and premiums		(4,421	)					(3,631	)					(3,099	)					(2,576	)					(2,641	)					(2,051	)
Allowance for loan losses		(4,483	)					(3,378	)					(2,970	)					(2,479	)					(1,973	)					(1,655	)
Loans, net	$	1,172,534					$	1,063,594					$	940,053					$	895,398					$	884,573					$	846,237

(1) Residential mortgage loans include home equity loans and home equity lines of credit.

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     Loan Portfolio Maturities and Yields. The following table summarizes the final maturities of our loan portfolio at March 31, 2005. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Maturities are based upon the final contractual payment dates and do not reflect the impact of prepayments and scheduled monthly payments that will occur.

	Residential (1)
	Single Family					Two- to four-family					Over four-family					Construction					Commercial					Land
			Weighted					Weighted					Weighted					Weighted					Weighted					Weighted
			Average					Average					Average					Average					Average					Average
Maturity Date	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
											(Dollars in Thousands)
April 1, 2005 – March 31, 2006	$	8,947		6.87	%	$	20,734		6.16	%	$	19,422		6.48	%	$	66,738		5.95	%	$	1,828		7.55	%	$	3,131		5.78	%
April 1, 2006 – March 31, 2007		12,315		6.23			43,924		6.14			46,149		6.03			3,547		6.12			2,895		5.98			4,801		6.14
April 1, 2007 – March 31, 2008		25,563		6.41			64,554		6.40			87,648		6.02			6,006		6.35			1,468		6.12			4,176		6.28
April 1, 2008 – March 31, 2009		3,593		6.34			6,211		6.24			10,465		5.97			5,807		6.02			962		5.51			21		5.75
April 1, 2009 – March 31, 2010		1,285		6.02			3,799		6.21			10,892		5.88			1,305		5.75			1,191		5.50			—		0.00
April 1, 2010 and thereafter		364,968		5.74			112,285		6.01			213,571		5.84			37,692		5.72			34,723		6.02			12,957		5.31
Total	$	416,671		5.83	%	$	251,507		6.15	%	$	388,147		5.94	%	$	121,095		5.90	%	$	43,067		6.06	%	$	25,086		5.69	%

	Other					Total Loans
Maturity Date	Amount		Weighted Average Rate			Amount		Weighted Average Rate
			(Dollars in Thousands)
April 1, 2005 – March 31, 2006	$	171		0.00	%	$	120,971		6.15	%
April 1, 2006 – March 31, 2007		—		—			113,631		6.10
April 1, 2007 – March 31, 2008		—		—			189,415		6.22
April 1, 2008 – March 31, 2009		—		—			27,059		6.07
April 1, 2009 – March 31, 2010		—		—			18,472		5.92
April 1, 2010 and thereafter		—		—			776,196		5.81
Total	$	171		0.00	%	$	1,245,744		5.94	%

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     Loan Portfolio Maturities and Yields. The following table summarizes the final maturities of our loan portfolio at June 30, 2004. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Maturities are based upon the final contractual payment dates and do not reflect the impact of prepayments and scheduled monthly payments that will occur.

	Residential (1)
	Single Family					Two- to four-family					Over four-family					Construction					Commercial					Land
			Weighted					Weighted					Weighted					Weighted					Weighted					Weighted
			Average					Average					Average					Average					Average					Average
Maturity Date	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
											(Dollars in Thousands)
July 1, 2004 – June 30, 2005	$	108,733		5.97	%	$	59,599		6.65	%	$	79,618		6.04	%	$	66,574		5.97	%	$	6,011		7.49	%	$	6,624		6.66	%
July 1, 2005 – June 30, 2006		117,228		5.91			64,687		6.31			89,275		6.19			11,425		6.19			17,318		6.16			1,211		5.59
July 1, 2006 – June 30, 2007		123,761		5.63			86,327		5.89			84,713		5.81			21,185		5.81			13,380		5.69			8,112		6.11
July 1, 2007 – June 30, 2008		18,775		5.89			5,571		5.91			18,345		6.05			833		5.68			1,017		6.00			1,189		5.78
July 1, 2008 – June 30, 2009		20,623		5.40			7,289		5.66			45,864		5.60			5,084		5.80			8,412		5.53			1,169		5.55
July 1, 2009 and thereafter		2,743		5.74			1,292		6.12			22,938		5.65			5,214		5.99			—		0.00			2		7.50
Total	$	391,863		5.81	%	$	224,765		6.21	%	$	340,753		5.94	%	$	110,495		5.95	%	$	46,138		6.08	%	$	18,307		6.22	%

	Other					Total Loans
Maturity Date	Amount		Weighted Average Rate			Amount		Weighted Average Rate
			(Dollars in Thousands)
July 1, 2004 – June 30, 2005	$	186		0.00	%	$	327,525		6.15	%
July 1, 2005 – June 30, 2006		—		—			301,144		6.10
July 1, 2006 – June 30, 2007		—		—			337,479		5.77
July 1, 2007 – June 30, 2008		—		—			45,730		5.96
July 1, 2008 – June 30, 2009		—		—			88,441		5.56
July 1, 2009 and thereafter		—		—			32,188		5.73
Total	$	186		0.00	%	$	1,132,507		5.96	%

⁽¹⁾ Residential mortgage loans include home equity loans and home equity lines of credit.

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     The following table sets forth the scheduled repayments of fixed and adjustable rate loans at March 31, 2005 that are contractually due after March 31, 2006.

	Due After March 31, 2006
	Fixed		Variable		Total
			(In Thousands)
Real estate loans:
Residential(1)
Single family	$	41,957	$	365,767	$	407,724
Two- to four-family		116,968		113,805		230,773
Over four-family		168,360		200,365		368,725
Construction		20,895		33,462		54,357
Commercial		5,090		36,149		41,239
Land		6,798		15,157		21,955
Other		—		—		—
Total loans	$	360,068	$	764,705	$	1,124,773

     The following table sets forth the scheduled repayments of fixed and adjustable rate loans at June 30, 2004 that are contractually due after June 30, 2005.

	Due After June 30, 2005
	Fixed		Variable		Total
			(In Thousands)
Real estate loans:
Residential(1)
Single family	$	17,896	$	265,234	$	283,130
Two- to four-family		67,865		97,301		165,166
Over four-family		87,607		173,528		261,135
Construction		19,691		24,050		43,741
Commercial		6,748		33,379		40,127
Land		4,357		7,326		11,683
Other		—		—		—
Total loans	$	204,164	$	600,818	$	804,982

⁽¹⁾ Residential mortgage loans include home equity loans and home equity lines of credit.

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One- to Four-Family Residential Mortgage Loans. Wauwatosa Savings’ primary lending activity consists of the origination of residential mortgage loans that are primarily secured by properties located in Milwaukee and Waukesha Counties. We currently offer only variable-rate mortgage loans for one- to four-family properties, with an interest rate which can be adjusted at our discretion semi-annually after either a three- or five-year initial fixed rate period. This loan product, commonly known as a Wisconsin escalator, does not conform to secondary market standards and therefore can not be sold as such. While this product is adjustable at the discretion of Wauwatosa Savings, management believes that increasing the rate, even in a sharply rising interest rate environment, would significantly undermine the marketability of the product. As such, Wauwatosa Savings has not increased the interest rates on existing owner-occupied mortgage loans since 1981. Conversely, Wauwatosa Savings does have a history of reducing rates on a portfolio-wide basis for all variable-rate loans when market conditions so warrant. Unlike with respect to the owner-occupied portfolio, rates are raised on non-owner-occupied mortgage loans from time to time as the market interest rate rise. At March 31, 2005, the majority of loans receivable, 65.3%, were non-owner-occupied mortgage loans and 34.7% of loans receivable were owner-occupied mortgage loans.

     We originated $96.9 million and $76.1 million and $116.3 million of single family and two- to four-family residential loans, respectively, during the nine months ended March 31, 2005. Our variable-rate mortgage loans generally provide for maximum rate adjustments of 100 basis points per adjustment, with a lifetime maximum adjustment up to 3%, regardless of the initial rate. Our variable-rate mortgage loans typically amortize over terms of up to 30 years.

     Variable rate mortgage loans can decrease the risk associated with changes in market interest rates by periodically repricing, but involve other risks because, as interest rates increase, the underlying payments by the borrower increase, thus increasing the potential for default by the borrower. At the same time, the marketability of the underlying collateral may be adversely affected by higher interest rates. This risk is mitigated as related to the Wauwatosa Savings owner-occupied portfolio due to our history of not raising rates. Upward adjustment of the contractual interest rate is also limited by the maximum periodic and lifetime interest rate adjustments permitted by our loan documents and, therefore, the effectiveness of variable rate mortgage loans may be limited during periods of rapidly rising interest rates.

     All residential mortgage loans that we originate include “due-on-sale” clauses, which give us the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid. We also require homeowner’s insurance where circumstances warrant flood insurance on properties securing real estate loans. At March 31, 2005, our largest single family owner-occupied residential mortgage loan had a principal balance of $1.8 million and our largest single family non-owner-occupied residential real estate loan had a principal balance of $1.1 million. Both loans were performing in accordance with repayment terms. The average single family mortgage loan balance was $100,000 on March 31, 2005. This compares with an average balance of $114,000 for two- to four-family mortgage loans on March 31, 2005.

     Wauwatosa Savings offers employees special terms applicable to home mortgage loans granted on their principal residence. The employee rate and terms are available only to full-time, permanent employees and officers after a minimum of six months of employment. Mortgage

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loans are underwritten and granted under normal terms and conditions applicable to any borrower from Wauwatosa Savings. The employee interest rate is predicated upon Wauwatosa Savings’ cost of funds on December 31 of the immediately preceding year and is adjusted annually. The employee interest rate is not permitted to exceed the contract rate plus or minus increases or decreases to the contract rate directed by the Wauwatosa Savings Board of Directors to be made to all residential mortgage loans originated at the same contract rate, subject to any limitations or the lender’s right to increase or decrease interest rates contained in the mortgage note. The employee rate is applicable to all mortgage loans that qualify under the employee loan policy statement that are scheduled for automatic payment. Mortgage loans that are not scheduled for automatic payment as of the last business day preceding a monthly installment payment due date revert back to the contract rate for the following month. All mortgage loans made to employees or to officers of Wauwatosa Savings must meet all provisions of the applicable state and federal regulations now in effect or as amended from time to time by federal regulatory agencies. At March 31, 2005, the rate of interest on an employee rate mortgage loan was 3.08%, as compared to the weighted average rate of 5.83% on all single family mortgage loans at March 31, 2005. Employee rate mortgage loans totaled $10.9 million, or 1.0% of our residential mortgage loan portfolio on that date.

     We also offer home equity loans and home equity lines of credit, both of which are secured by owner-occupied one- to four-family residences. At March 31, 2005, home equity loans and equity lines of credit totaled $41.4 million, or 3.5% of total loans. Additionally, at March 31, 2005, the unadvanced amounts of home equity lines of credit totaled $27.4 million. The underwriting standards utilized for home equity loans and home equity lines of credit include a determination of the applicant’s credit history, an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan and the value of the collateral securing the loan. Home equity loans are offered with adjustable rates of interest and with terms up to 10 years. The loan-to-value ratio for our home equity loans and our lines of credit is generally limited to 90%. Our home equity lines of credit have ten year terms and adjustable rates of interest which are indexed to the prime rate, as reported in The Wall Street Journal. Interest rates on home equity lines of credit are generally limited to a maximum rate of 18%. The largest home equity line of credit outstanding on March 31, 2005 totaled $383,633 on a commitment of $383,700 on a property with an appraised value of $383,700.

     Over Four-family Real Estate Loans. We originate over four-family real estate loans as a significant portion of total annual loan production. Over four-family loans originated during the nine months ended March 31, 2005 totaled $116.3 million or 32.7% of all mortgage loans originated. These loans are generally located in our primary market area. Over four-family real estate underwriting policies provide that typically such real estate loans may be made in amounts of up to 80% of the appraised value of the property provided such loan complies with our current loans-to-one borrower limit. Over four-family real estate loans may be made with terms including up to 30-year amortization schedules and are offered with interest rates that are fixed up to five years or are variable and adjust at our discretion. In reaching a decision on whether to make an over four-family real estate loan, we consider gross revenues and the net operating income of the property, the borrower’s expertise, business cash flow and credit history, and the appraised value of the underlying property. In addition, we will also consider the terms and conditions of the leases and the credit quality of the tenants. We generally require that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings

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before interest, taxes, depreciation and amortization divided by interest expense and current maturities of long term debt) of at least 1.15 times. Environmental surveys are required for commercial real estate loans when environmental risks are identified. Generally, over four-family and commercial real estate loans made to corporations, partnerships and other business entities require personal guarantees by the principals and owners of 20% or more of the entity.

     An over four-family borrower’s financial information is monitored on an ongoing basis by requiring periodic financial statement updates, payment history reviews and periodic face-to-face meetings with the borrower. We require high balance borrowers to provide annually updated financial statements and federal tax returns. These requirements also apply to all guarantors on these loans. We also require borrowers with rental investment property to provide an annual report of income and expenses for the property, including a tenant list and copies of leases, as applicable. The largest over four-family real estate loan in our portfolio at March 31, 2005 was a $6.0 million loan for a 226 unit, 23 building apartment complex with an appraised value of $8.2 million located in Appleton, Wisconsin. At March 31, 2005, the largest exposure to a related group of borrowers was $15.6 million, represented by 23 separate loans, primarily on residential properties with over four units located throughout Milwaukee. These loans were performing according to their terms. The average outstanding over four-family mortgage loan totaled $455,000 on March 31, 2005.

     Loans secured by over four-family real estate generally involve larger principal amounts and a greater degree of risk than one- to four-family residential mortgage loans. Because payments on loans secured by over four-family properties are often dependent on successful operation or management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy.

     Residential Construction Loans. We originate construction loans to individuals and contractors for the construction and acquisition of personal and multi-family residences. At March 31 2005, construction mortgage loans amounted to $121.1 million, or 9.7%, of total loans. At March 31, 2005, the unadvanced portion of these construction loans totaled $64.3 million.

     Our construction mortgage loans generally provide for the payment of interest only during the construction phase, which is typically up to nine months although our policy is to consider construction periods as long as 12 months or more. At the end of the construction phase, the construction loan converts to a longer term mortgage loan. Construction loans can be made with a maximum loan-to-value ratio of 90%, provided that the borrower obtains private mortgage insurance on the loan if the loan balance exceeds 80% of the lesser of the appraised value or sales price of the secured property. At March 31, 2005, our largest residential construction mortgage loan commitment was for $6.0 million, $4.7 million of which had been disbursed. This loan was performing according to its terms. The average outstanding construction loan balance totaled $939,000 on March 31, 2005. The longer term portions of construction loans to individuals are generally made on the same terms as our one- to four-family mortgage loans.

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     Before making a commitment to fund a residential construction loan, we require an appraisal of the property by an independent licensed appraiser. We also review and inspect each property before disbursement of funds during the term of the construction loan. Loan proceeds are disbursed after inspection based on the percentage of completion method.

     Construction financing is generally considered to involve a higher degree of credit risk than longer-term financing on improved, owner-occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance funds beyond the amount originally committed in order to protect the value of the property. Additionally, if the estimate of value is inaccurate, we may be confronted with a project, when completed, with a value that is insufficient to assure full payment.

     Wauwatosa Savings also extends loans to residential subdivision developers for the purpose of land acquisition, the development of infrastructure and the construction of homes. Advances are determined as a percentage of cost or appraised value (whichever is less) and the project is physically inspected prior to each advance. As of March 31, 2005 the single largest commitment on a single residential subdivision totaled $8.0 million.

     Commercial Real Estate Loans. We originate commercial real estate loans as a limited portion of total annual loan production. Commercial loans originated during the nine months ended March 31, 2005 totaled $2.6 million or 0.73% of all mortgage loans originated. Commercial real estate loans totaled $43.1 million at March 31, 2005 or 3.5% of total loans and are made up of loans secured by office and retail buildings, churches, restaurants, other retail properties, over four-family residential real estate and mixed use properties. These loans are generally located in our primary market area. Commercial real estate underwriting policies provide that typically such real estate loans may be made in amounts of up to 80% of the appraised value of the property. Commercial real estate loans may be made with terms including up to 30-year amortization schedules and are offered with interest rates that are fixed up to five years or are variable and adjust at our discretion. In reaching a decision on whether to make a commercial real estate loan, we consider gross revenues and the net operating income of the property, the borrower’s expertise, business cash flow and credit history, and the appraised value of the underlying property. In addition, we will also consider the terms and conditions of the leases and the credit quality of the tenants. We generally require that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before interest, taxes, depreciation and amortization divided by interest expense and current maturities of long term debt) of at least 1.15 times. Environmental surveys are required for commercial real estate loans when environmental risks are identified. Generally, commercial real estate loans made to corporations, partnerships and other business entities require personal guarantees by the principals and owners of 20% or more of the entity.

     A commercial borrower’s financial information is monitored on an ongoing basis by requiring periodic financial statement updates, payment history reviews and periodic face-to-face meetings with the borrower. We require high balance borrowers to provide annually updated financial statements and federal tax returns. These requirements also apply to all guarantors on these loans. We also require borrowers to provide an annual report of income and expenses for

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the property, including a tenant list and copies of leases, as applicable. The largest commercial real estate loan in our portfolio at March 31, 2005 was an $8.8 million loan for a 112 unit, 14 building apartment complex with an appraised value of $9.9 million located in Walworth County, Wisconsin. This loan is performing in accordance with all loan terms and is cross-collateralized with a 40 unit, 5 building apartment complex in Ozaukee County, Wisconsin that is also performing in accordance with all loan terms. Wauwatosa Savings’ combined loan to value ratio for these mortgage loans is 86.1%.

     The following table shows loan origination, purchasing and principal repayment activity during the periods indicated.

	Nine Months Ended
	March 31,			Years Ended June 30,
	2005			2004			2003			2002
				(In Thousands)
Total loans at beginning of year	$	1,132,507		$	975,296		$	924,400		$	923,143
Real estate loans originated:
Residential (1)
Single family		96,614			146,712			118,301			78,237
Two- to four-family		76,149			98,223			85,001			67,749
Over four-family		116,284			129,187			109,182			53,120
Construction		47,559			49,898			52,426			37,589
Commercial		2,634			8,651			17,843			6,555
Land		16,211			26,930			3,909			4,241
Total loans originated		355,451			459,601			386,662			247,491
Other loans – net activity		(14	)		(29	)		—			47
Loans purchased					1,398			—			—
Principal repayments		(242,200	)		(303,766	)		(335,766	)		(246,281	)
Net loan activity		113,237			157,211			50,896			1,257
Total loans at end of period	$	1,245,744		$	1,132,507		$	975,296		$	924,400

⁽¹⁾ Residential mortgage loans include home equity loans, and home equity lines of credit.

     Origination, Purchasing and Servicing of Loans. All loans originated by us are underwritten pursuant to our policies and procedures. While we generally underwrite loans to Freddie Mac and Fannie Mae standards, due to several unique characteristics, a majority of our loans do not conform to the secondary market standards. The unique features include: interest payments in advance, discretionary rate adjustments, pre-payment penalties, and the historically lower periodic and lifetime caps on rate adjustments. We only originate variable-rate and limited term fixed-rate loans. Our ability to originate these loans is dependent upon the relative customer demand for such loans, which is affected by the current and expected future level of interest rates.

     Generally, we retain in our portfolio all loans that we originate; however, we periodically sell mortgage loans when a loans-to-one-borrower limit is being approached. At March 31, 2005, Wauwatosa Savings was servicing loans sold in the amount of $6.9 million. Loan servicing includes collecting and remitting loan payments, accounting for principal and interest, contacting delinquent mortgagors, supervising foreclosures and property dispositions in the event of unremedied defaults, making certain insurance and tax payments on behalf of the borrowers and generally administering the loans.

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     Loan Approval Procedures and Authority. Wauwatosa Savings’ lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by Wauwatosa Savings’ Board of Directors. The loan approval process is intended to assess the borrower’s ability to repay the loan, the viability of the loan, and the adequacy of the value of the property that will secure the loan, if applicable. To assess the borrower’s ability to repay, we review the employment and credit history and information on the historical and projected income and expenses of borrowers.

     Loan officers are authorized to approve and close any loan that qualifies under standard Freddie Mac and Fannie Mae guidelines within the following lending limits:

o   Any secured mortgage loan up to $999,999 can be approved and closed by any loan officer, commercial real estate loan officer, the Director of Lending-Retail, or the Head of Lending.

o   Any secured mortgage loan within $1,000,000-$1,999,999 must be approved by a commercial real estate loan officer, the Director of Lending-Retail, or the Head of Lending prior to closing.

o   Any secured mortgage loan within $2,000,000-$2,999,999 must be approved by the Head of Lending prior to closing.

o   Any secured mortgage loan for $3,000,000 or greater must be approved by the Loan Committee and the Board of Directors prior to closing.

     All loans are approved or ratified by the Board of Directors.

Non-performing and Problem Assets

     A computer-generated delinquency notice is mailed monthly to all delinquent borrowers, advising them of the amount of their delinquency. When a loan becomes more than 30 days delinquent, Wauwatosa Savings sends a letter advising the borrower of the delinquency. The borrower is given 30 days to pay the delinquent payments or to contact Wauwatosa Savings to make arrangements to bring the loan current over a longer period of time. If the borrower fails to bring the loan current within 90 days from the original due date or to make arrangements to cure the delinquency over a longer period of time, the matter is referred to legal counsel and foreclosure or other collection proceedings are considered. We may consider forbearance in select cases where a temporary loss of income might result, if a reasonable plan is presented by the borrower to cure the delinquency in a reasonable period of time after his or her income resumes.

     All mortgage loans are reviewed on a regular basis, and such loans are placed on non-accrual status when they become more than 90 days delinquent. When loans are placed on non-accrual status, unpaid accrued interest is reversed, and further income is recognized only to the extent received.

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     Non-Performing Assets. The table below sets forth the amounts and categories of our non-performing loans and real estate owned at the dates indicated. A loan classified in the table below as “non-accrual” does not necessarily mean that such loan is or has been delinquent. Once a loan is 90 days delinquent or the borrower or loan collateral experiences an event that makes collectibility suspect, the loan is placed on “non-accrual” status. Our policies require six-months of continuous payments in order for the loan to be removed from non-accrual status.

     For the nine months ended March 31, 2005 and the years ended June 30, 2004 and 2003, the amount of interest income that would have been recognized on non-accrual loans if such loans had continued to perform in accordance with their contractual terms was $695,000, $1.2 million and $1.1 million, respectively. For the nine months ended March 31, 2005 and the years ended June 30, 2004 and 2003, the amount of interest income that was recognized on non-accrual loans was $499,000, $575,000 and $546,000, respectively.

	At March 31,			At June 30,
	2005			2004			2003			2002			2001			2000
							(Dollars in Thousands)
Non-accrual loans:
Residential(1)
Single family	$	4,737		$	3,425		$	4,764		$	4,970		$	4,572		$	3,965
Two- to four-family		577			603			1,387			709			2,163			1,140
Over four-family		5,060			4,776			5,268			6,137			1,230			6,685
Construction		418			—			220			—			696			260
Commercial		1,137			1,139			2,528			141			937			520
Land		620			2,072			1,421			983			—			—
Total non-performing loans		12,549			12,015			15,588			12,940			9,598			12,570
Real estate owned		1,449			770			—			998			2,927			3,590
Total non-performing assets	$	13,998		$	12,785		$	15,588		$	13,938		$	12,525		$	16,160
Total non-performing loans to total loans		1.07	%		1.13	%		1.65	%		1.44	%		1.08	%		1.56	%
Total non-performing loans to total assets		0.94	%		0.97	%		1.41	%		1.29	%		0.98	%		1.40	%
Total non-performing assets and troubled debt restructurings to total assets		1.04	%		1.03	%		1.41	%		1.39	%		1.28	%		1.80	%

⁽¹⁾ Residential mortgage loans include home equity loans and home equity lines of credit.

There were no accruing loans past due 90 days or more for any period reported. The amount of income that was contractually due but not recognized on non-accrual loans totaled $405,000 at March 31, 2005 and $490,000, $430,000, $377,000, $370,000 and $977,000 as of June 30, 2004, 2003, 2002, 2001 and 2000. There were no troubled debt restructurings.

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     The following table sets forth certain information with respect to our loan portfolio delinquencies at the dates indicated.

	Loans Delinquent For
	60-89 Days				90 Days and Over				Total
	Number		Amount		Number		Amount		Number		Amount
					(Dollars in Thousands)
At March 31, 2005
Total		—	$	—		27	$	7,912		27	$	7,912
At June 30, 2004
Total		42	$	6,500		16	$	3,977		58	$	10,477
At June 30, 2003
Total		33	$	4,368		36	$	7,937		69	$	12,305
At June 30, 2002
Total		35	$	4,767		27	$	4,010		62	$	8,777

⁽¹⁾ Residential mortgage loans include one-to-four family mortgage loans, home equity loans, and home equity lines of credit.

     Classified Assets. Under our internal risk rating system, we currently classify loans and other assets considered to be of lesser quality as “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

     An institution insured by the Federal Deposit Insurance Corporation is required to establish general allowances for loan losses in an amount deemed prudent by management for loans classified substandard or doubtful, as well as for other problem loans. General allowances represent loss allowances which have been established to recognize the inherent losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of the amount of the asset so classified or to charge off such amount.

     On the basis of management’s review of its assets, at March 31, 2005, we had classified $14.5 million of our assets as substandard. At March 31 2005, there were no assets classified as either doubtful or as a loss. Substantially all classified loans as of March 31, 2005 were also non-performing loans, except for a single over four-family construction loan secured by real estate located in Washington County with an outstanding balance of $3.6 million and a total loan commitment of $8.0 million. This loan is currently performing according to its terms.

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     The loan portfolio is reviewed on a regular basis to determine whether any loans require risk classification. Not all classified assets constitute non-performing assets.

Allowance for Loan Losses

     Wauwatosa Savings establishes valuation allowances on over four-family and commercial real estate loans considered impaired. A loan is considered impaired when, based on current information and events, it is probable that Wauwatosa Savings will not be able to collect all amounts due according to the contractual terms of the loan agreement. A valuation allowance is established for an amount equal to the impairment when the carrying amount of the loan exceeds the present value of the expected future cash flows, discounted at the loan’s original effective interest rate or the fair value of the underlying collateral.

     Wauwatosa Savings also establishes valuation allowances based on an evaluation of the various risk components that are inherent in the credit portfolio. The risk components that are evaluated include past loan loss experience; the level of nonperforming and classified assets; current economic conditions; volume, growth, and composition of the loan portfolio; adverse situations that may affect the borrower’s ability to repay; the estimated value of any underlying collateral; peer group comparisons; regulatory guidance; and other relevant factors. The allowance is increased by provisions charged to earnings and recoveries of previously charged-off loans and reduced by charge-offs. The adequacy of the allowance for loan losses is reviewed and approved quarterly by the Wauwatosa Savings board of directors. The allowance reflects management’s best estimate of the amount needed to provide for the probable loss on impaired loans and other inherent losses in the loan portfolio, and is based on a risk model developed and implemented by management and approved by the Wauwatosa Savings board of directors.

     Actual results could differ from this estimate, and future additions to the allowance may be necessary based on unforeseen changes in loan quality and economic conditions. In addition, federal regulators periodically review the Wauwatosa Savings allowance for loan losses. Such regulators have the authority to require the Wauwatosa Savings to recognize additions to the allowance at the time of their examination.

     Any loan that is 90 or more days delinquent is placed on non-accrual and classified as a non-performing asset. A loan is classified as impaired when it is probable that Wauwatosa Savings will be unable to collect all amounts due in accordance with the terms of the loan agreement. Non-performing assets are then evaluated in accordance with FAS 114 and FAS 5 with each asset evaluated individually to assess the degree of impairment.

     In addition, the Federal Deposit Insurance Corporation and the Wisconsin Department of Financial Institutions, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require that we recognize additions to the allowance based on their judgments of information available to them at the time of their review or examination.

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     The following table sets forth activity in our allowance for loan losses for the years indicated.

	At or For the Nine			At or For the Years Ended June 30,
	Months Ended
	March 31
	2005			2004			2003			2002			2001			2000
							(Dollars in Thousands)
Balance at beginning of year	$	3,378		$	2,970		$	2,479		$	1,973		$	1,655		$	1,251
Provision for loan losses		1,114			860			520			1,336			879			1,128
Charge-offs:
Residential(1)
Single family		1			320			26			307			24			151
Two- to four-family		—			—			—			131			104			—
Over four-family		—			125			—			409			523			609
Construction		—			—			—			—			—			—
Commercial		2			—			—			15			25			—
Land		—			—			—			3			56			—
Other loans		7			9			3			16			—			—
Total charge-offs		10			454			29			800			732			760
Recoveries:
Residential(1)
Single family		—			—			—			14			47			35
Two- to four-family		—			—			—			8			4			—
Over four-family		—			—			—			28			96			1
Construction		—			—			—			—			—			—
Commercial		—			—			—			—			6			—
Land		—			—			—			—			18			—
Other loans		1			2			0			—			—			—
Total recoveries		1			2			0			50			171			36
Net charge-offs		9			452			29			830			561			724
Allowance at end of year	$	4,483		$	3,378		$	2,970		$	2,479		$	1,973		$	1,655
Ratios:
Allowance for loan losses to non-performing loans at end of year		35.72	%		28.11	%		19.05	%		19.16	%		20.56	%		13.17	%
Allowance for loan losses to total loans outstanding at end of year		0.38	%		0.32	%		0.32	%		0.28	%		0.22	%		0.20	%
Net charge-offs to average loans outstanding		0.00	%		0.05	%		0.00	%		0.09	%		0.07	%		0.09	%

⁽¹⁾ Real estate loans include home equity loans and home equity lines of credit.

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     Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category, the total loan balances by category, the percent of allowance in each category to total allowance, and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

	At March 31,								At June 30,
	2005								2004								2003
			% of								% of								% of
			Allowance			% of Loans in					Allowance			% of Loans in					Allowance			% of Loans in
	Allowance for		for Loan			Category to Total			Allowance for		for Loan			Category to Total			Allowance for		for Loan			Category to Total
	Loan Losses		Losses			Loans			Loan Losses		Losses			Loans			Loan Losses		Losses			Loans
									(Dollars in Thousands)
Real Estate:
Residential(1)
Single family	$	1,475		32.90	%		33.44	%	$	766		22.68	%		34.60	%	$	517		17.41	%		36.63	%
Two- to four-family		337		7.52			20.19			352		10.42			19.85			327		11.01			20.88
Over four-family		1,384		30.87			31.16			1,831		54.20			30.09			1,852		62.36			29.49
Construction		641		14.30			9.72			100		2.96			9.76			—		8.72			7.74
Commercial		369		8.23			3.46			309		9.15			4.07			259		—			4.50
Land		10		0.22			2.02			—		—			1.62			—		—			0.74
Other		24		0.54			0.01			20		0.59			0.01			15		0.50			0.02
Unallocated		243		5.42			—			—		—			—			—		—			—
Total allowance for loan losses	$	4,483		100.00	%		100.00	%	$	3,378		100.00	%		100.00	%	$	2,970		100.00	%		100.00	%

	At June 30,
	2002								2001								2000
											% of								% of
			% of			% of Loans in					Allowance			% of Loans in					Allowance			% of Loans in
	Allowance for		Allowance for			Category to			Allowance for		for Loan			Category to Total			Allowance for		for Loan			Category to Total
	Loan Losses		Loan Losses			Total Loans			Loan Losses		Losses			Loans			Loan Losses		Losses			Loans
									(Dollars in Thousands)
Real Estate:
Residential(1)
Single family	$	163		6.58	%		40.21	%	$	—		—	%		42.70	%	$	—		—	%		54.29	%
Two- to four-family		302		12.18			20.04			—		—			18.42			26		1.57			9.41
Over four-family		1,582		63.82			28.38			1,095		55.50			28.32			883		53.36			25.91
Construction		—		—			7.24			—		—			6.29			—		—			6.51
Commercial		154		6.21			3.09			418		21.19			3.29			460		27.79			3.24
Land		—		—			1.02			—		—			0.96			—		—			0.63
Other		10		0.40			0.02			5		0.25			0.02			1		0.06			0.01
Unallocated		268		10.81			—			455		23.06			—			285		17.22			—
Total allowance for loan losses	$	2,479		100.00	%		100.00	%	$	1,973		100.00	%		100.00	%	$	1,655		100.00	%		100.00	%

⁽¹⁾ Residential mortgage loans include home equity loans and home equity lines of credit.

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     Each quarter, management evaluates the total balance of the allowance for loan losses based on several factors some of which are not loan specific, but are reflective of the inherent losses in the loan portfolio. This process includes, but is not limited to, a periodic review of loan collectibility in light of historical experience, the nature and volume of loan activity, conditions that may affect the ability of the borrower to repay, underlying value of collateral, if applicable, and economic conditions in our immediate market area. All loans 90 days or more delinquent with an outstanding principal of more than $150,000 are evaluated individually, based primarily on the value of the collateral securing the loan and ability of borrower to repay as agreed. Specific loss allowances are established as required by this analysis. All loans for which a specific loss allowance has not been assigned are segregated by loan type and a loss allowance is established by using loss experience data and management’s judgment concerning other matters it considers significant including trends in non-performing loan balances, impaired loan balances, classified asset balances and the current economic environment. The allowance is allocated to each category of loan based on the results of the above analysis. Differences between the allocated balances and recorded allowances are reflected as unallocated and are available to absorb losses resulting from the inherent imprecision involved in the loss analysis process.

     Wauwatosa Savings’ allowance for loan losses at 0.38% and 0.32% of loans receivable at March 31, 2005 and June 30, 2004, respectively, is a relatively low total as compared to bank industry peer groups. Wauwatosa Savings’ allowance is deemed by management to be adequate at this level due to the generally lower level of net charge-offs historically realized. Net charge-offs for the five years ended June 30, 2004 ranged from a high of 0.10% to a low of 0.00% of average loans outstanding during the applicable period, and averaged 0.06%. Management believes the level of charge-offs reflect the stringent underwriting standards employed when originating loans, as well as on-going monitoring of the portfolio.

     The allowance for loan losses as a percentage of loans outstanding at period end increased from 0.32% at both June 30, 2004 and 2003 to 0.38% at March 31, 2005. This increase was deemed to be warranted due to a substantial increase in classified loans over a period of three successive quarters. Classified mortgage loans increased from $3.9 million at June 30, 2004 to $10.6 million at March 31, 2005. This 167.1% increase was both significant and sustained and was the only instance of an increase in classified loans for three successive quarters experienced by Wauwatosa Savings since before June 30, 2000. Classified mortgage loans ranged from a high of $6.4 million to a low of $2.4 million and averaged $3.8 million per quarter from June 30, 2000 through June 30, 2004. There were two individually significant additions to classified loans during the nine months ended March 31, 2005. The first was an over four-family construction loan secured by real estate located in Washington County with an outstanding balance of $3.6 million and a total loan commitment of $8.0 million which was performing in accordance with all loan terms. The second was an over four-family mortgage loan secured by a complex of 15 duplexes located in the City of Milwaukee with an outstanding balance of $2.2 million and a loan to value ratio of 78.5%. This loan was 90 days past due and classified as non-performing at March 31, 2005.

     This analysis process is both quantitative and subjective, as it requires us to make estimates that are susceptible to revisions as more information becomes available. Although we believe that we have established the allowance at levels to absorb probable and estimable losses,

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future additions may be necessary if economic or other conditions in the future differ from the current environment.

Investment Activities

     Wauwatosa Savings’ Treasurer and its Treasury Officer are responsible for implementing our Investment Policy and monitoring the investment activities of Wauwatosa Investments, Inc., our Nevada subsidiary. The Investment Policy is reviewed annually by management and any changes to the policy are recommended to and subject to the approval of our Board of Directors. Authority to make investments under the approved Investment Policy guidelines is delegated by the Board to designated employees. While general investment strategies are developed and authorized by management, the execution of specific actions rests with the Treasurer and Treasury Officer who may act jointly or severally. In addition, the President of the Wauwatosa Savings investment subsidiary has execution authority for security management transactions. The Treasurer and Treasury Officer are responsible for ensuring that the guidelines and requirements included in the Investment Policy are followed and that all securities are considered prudent for investment. The Treasurer, the Treasury Officer and the President of the Wauwatosa Savings investment subsidiary are authorized to execute investment transactions (purchases and sales) without the prior approval of the Board and within the scope of the established Investment Policy.

     Wauwatosa Investments, Inc. is Wauwatosa Savings’ investment subsidiary located in Las Vegas, Nevada. Wauwatosa Investments, Inc. manages the majority of the consolidated investment portfolio. At March 31, 2005, Wauwatosa Investments, Inc.’s mortgage and debt securities totaled $71.4 million, or 81.8% of Wauwatosa Savings’ consolidated investment portfolio total of $87.3 million. On the same date, Wauwatosa Investments, Inc. also managed a net mortgage loan participation portfolio which totaled $177.8 million, or 15.2% of Wauwatosa Savings’ consolidated net mortgage loans.

     Our Investment Policy requires that all securities transactions be conducted in a safe and sound manner. Investment decisions are based upon a thorough analysis of each security instrument to determine its quality, inherent risks, fit within our overall asset/liability management objectives, effect on our risk-based capital measurement and prospects for yield and/or appreciation.

     Consistent with our overall business and asset/liability management strategy, which focuses on sustaining adequate levels of core earnings, all securities purchased are held available-for-sale.

     U.S. Government and Agency Obligations. At March 31, 2005, our U.S. Government and Agency securities portfolio totaled $27.2 million, all of which were issued by government sponsored entities and were classified as available-for-sale. The weighted average yield on these securities was 3.6% and the weighted average remaining average life was 3.0 years at March 31, 2005. While these securities generally provide lower yields than other investments in our securities investment portfolio, we maintain these investments, to the extent appropriate, for liquidity purposes and prepayment protection.

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     Mortgage-Backed Securities. We purchase government sponsored enterprise mortgage- backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae. We invest in mortgage-backed securities to achieve positive interest rate spreads with minimal administrative expense, and lower our credit risk.

     Mortgage-backed securities are created by the pooling of mortgages and the issuance of a security with an interest rate which is less than the interest rate on the underlying mortgages. Mortgage-backed securities typically represent a participation interest in a pool of single-family or multi-family mortgages, although we focus our investments on mortgage-backed securities backed by one- to four-family mortgages. The issuers of such securities (generally U.S. government agencies and government sponsored enterprises, including Fannie Mae, Freddie Mac and Ginnie Mae) pool and resell the participation interests in the form of securities to investors such as Wauwatosa Savings, and guarantee the payment of principal and interest to investors. Mortgage-backed securities generally yield less than the loans that underlie such securities because of the cost of payment guarantees and credit enhancements. However, mortgage-backed securities are usually more liquid than individual mortgage loans.

     At March 31, 2005, mortgage-backed securities totaled $55.8 million, or 4.2% of assets and 4.4% of interest earning assets, all of which were classified as available-for-sale. At March 31, 2005, 0.5% of the mortgage-backed securities were backed by adjustable rate loans and 99.5% were backed by fixed rate mortgage loans. The mortgage-backed securities portfolio had a weighted average yield of 3.9% and a weighted average remaining life of 3.2 years at March 31, 2005. The estimated fair value of our mortgage-backed securities at March 31, 2005 was $55.8 million, which is $1.7 million less than the amortized cost of $57.5 million. Investments in mortgage-backed securities involve a risk that actual prepayments may differ from estimated prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments, thereby changing the net yield on such securities. There is also reinvestment risk associated with the cash flows from such securities or if such securities are redeemed by the issuer. In addition, the market value of such securities may be adversely affected by in a rising interest rate environment, particularly since virtually all of our mortgage-backed securities have a fixed rate of interest.

     Municipal Obligations. These securities consist of obligations issued by states, counties and municipalities or their agencies and include general obligation bonds, industrial development revenue bonds and other revenue bonds. Our Investment Policy requires that such state agency or municipal obligations be rated “A” or better by a nationally recognized rating agency. A security that is down graded below investment grade will require additional analysis of credit worthiness and a determination will be made to hold or dispose of the investment. At March 31, 2005, Wauwatosa Savings’ state agency and municipal obligations portfolio totaled $4.4 million, all of which was classified as available-for-sale. The weighted average yield on this portfolio was 4.2% at March 31, 2005, with a weighted average remaining life of 11.6 years. All municipal securities are either issued by a Wisconsin municipality or are rated AA or better by Moody’s or Standard & Poor’s.

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     Investment Securities Portfolio.

     The following table sets forth the carrying values of our mortgage-related and debt securities portfolio at the dates indicated.

	March 31,				At June 30,
	2005				2004				2003				2002
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value
	(In Thousands)
Available for Sale:
U.S. Government and agency obligations	$	27,479	$	27,155	$	17,683	$	17,462	$	5,007	$	5,084	$	10,122	$	10,256
Mortgage-backed securities		57,492		55,749		80,918		77,819		75,759		75,757		26,168		26,421
Municipal Obligations		4,174		4,375		4,173		4,268		9,303		9,611		5,033		5,055
Total available for sale	$	89,146	$	87,280	$	102,774	$	99,549	$	90,070	$	90,452	$	41,324	$	41,732

     Portfolio Maturities and Yields. The composition and maturities of the mortgage-related and debt securities portfolio at March 31, 2005 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. Municipal obligations yields have not been adjusted to a tax-equivalent basis. Certain mortgage-backed securities have interest rates that are adjustable and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below. At March 31, 2005, mortgage-backed securities with adjustable rates totaled $300,000.

						More than One Year					More than Five Years
	One Year or Less					through Five Years					through Ten Years					More than Ten Years					Total Securities
			Weighted					Weighted					Weighted					Weighted					Weighted
	Carrying		Average			Carrying		Average			Carrying		Average			Carrying		Average			Carry		Average
	Value		Yield			Value		Yield			Value		Yield			Value		Yield			Value		Yield
	(Dollars in Thousands)
Securities available for sale:
U.S. Government and agency obligations	$	899		2.62	%	$	26,256		3.65	%	$	—			%	$	—			%	$	27,155		3.62	%
Mortgage-backed securities		3,044		3.40			49,601		3.89			3,105		4.70								55,750		3.91
Other debt securities		997		2.00			—					—					3,378		5.00			4,375		4.28
Total securities available for sale	$	4,940				$	75,857				$	3,104				$	3,378				$	87,280

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Sources of Funds

     General. Deposits have traditionally been our primary source of funds for use in lending and investment activities. In addition to deposits, funds are derived from scheduled loan payments, investment maturities, loan prepayments, retained earnings and income on earning assets. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition. Borrowings from the Federal Home Loan Bank of Chicago are used to compensate for reductions in deposits and to fund loan growth.

     Deposits. A majority of our depositors are persons who work or reside in Milwaukee and Waukesha Counties and, to a lesser extent, other southeastern Wisconsin communities. We offer a selection of deposit instruments, including checking, savings, money market deposit accounts, and fixed-term certificates of deposit. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate. We do also accept brokered deposits. Certificates of deposit comprised 89.7% of total deposits at March 31, 2005, and had a weighted average cost of 3.41% on that date. Our high reliance on certificates of deposit results in a higher cost of funding than would otherwise be the case if demand deposits, savings and money market accounts made up a larger part of our deposit base. Expansion and development of the Wauwatosa Savings branch network is expected to result in a decreased reliance on higher cost certificates of deposit by aggressively seeking lower cost savings, checking and money market accounts.

     Interest rates paid, maturity terms, service fees and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals. To attract and retain deposits, we rely upon personalized customer service, long-standing relationships and competitive interest rates.

     The flow of deposits is influenced significantly by general economic conditions, changes in money market and other prevailing interest rates and competition. The variety of deposit accounts that we offer allows us to be competitive in obtaining funds and responding to changes in consumer demand. Based on historical experience, management believes our deposits are relatively stable. Recent bank consolidation activity has provided Wauwatosa Savings with opportunities to attract new deposit relationships. It is unclear whether the recent growth in deposits will reflect our historical, stable experience with deposit customers. The ability to attract and maintain money market accounts and certificates of deposit, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions. At March 31, 2005 and June 30, 2004, $973.8 million and $907.9 million, or 89.7% and 87.7%, respectively, of our deposit accounts were certificates of deposit, of which $574.3 million and $457.6 million, respectively, had maturities of one year or less. The percentage of our deposit accounts that are certificates of deposit is substantially more than most of our competitors.

     Deposits obtained from brokers totaled $117.6 million, $128.0 million, $94.5 million and $102.4 million at March 31, 2005, June 30, 2004, 2003, and 2002, respectively. Brokered deposits are utilized when their relative cost compares favorably to the cost of local deposits.

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     This is generally the case in a declining interest rate environment as local market deposit rates lag the national market. Brokered deposits are also used when it is necessary as a result of higher than expected loan growth or other short-term liquidity needs to obtain significant additional funding over a period of weeks rather than months. Internal policy currently limits the use of brokered deposits to no more than 20% of total deposits. Brokered deposits at March 31, 2005 were 10.8% of total deposits and have not exceeded 16.9% of total deposits during the past five years.

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     The following table sets forth the distribution of total deposit accounts, by account type, at the dates indicated.

	At March 31,								At June 30,
	2005								2004								2003								2002
						Weighted								Weighted								Weighted								Weighted
						Average								Average								Average								Average
	Balance		Percent			Rate			Balance		Percent			Rate			Balance		Percent			Rate			Balance		Percent			Rate
	(Dollars in Thousands)
Deposit type:
Demand deposits	$	12,790		1.18	%		0.00	%	$	15,923		1.54	%		0.00	%	$	9,857		1.08	%		0.00	%	$	8,419		1.00	%		0.00	%
NOW accounts		71,286		6.56			0.95			83,260		8.04			0.98			30,053		3,30			0.99			21,706		2.58			0.64
Regular savings		24,709		2.27			0.50			24,877		2.40			0.50			21,706		239			0.50			20,338		2.42			0.75
Money market and investment savings		3,665		0.34			1.02			3,597		0.35			1.03			40,172		4.42			1.02			33,108		3.93			1.50
Total transaction accounts		112,450		10.35			0.76			127,657		12.33			0.77			101,788		11.19			0.81			83,571		9.93			0.94
Certificates of deposit		973,813		89.65			3.41			907,931		87.67			3.28			807,703		88.81			3.70			758,303		90.07			4.48
Total deposits	$	1,086,263		100.00	%		3.14	%	$	1,035,588		100.00	%		2.97	%	$	909,491		100.00	%		3.38	%	$	841,873		100.00	%		4.13	%

     As of March 31, 2005, the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $100,000 was approximately $274.6 million. The following table sets forth the maturity of those certificates as of March 31, 2005.

	At
	March 31, 2005
	(In Thousands)
Three months or less	$	34,983
Over three months through one year		99,319
Over one year to three years		115,446
Over three years		24,883
Total	$	274,631

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     The following table sets forth the certificates of deposit classified by interest rate as of the dates indicated.

	At March 31,				At June 30,
	2005		2004		2003		2002
	(In Thousands)
Interest Rate:
0.00% - 1.00%					$	3,968
1.01% - 2.00%	$	48,671	$	256,829		119,954	$	4,102
2.01% - 3.00%		402,792		216,126		204,767		176,966
3.01% - 4.00%		289,475		153,842		152,590		117,598
4.01% - 5.00%		141,994		160,069		160,925		196,231
5.01% - 6.00%		48,153		52,825		73,300		86,357
6.01% - 7.00%		25,639		51,575		68,618		148,588
7.01% - 8.00%		17,089		16,666		23,579		28,460
Total	$	9 73,813	$	907,931	$	807,702	$	758,303

     The following table sets forth the amounts and maturities of certificates of deposit at March 31, 2005.

													Percentage
													of Total
			Over One		Over Two		Over Three		Over Four				Time
	Less Than		Year to Two		Years to		Years to		Years to				Deposit
	One Year		Years		Three Years		Four Years		Five Years		Total		Accounts
	(Dollars in Thousands)
Interest Rate:
1.01% - 2.00%	$	48,572	$	99	$	—	$	—	$	—	$	48,671		5.00	%
2.01% - 3.00%		319,389		70,233		11,766		1,403		—		402,791		41.36
3.01% - 4.00%		100,793		99,658		48,648		35,720		4,655		289,475		29.73
4.01% - 5.00%		57,354		11,597		39,641		7,045		26,358		141,994		14.58
5.01% - 6.00%		5,472		23,712		16,969		—		2,000		48,153		4.95
6.01% - 7.00%		25,639		—		—		—		—		25,639		2.63
7.01% - 8.00%		17,089		—		—		—		—		17,089		1.75
Total	$	574,308	$	205,299	$	117,024	$	44,168	$	33,013	$	973,812		100	%

     The following table sets forth the interest-bearing deposit activities for the periods indicated.

	Nine Months
	Ended March 31,		Years Ended June 30,
	2005		2004		2003		2002
	(In Thousands)
Beginning balance	$	1,035,588	$	909,491	$	841,873	$	863,207
Net increase in deposits before interest credited		26,740		101,529		39,753		(54,587	)
Interest credited		23,935		24,568		27,865		33,253
Net increase in deposits		50,675		126,097		67,618		(21,334	)
Ending balance	$	1,086,263	$	1,035,588	$	909,491	$	841,873

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     Advances From Federal Home Loan Bank. Our borrowings consist solely of advances from the Federal Home Loan Bank of Chicago. At March 31, 2005, we had access to additional Federal Home Loan Bank advances of up to $361.7 million. The following table sets forth information concerning balances and interest rates on our Federal Home Loan Bank advances at the dates and for the periods indicated.

	At or For the
	Nine Months Ended
	March 31,			At or For the Years Ended June 30,
	2005			2004			2003			2002
	(Dollars in Thousands)
FHLB Advances:
Maximum amount of advances outstanding at any month end during the year:	$	106,162		$	96,000		$	60,000		$	35,000
Average advances outstanding during the year:
Balance outstanding at end of year		106,162			60,000			60,000			35,000
Weighted average interest rate during the year:		3.80	%		3.27	%		3.84	%		4.17	%
Weighted average interest rate at the end of year:		2.991	%		3.32	%		3.53	%		4.18	%

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Properties

     We conduct substantially all of our business through six banking offices and our automated teller machines (“ATM”), including four stand-alone ATM facilities.

		Year		Date of		March 31, 2005
	Owned Or	Acquired		Lease		Net Book
Location	Leased	Or Leased		Expiration		Value
						(In Thousands)
Main Office:
7500 West State Street Wauwatosa, Wisconsin	Own		1971		N/A	$	1,566
Branches:
6560 South 27th Street Oak Creek, Wisconsin	Own		1986		N/A		1,243
1710 Paramount Drive(1) Waukesha, Wisconsin	Own		1988		N/A		278
21505 East Moreland Blvd (1) Waukesha, Wisconsin	Capital Lease		2005		2009		3,423
1233 Corporate Center Drive Oconomowoc, Wisconsin	Own		2003		N/A		3,081
1230 George Towne Drive Pewaukee, Wisconsin	Own		2004		N/A		3,974
1405 Capitol Drive(2) Pewaukee, Wisconsin	Lease		1999		2009		36
Corporate Center:
11200 West Plank Ct. Wauwatosa, Wisconsin	Prior Lease Own		2002 2004		N/A		5,258

(1)	The Moreland Boulevard office is currently being built to replace the Paramount Drive office and is expected to open in the fourth quarter of calendar 2005.
(2)	Supermarket banking facility.

Subsidiary Activities

     We currently have two subsidiaries. Wauwatosa Investments, Inc., which holds and manages our investment portfolio, is located and incorporated in the state of Nevada. Main Street Real Estate Holdings, LLC, a single member LLC, owns Bank office facilities and holds Bank office facility leases and is organized in Wisconsin.

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     Wauwatosa Investments, Inc. Established in 1998, Wauwatosa Investments, Inc. operates in Nevada as Wauwatosa Savings’ investment subsidiary. This wholly-owned subsidiary owns and manages the majority of the consolidated investment portfolio, including loan participations originated by Wauwatosa Savings. It has its own board of directors currently comprised of the Wauwatosa Savings Chief Financial Officer, its Treasury Officer and an outside member of its Board of Directors. This group, along with the Wauwatosa Savings President, excluding the Wauwatosa Investments, Inc. President, comprise the Wauwatosa Savings Investment Committee.

     The Wisconsin Department of Revenue has implemented a program for the audit of Wisconsin financial institutions which have formed and contributed assets to subsidiaries located in Nevada, including Wauwatosa Investments, Inc., and presumably will seek to impose Wisconsin state income taxes on income from Wauwatosa Investments, Inc.’s operations. See section entitled RISK FACTORS – Wisconsin Tax Developments Could Reduce Our Net Income” beginning on page ___for more information regarding the audit of Wisconsin Investments, Inc..

     Main Street Real Estate Holdings, LLC. Established in 2002, Main Street Real Estate Holdings, LLC was established to acquire and hold Bank office and retail facilities both owned and leased. Main Street Real Estate Holdings, LLC owns the Oconomowoc and Pewaukee branches and the Corporate office center. It has also leased the facility that will replace the existing Waukesha branch late in 2005.

Waukesha County Community Foundation

     Wauwatosa Savings established a donor-advised fund at the Waukesha County Community Foundation, Inc., a public charitable foundation, in 2001. This foundation, which is not a subsidiary of Wauwatosa Savings, provides grants to individuals and not-for-profit organizations within the communities that Wauwatosa Savings serves. For the nine months ended March 31, 2005, Wauwatosa Savings contributed $2.0 million to the charitable foundation. Wauwatosa Savings’ contributions to the charitable foundation totaled $760,000 in fiscal 2004, $1,000,000 in fiscal 2003 and $250,000 in fiscal 2002. The charitable foundation’s Board of Directors consists, among others, of two directors of Wauwatosa Savings, including our Chief Executive Officer. See section entitled “WAUKESHA COUNTY COMMUNITY FOUNDATION, INC.” beginning on page ___for more information on the charitable foundation.

Legal Proceedings

     We are not involved in any pending legal proceedings as a defendant other than routine legal proceedings occurring in the ordinary course of business. At March 31, 2005, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.

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Personnel

     As of March 31, 2005, we had 178 full-time employees and 27 part-time employees. Our employees are not represented by any collective bargaining group. Management believes that we have good relations with our employees.

FEDERAL AND STATE TAXATION

Federal Taxation

     General. Wauwatosa Savings currently is, and following the reorganization Wauwatosa Savings, Wauwatosa Holdings, and Lamplighter Financial, MHC will be, subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. Following the reorganization, Wauwatosa Holdings and Wauwatosa Savings will constitute an affiliated group of corporations and, therefore, will be eligible to report their income on a consolidated basis. Because Lamplighter Financial, MHC will own less than 80% of the common stock of Wauwatosa Holdings, it will not be a member of that affiliated group and will report its income on a separate return. The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to Lamplighter Financial, MHC, Wauwatosa Holdings or Wauwatosa Savings.

     Method of Accounting. For federal income tax purposes, Wauwatosa Savings currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal income tax returns.

     Bad Debt Reserves. Prior to the Small Business Protection Act of 1996 (the “1996 Act”), Wauwatosa Savings was permitted to establish a reserve for bad debts and to make annual additions to the reserve. These additions could, within specified formula limits, be deducted in arriving at our taxable income. As a result of the 1996 Act, Wauwatosa Savings was required to use the specific charge off method in computing its bad debt deduction beginning with its 1996 federal tax return. Savings institutions were required to recapture any excess reserves over those established as of December 31, 1987 (base year reserve). At December 31, 2004, Wauwatosa Savings had no reserves subject to recapture in excess of its base year.

     Taxable Distributions and Recapture. Prior to the 1996 Act, bad debt reserves created prior to January 1, 1988 were subject to recapture into taxable income if Wauwatosa Savings failed to meet certain thrift asset and definitional tests. Federal legislation has eliminated these thrift-related recapture rules. At December 31, 2004, our total federal pre-1988 base year reserve was approximately $16.7 million. However, under current law, pre-1988 base year reserves remain subject to recapture if Wauwatosa Savings makes certain non-dividend distributions, repurchases any of its stock, pays dividends in excess of tax earnings and profits, or ceases to maintain a bank charter.

     Alternative Minimum Tax. The Internal Revenue Code of 1986, as amended (the “Code”), imposes an alternative minimum tax (“AMT”) at a rate of 20% on a base of regular taxable income plus certain tax preferences which we refer to as “alternative minimum taxable income.” The AMT is payable to the extent such alternative minimum taxable income is in

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excess of an exemption amount and the AMT exceeds the regular income tax. Net operating losses can offset no more than 90% of alternative minimum taxable income. Certain AMT payments may be used as credits against regular tax liabilities in future years. Wauwatosa Savings has not been subject to the AMT and has no such amounts available as credits for carryover.

     Net Operating Loss Carryovers. A financial institution may carry back net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. At December 31, 2004, Wauwatosa Savings had no net operating loss carryforwards for federal income tax purposes.

     Corporate Dividends-Received Deduction. Wauwatosa Holdings may exclude from its income 100% of dividends received from Wauwatosa Savings as a member of the same affiliated group of corporations. The corporate dividends-received deduction is 80% in the case of dividends received from corporations with which a corporate recipient does not file a consolidated tax return, and corporations which own less than 20% of the stock of a corporation distributing a dividend may deduct only 70% of dividends received or accrued on their behalf.

State Taxation

     Wisconsin State Taxation. Lamplighter Financial, MHC, Wauwatosa Holdings and Wauwatosa Savings are subject to the Wisconsin corporate franchise (income) tax. Under current law, the state of Wisconsin imposes a corporate franchise tax of 7.9% on the separate taxable incomes of the members of our consolidated income tax group except our Nevada subsidiary. Presently, the income of the Nevada subsidiary is only subject to taxation in Nevada, which currently does not impose a corporate income or franchise tax. However, see “RISK FACTORS—Wisconsin Tax Developments Could Reduce Our Net Income” on page ___of this prospectus for a discussion of Wisconsin tax developments relating to these subsidiaries.

     Wauwatosa Savings is currently under state tax audit for the years 1998 through 2003. Like the majority of financial institutions located in Wisconsin, Wauwatosa Savings transferred investment securities and mortgage loan participations to a wholly-owned subsidiary located in Nevada. Wauwatosa Savings’ Nevada subsidiary now holds and manages those assets. Because the subsidiary is located in the state of Nevada, income from its operations has not been subject to Wisconsin state taxation. The investment subsidiary has not filed returns with, or paid income or franchise taxes to, the State of Wisconsin. The Wisconsin Department of Revenue (the “Department”) recently implemented a program to audit Wisconsin financial institutions which have formed and contributed assets to subsidiaries located outside of Wisconsin, and the Department has generally indicated that it may assess franchise taxes on the income of the out-of-state investment subsidiaries of Wisconsin financial institutions. The Department has not issued an assessment to Wauwatosa Savings, but the Department has stated that it intends to do so if the matter is not settled.

     Prior to the formation of the investment subsidiary, Wauwatosa Savings sought and obtained private letter rulings from the Department regarding the non-taxability of the investment subsidiary in the State of Wisconsin. Wauwatosa Savings believes that it has complied in all respects with Wisconsin law and the private rulings received from the

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Department. Should a Wisconsin tax assessment be issued, Wauwatosa Savings intends to defend its position through the available administrative appeals process at the Department and through other judicial remedies if necessary. Although Wauwatosa Savings will oppose any such assessment, there can be no assurance that the Department will not be successful in whole or in part in its efforts to tax the income of Wauwatosa Savings’ Nevada investment subsidiary. During the nine months ended March 31, 2005, Wauwatosa Savings accrued an estimated state liability, including interest, of $2.8 million for the probable assessment amount on the basis of facts known at that time. A deferred tax benefit of $1.0 million was also established as a result of this accrual. Wauwatosa Savings intends to continue accruing state income taxes on future investment subsidiary earnings consistent with the accrual previously described until such time as the dispute is resolved.

SUPERVISION AND REGULATION

     The following discussion is only a summary of the main regulations imposed upon Wauwatosa Savings, Wauwatosa Holdings, and Lamplighter Financial, MHC. It is not intended to be a comprehensive description of all regulations and supervision applicable to those entities and is qualified in its entirety by reference to the applicable laws and regulations.

Regulation of Wauwatosa Savings Bank

     Wauwatosa Savings is a mutual savings bank organized under the laws of the state of Wisconsin. The lending, investment, and other business operations of Wauwatosa Savings are governed by Wisconsin law and regulations, as well as applicable federal law and regulations, and Wauwatosa Savings is prohibited from engaging in any operations not specifically authorized by such laws and regulations. Wauwatosa Savings is subject to extensive regulation by the Wisconsin Department of Financial Institutions, Division of Banking (“WDFI”), by the Federal Deposit Insurance Corporation (“FDIC”), as its deposit insurer and principal federal regulator, and by the Board of Governors of the Federal Reserve System (“FRB”). Wauwatosa Savings’ deposit accounts are insured up to applicable limits by the FDIC under the Savings Association Insurance Fund (“SAIF”). The regulation and supervision of Wauwatosa Savings will be substantially similar after the reorganization occurs and Wauwatosa Savings becomes a stock savings bank. A summary of the main laws and regulations that govern the operations of Wauwatosa Savings are set forth below.

     Intrastate and Interstate Merger and Branching Activities

     Wisconsin Law and Regulation. Any Wisconsin savings bank meeting certain requirements may, upon approval of the WDFI, establish one or more branch offices in the state of Wisconsin or the states of Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, and Ohio. In addition, upon WDFI approval, a Wisconsin savings bank may establish a branch office in any other state as the result of a merger or consolidation.

     Federal Law and Regulation. Beginning June 1, 1997, the Interstate Banking Act (the “IBA”) permitted the federal banking agencies to, under certain circumstances, approve acquisition transactions between banks located in different states, regardless of whether the acquisition would be prohibited under the law of the two states. The IBA also permitted a state

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to “opt in” to the provisions of the IBA before June 1, 1997, and permitted a state to “opt out” of the provisions of the IBA by adopting appropriate legislation before that date. The IBA also authorizes de novo branching into another state if the host state enacts a law expressly permitting out of state banks to establish such branches within its borders.

     Loans and Investments

     Wisconsin Law and Regulations. Under Wisconsin law and regulations, Wauwatosa Savings is authorized to make, invest in, sell, purchase, participate or otherwise deal in mortgage loans or interests in mortgage loans without geographic restriction, including loans made on the security of residential and commercial property. Wisconsin savings banks also may lend funds on a secured or unsecured basis for business, corporate commercial or agricultural purposes, provided the total of all such loans does not exceed 10% of Wauwatosa Savings’ total assets, unless the WDFI authorizes a greater amount. Loans are subject to certain other limitations, including percentage restrictions based on Wauwatosa Savings’ total assets.

     Wisconsin savings banks may invest funds in certain types of debt and equity securities, including obligations of federal, state and local governments and agencies. Subject to prior approval of the WDFI, compliance with capital requirements and certain other restrictions, Wisconsin savings banks may invest in residential housing development projects. Wisconsin savings banks may also invest in service corporations or subsidiaries with the prior approval of the WDFI, subject to certain restrictions.

     Wisconsin savings banks may make loans and extensions of credit, both direct and indirect, to one borrower in amounts up to 15% of Wauwatosa Savings’ capital plus an additional 10% for loans fully secured by readily marketable collateral. In addition, Wisconsin savings banks may make loans to one borrower for any purpose in an amount not to exceed $500,000, or to develop domestic residential housing units in an amount not to exceed the lesser of $30 million or 30% of Wauwatosa Savings’ capital, subject to certain conditions. At March 31, 2005, Wauwatosa Savings did not have any loans which exceeded the loans-to-one borrower limitations.

     Finally, under Wisconsin law, Wauwatosa Savings must qualify for and maintain a level of qualified thrift investments equal to 60% of its assets as prescribed in Section 7701(a)(19) of the Internal Revenue Code of 1986, as amended. A Wisconsin savings bank that fails to meet the qualified thrift lender test becomes subject to certain operating restrictions otherwise applicable only to commercial banks. At March 31, 2005, Wauwatosa Savings maintained 84.9% of its assets in qualified thrift investments and therefore met the qualified thrift lender requirement.

     Federal Law and Regulation. FDIC regulations also govern the equity investments of Wauwatosa Savings, and, notwithstanding Wisconsin law and regulations, the FDIC regulations prohibit Wauwatosa Savings from making certain equity investments and generally limit Wauwatosa Savings’ equity investments to those that are permissible for federally-chartered banks and their subsidiaries. Under FDIC regulations, Wauwatosa Savings must obtain prior FDIC approval before directly, or indirectly through a majority-owned subsidiary, engaging “as principal” in any activity that is not permissible for a federally-chartered bank unless certain exceptions apply. The activity regulations provide that state banks which meet applicable

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minimum capital requirements would be permitted to engage in certain activities that are not permissible for national banks, including guaranteeing obligations of others, activities which the FRB has found to be closely related to banking, and certain real estate and securities activities conducted through subsidiaries. The FDIC will not approve an activity that it determines presents a significant risk to the FDIC insurance funds. The activities of Wauwatosa Savings and its subsidiary are permissible under applicable federal regulations.

     Loans to, and other transactions with, affiliates of Wauwatosa Savings, Wauwatosa Holdings, or Lamplighter Financial, MHC are also restricted by the Federal Reserve Act and regulations issued by the FRB thereunder. See “Transactions with Affiliates” on page ___.

     Lending Standards

     Wisconsin Law and Regulation. Wisconsin law and regulations issued by the WDFI impose upon Wisconsin savings banks certain fairness in lending requirements and prohibit savings banks from discriminating against a loan applicant based upon the applicant’s physical condition, developmental disability, sex, marital status, race, color, creed, national origin, religion or ancestry.

     Federal Law and Regulation. The federal banking agencies adopted uniform regulations prescribing standards for extensions of credit that are secured by liens on interests in real estate or made for the purpose of financing the construction of a building or other improvements to real estate. Under the joint regulations adopted by the federal banking agencies, all insured depository institutions, including Wauwatosa Savings, must adopt and maintain written policies that establish appropriate limits and standards for extensions of credit that are secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate. These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures, and documentation, approval and reporting requirements. The real estate lending policies must reflect consideration of the Interagency Guidelines for Real Estate Lending Policies that have been adopted by the federal bank regulators.

     The Interagency Guidelines, among other things, require a depository institution to establish internal loan-to-value limits for real estate loans that are not in excess of the following supervisory limits:

•   for loans secured by raw land, the supervisory loan-to-value limit is 65% of the value of the collateral;

•   for land development loans (i.e., loans for the purpose of improving unimproved property prior to the erection of structures), the supervisory limit is 75%;

•   for loans for the construction of commercial, over four-family or other non-residential property, the supervisory limit is 80%;

•   for loans for the construction of one- to four-family properties, the supervisory limit is 85%; and

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•   for loans secured by other improved property (e.g., farmland, completed commercial property and other income-producing property, including non-owner occupied, one- to four-family property), the limit is 85%.

     Although no supervisory loan-to-value limit has been established for owner-occupied, one- to four-family and home equity loans, the Interagency Guidelines state that for any such loan with a loan-to-value ratio that equals or exceeds 90% at origination, an institution should require appropriate credit enhancement in the form of either mortgage insurance or readily marketable collateral.

     Deposits

     Wisconsin Law and Regulation. Under Wisconsin law, Wauwatosa Savings is permitted to establish deposit accounts and accept deposits. Wauwatosa Savings’ board of directors determines the rate and amount of interest to be paid on or credited to deposit accounts.

     Federal Law and Regulation. FDIC regulations govern the ability of Wauwatosa Savings to accept brokered deposits. Under applicable regulations, the capital position of an institution determines whether and with what limitations an institution may accept brokered deposits. A “well-capitalized” institution (one that significantly exceeds specified capital ratios) may accept brokered deposits without restriction. “Undercapitalized” institutions (those that fail to meet minimum regulatory capital requirements) may not accept brokered deposits and “adequately capitalized” institutions (those that are not “well-capitalized” or “undercapitalized”) may only accept such deposits with the consent of the FDIC. Wauwatosa Savings is a “well-capitalized” institution and therefore may accept brokered deposits without restriction. At March 31, 2005, Wauwatosa Savings had $117.6 million in brokered deposits.

     Deposit Insurance

     Wisconsin Law and Regulation. Under Wisconsin law, Wauwatosa Savings is required to obtain and maintain insurance on its deposits from a deposit insurance corporation. The deposits of Wauwatosa Savings are insured up to the applicable limits by the FDIC.

     Federal Law and Regulation. The deposit accounts held by customers of Wauwatosa Savings are insured by the SAIF to a maximum of $100,000 as permitted by law. Insurance on deposits may be terminated by the FDIC if it finds that Wauwatosa Savings has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC as Wauwatosa Savings’ primary regulator. The management of Wauwatosa Savings does not know of any practice, condition, or violation that might lead to termination of Wauwatosa Savings’ deposit insurance.

     Pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), the FDIC established a system for setting deposit insurance premiums based upon the risks a particular bank or savings association posed to its deposit insurance funds. Under the risk-based deposit insurance assessment system, the FDIC assigns an institution to one of three capital categories based on the institution’s financial information, as of the reporting period ending six months before the assessment period. The three capital categories are (1) well

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capitalized, (2) adequately capitalized and (3) undercapitalized. The FDIC also assigns an institution to one of three supervisory subcategories within each capital group. With respect to the capital ratios, institutions are classified as well capitalized, adequately capitalized or undercapitalized using ratios that are substantially similar to the prompt corrective action capital ratios discussed below. The FDIC also assigns an institution to a supervisory subgroup based on a supervisory evaluation provided to the FDIC by the institution’s primary federal regulator and information that the FDIC determines to be relevant to the institution’s financial condition and the risk posed to the deposit insurance funds (which may include, if applicable, information provided by the institution’s state supervisor).

     An institution’s assessment rate depends on the capital category and supervisory category to which it is assigned. Under the final risk-based assessment system, there are nine assessment risk classifications (i.e., combinations of capital groups and supervisory subgroups) to which different assessment rates are applied. Assessment rates for deposit insurance currently range from 0 basis points to 27 basis points. The capital and supervisory subgroup to which an institution is assigned by the FDIC is confidential and may not be disclosed. A bank’s rate of deposit insurance assessments will depend upon the category and subcategory to which the bank is assigned by the FDIC. Any increase in insurance assessments could have an adverse effect on the earnings of insured institutions, including Wauwatosa Savings.

     Capitalization

     Wisconsin Law and Regulation. Wisconsin savings banks are required to maintain a minimum capital to assets ratio of 6% and must maintain total capital necessary to ensure the continuation of insurance of deposit accounts by the FDIC. If the WDFI determines that the financial condition, history, management or earning prospects of a savings bank are not adequate, the WDFI may require a higher minimum capital level for the savings bank. If a Wisconsin savings bank’s capital ratio falls below the required level, the WDFI may direct the savings bank to adhere to a specific written plan established by the WDFI to correct the savings bank’s capital deficiency, as well as a number of other restrictions on the savings bank’s operations, including a prohibition on the declaration of dividends. At March 31, 2005, Wauwatosa Savings’ capital to assets ratio, as calculated under Wisconsin law, was 9.82%.

     Federal Law and Regulation. Under FDIC regulations, federally insured state-chartered banks that are not members of the Federal Reserve System (“state non-member banks”), such as Wauwatosa Savings, are required to comply with minimum leverage capital requirements. For an institution determined by the FDIC to not be anticipating or experiencing significant growth and to be, in general, a strong banking organization, rated composite 1 under the Uniform Financial Institutions Ranking System established by the Federal Financial Institutions Examination Council, the minimum capital leverage requirement is a ratio of Tier I capital to total assets of 3%. For all other institutions, the minimum leverage capital ratio is not less than 4%. Tier I capital is the sum of common shareholders’ equity, noncumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit card relationships) and certain other specified items.

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     The FDIC regulations require state non-member banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory capital to regulatory risk-weighted assets is referred to as a bank’s “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items (including recourse obligations, direct credit substitutes and residual interests) to four risk-weighted categories ranging from 0% to 100%, with higher levels of capital being required for the categories perceived as representing greater risk. For example, under the FDIC’s risk-weighting system, cash and securities backed by the full faith and credit of the U.S. government are given a 0% risk weight, loans secured by one-to-four family residential properties generally have a 50% risk weight, and commercial loans have a risk weighting of 100%.

     State non-member banks, such as Wauwatosa Savings, must maintain a minimum ratio of total capital to risk-weighted assets of at least 8%, of which at least one-half must be Tier I capital. Total capital consists of Tier I capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, cumulative preferred stock and certain other capital instruments, and a portion of the net unrealized gain on equity securities. The includable amount of Tier 2 capital cannot exceed the amount of the institution’s Tier I capital. Banks that engage in specified levels of trading activities are subject to adjustments in their risk based capital calculation to ensure the maintenance of sufficient capital to support market risk.

     The FDICIA requires each federal banking agency to revise its risk-based capital standards for insured institutions to ensure that those standards take adequate account of interest-rate risk, concentration of credit risk, and the risk of nontraditional activities, as well as to reflect the actual performance and expected risk of loss on multi-family residential loans. The FDIC, along with the other federal banking agencies, has adopted a regulation providing that the agencies will take into account the exposure of a bank’s capital and economic value to changes in interest rate risk in assessing a bank’s capital adequacy. The FDIC also has authority to establish individual minimum capital requirements in appropriate cases upon determination that an institution’s capital level is, or is likely to become, inadequate in light of the particular circumstances.

     As a bank holding company, Wauwatosa Holdings will be subject to capital adequacy guidelines for bank holding companies similar to those of the FDIC for state-chartered banks. On a pro forma consolidated basis, after the stock offering, Wauwatosa Holding’s pro forma shareholders’ equity will exceed these requirements.

     Safety and Soundness Standards

     Each federal banking agency, including the FDIC, has adopted guidelines establishing general standards relating to internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or

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principal shareholder.

     Prompt Corrective Action

     FDICIA also established a system of prompt corrective action to resolve the problems of undercapitalized insured institutions. The FDIC has regulations governing the supervisory actions that may be taken against undercapitalized institutions. These regulations establish and define five capital categories, in the absence of a specific capital directive, as follows:

			Tier 1
			Capital
	Total Capital to	Tier 1 Capital to	to Total
Category	Risk Weighted Assets	Risk Weighted Assets	Assets
Well capitalized	³10%	³6%	³5%
Adequately capitalized	³ 8%	³4%	³4%*
Under capitalized	< 8%	<4%	<4%*
Significantly undercapitalized	< 6%	<3%	<3%
Critically undercapitalized	Tangible assets to capital of < 2%

* 3% if the bank receives the highest rating under the uniform system

     The severity of the action authorized or required to be taken under the prompt corrective action regulations increases as a bank’s capital decreases within the three undercapitalized categories. All savings associations are prohibited from paying dividends or other capital distributions or paying management fees to any controlling person if, following such distribution, the association would be undercapitalized. The FDIC is required to monitor closely the condition of an undercapitalized bank and to restrict the growth of its assets. An undercapitalized savings association is required to file a capital restoration plan within 45 days of the date the association receives notice that it is within any of the three undercapitalized categories, and the plan must be guaranteed by any parent holding company. The aggregate liability of a parent holding company is limited to the lesser of:

•   an amount equal to five percent of the bank’s total assets at the time it became “undercapitalized”; and

•   the amount that is necessary (or would have been necessary) to bring the bank into compliance with all capital standards applicable with respect to such bank as of the time it fails to comply with the plan.

     If a savings association fails to submit an acceptable plan, it is treated as if it were “significantly undercapitalized.” Banks that are significantly or critically undercapitalized are subject to a wider range of regulatory requirements and restrictions.

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     The FDIC has a broad range of grounds under which it may appoint a receiver or conservator for an insured savings association. If one or more grounds exist for appointing a conservator or receiver for a savings association, the FDIC may require the association to issue additional debt or stock, sell assets, be acquired by a depository bank or savings association holding company or combine with another depository savings association. Under FDICIA, the FDIC is required to appoint a receiver or a conservator for a critically undercapitalized savings association within 90 days after the association becomes critically undercapitalized or to take such other action that would better achieve the purposes of the prompt corrective action provisions. Such alternative action can be renewed for successive 90-day periods. However, if the savings association continues to be critically undercapitalized on average during the quarter that begins 270 days after it first became critically undercapitalized, a receiver must be appointed, unless the FDIC makes certain findings that the association is viable.

     Dividends

     Under Wisconsin law and applicable regulations, a Wisconsin savings bank that meets its regulatory capital requirement may declare dividends on capital stock based upon net profits, provided that its paid-in surplus equals its capital stock. If the paid-in surplus of the savings bank does not equal its capital stock, the board of directors may not declare a dividend unless at least 10% of the net profits of the preceding half year, in the case of quarterly or semi-annual dividends, or 10% of the net profits of the preceding year, in the case of annual dividends, has been transferred to paid-in surplus. In addition, prior WDFI approval is required before dividends exceeding 50% of profits for any calendar year may be declared and before a dividend may be declared out of retained earnings. Under WDFI regulations, a Wisconsin savings bank which has converted from mutual to stock form also would be prohibited from paying a dividend on its capital stock if the payment would cause the regulatory capital of the savings bank to be reduced below the amount required for its liquidation account. Because Wauwatosa Savings will be converting from a mutual stock savings bank to a stock savings bank in connection with the Reorganization, this latter regulation will apply to Wauwatosa Savings.

     Liquidity and Reserves

     Wisconsin Law and Regulation. Under WDFI regulations, all Wisconsin savings banks are required to maintain a certain amount of their assets as liquid assets, consisting of cash and certain types of investments. The exact amount of assets a savings bank is required to maintain as liquid assets is set by the WDFI, but generally ranges from 4% to 15% of the saving bank’s average daily balance of net withdrawable accounts plus short-term borrowings (the “Required Liquidity Ratio”). At March 31, 2005, Wauwatosa Savings’ Required Liquidity Ratio was 9.56%, and Wauwatosa Savings was in compliance with this requirement. In addition, 50% of the liquid assets maintained by Wisconsin savings banks must consist of “primary liquid assets”, which are defined to include securities of the United States government and United States government agencies. At March 31, 2005, Wauwatosa Savings was in compliance with this requirement.

     Federal Law and Regulation. Under federal law and regulations, Wauwatosa Savings is required to maintain sufficient liquidity to ensure safe and sound banking practices. Regulation D, promulgated by the FRB, imposes reserve requirements on all depository institutions,

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including Wauwatosa Savings, which maintain transaction accounts or non-personal time deposits. Checking accounts, NOW accounts, Super NOW checking accounts, and certain other types of accounts that permit payments or transfers to third parties fall within the definition of transaction accounts and are subject to Regulation D reserve requirements, as are any non-personal time deposits (including certain money market deposit accounts) at a savings institution. For 2005, a depository institution must maintain average daily reserves equal to 3% on the first $47.6 million of transaction accounts and an initial reserve of $1.218 million, plus 10% of that portion of total transaction accounts in excess of $47.6 million. The first $7.0 million of otherwise reservable balances (subject to adjustment by the FRB) are exempt from the reserve requirements. These percentages and threshold limits are subject to adjustment by the FRB. Savings institutions have authority to borrow from the Federal Reserve System “discount window,” but Federal Reserve System policy generally requires savings institutions to exhaust all other sources before borrowing from the Federal Reserve System. As of March 31, 2005, Wauwatosa Savings met its Regulation D reserve requirements.

     Transactions with Affiliates and Insiders

     Wisconsin Law and Regulation. Under Wisconsin law, Wauwatosa Savings may not make a loan to a person owning 10% or more of its stock, an affiliated person, agent, or attorney of the savings bank, either individually or as an agent or partner of another, except as approved by the WDFI and regulations of the FDIC. In addition, unless the prior approval of the WDFI is obtained, Wauwatosa Savings may not purchase, lease or acquire a site for an office building or an interest in real estate from an affiliated person, including a shareholder owning more than 10% of its capital stock, or from any firm, corporation, entity or family in which an affiliated person or 10% shareholder has a direct or indirect interest.

     Federal Law and Regulation. Sections 23A and 23B of the Federal Reserve Act govern transactions between an insured savings bank, such as Wauwatosa Savings, and any of its affiliates. Wauwatosa Holdings will be an affiliate of Wauwatosa Savings after the reorganization. The Federal Reserve Board has adopted Regulation W, which comprehensively implements and interprets Sections 23A and 23B, in part by codifying prior Federal Reserve Board interpretations under Sections 23A and 23B.

     An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. A subsidiary of a bank that is not also a depository institution or a “financial subsidiary” under the Gramm-Leach-Bliley Act is not treated as an affiliate of the bank for the purposes of Sections 23A and 23B; however, the FDIC has the discretion to treat subsidiaries of a bank as affiliates on a case-by-case basis. Sections 23A and 23B limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such bank’s capital stock and surplus, and limit all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. The statutory sections also require that all such transactions be on terms that are consistent with safe and sound banking practices. The term “covered transaction” includes the making of loans, purchase of assets, issuance of guarantees and other similar types of transactions. Further, most loans by a bank to any of its affiliates must be secured by collateral in amounts ranging from 100 to 130 percent of the loan amounts. In addition, any covered transaction by an association with an affiliate and any purchase of assets or services by an association from an affiliate must be on

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terms that are substantially the same, or at least as favorable, to the bank as those that would be provided to a non-affiliate.

     A savings bank’s loans to its executive officers, directors, any owner of more than 10% of its stock (each, an insider) and any of certain entities affiliated with any such person (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the Federal Reserve Board’s Regulation O thereunder. Under these restrictions, the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks, which is comparable to the loans-to-one-borrower limit applicable to Wauwatosa Savings’ loans. All loans by a savings bank to all insiders and insiders’ related interests in the aggregate may not exceed the bank’s unimpaired capital and unimpaired surplus. With certain exceptions, loans to an executive officer, other than loans for the education of the officer’s children and certain loans secured by the officer’s residence, may not exceed the greater of $25,000 or 2.5% of the savings bank’s unimpaired capital and unimpaired surplus, but in no event more than $100,000. Regulation O also requires that any proposed loan to an insider or a related interest of that insider be approved in advance by a majority of the board of directors of the savings bank, with any interested director not participating in the voting, if such loan, when aggregated with any existing loans to that insider and the insider’s related interests, would exceed either $500,000 or the greater of $25,000 or 5% of the savings bank’s unimpaired capital and surplus. Generally, such loans must be made on substantially the same terms as, and follow credit underwriting procedures that are no less stringent than, those that are prevailing at the time for comparable transactions with other persons and must not present more than a normal risk of collectibility.

     An exception is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the savings bank and that does not give any preference to insiders of the bank over other employees of the bank.

     Transactions between Bank Customers and Affiliates

     Under Wisconsin and federal laws and regulations, Wisconsin savings banks, such as Wauwatosa Savings, are subject to the prohibitions on certain tying arrangements. A savings bank is prohibited, subject to certain exceptions, from extending credit to or offering any other service to a customer, or fixing or varying the consideration for such extension of credit or service, on the condition that such customer obtain some additional service from the institution or certain of its affiliates or not obtain services of a competitor of the institution.

     Examinations and Assessments

     Wauwatosa Savings is required to file periodic reports with and is subject to periodic examinations by the WDFI and FDIC. Federal regulations require annual on-site examinations for all depository institutions except those well-capitalized institutions with assets of less than $100 million; annual audits by independent public accountants for all insured institutions with assets in excess of $500 million; the formation of independent audit committees of the boards of directors of insured depository institutions for institutions with assets equal to or in excess of $500 million; and management of depository institutions to prepare certain financial reports annually and to establish internal compliance procedures. Wauwatosa Savings is required to pay

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examination fees and annual assessments to fund its supervision. Wauwatosa Savings paid an aggregate of $23,490 in assessments for the calendar year ended December 31, 2004.

     Customer Privacy

     Under Wisconsin and federal law and regulations, savings banks, such as Wauwatosa Savings, are required to develop and maintain privacy policies relating to information on its customers, restrict access to and establish procedures to protect customer data. Applicable privacy regulations further restrict the sharing of non-public customer data with non-affiliated parties if the customer requests.

     Community Reinvestment Act

     Under the Community Reinvestment Act (“CRA”), any insured depository institution, including Wauwatosa Savings, has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA requires the FDIC, in connection with its examination of a savings association, to assess the financial institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications for additional branches and acquisitions.

     Among other things, the CRA regulations contain an evaluation system that would rate an institution based on its actual performance in meeting community needs. In particular, the evaluation system focuses on three tests:

•   a lending test, to evaluate the institution’s record of making loans in its service areas;

•   an investment test, to evaluate the institution’s record of investing in community development projects, affordable housing, and programs benefiting low or moderate income individuals and businesses; and

•   a service test, to evaluate the institution’s delivery of services through its branches, ATMs and other offices.

     The CRA requires the FDIC, in the case of Wauwatosa Savings, to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system and requires public disclosure of an institution’s CRA rating. Wauwatosa Savings received at least “satisfactory” overall ratings in it most recent CRA examinations.

     Federal Home Loan Bank System

     The Federal Home Loan Bank System, consisting of twelve FHLBs, is under the jurisdiction of the Federal Housing Finance Board (“FHFB”). The designated duties of the FHFB are to supervise the FHLBs; ensure that the FHLBs carry out their housing finance mission;

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ensure that the FHLBs remain adequately capitalized and able to raise funds in the capital markets; and ensure that the FHLBs operate in a safe and sound manner.

     Wauwatosa Savings, as a member of the FHLB-Chicago, is required to acquire and hold shares of capital stock in the FHLB-Chicago in an amount equal to the greater of (i) 1% of the aggregate outstanding principal amount of residential mortgage loans, home purchase contracts and similar obligations at the beginning of each year, or (ii) 0.3% of total assets. Wauwatosa Savings is in compliance with this requirement with an investment in FHLB-Chicago stock of $13.9 million at March 31, 2005.

     Among other benefits, the FHLBs provide a central credit facility primarily for member institutions. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes advances to members in accordance with policies and procedures established by the FHFB and the Board of Directors of the FHLB-Chicago. At March 31, 2005, Wauwatosa Savings had $106.2 million in advances from the FHLB-Chicago.

     USA PATRIOT Act

     In response to the terrorist attacks of September 11, 2001, Congress adopted the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act. The USA PATRIOT Act gives the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. By means of amendments to Wauwatosa Savings Secrecy Act, Title III of the USA PATRIOT Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks and savings associations.

     Among other requirements, Title III of the USA PATRIOT Act imposes the following requirements with respect to financial institutions:

•   All financial institutions must establish anti-money laundering programs that include, at minimum; (a) internal policies, procedures, and controls; (b) specific designation of an anti-money laundering compliance officer; (c) ongoing employee training programs, and (d) an independent audit function to test the anti-money laundering program.

•   The Secretary of the Treasury, in conjunction with other bank regulators, may issue regulations that provide for minimum standards with respect to customer identification at the time new accounts are opened.

•   Financial institutions that establish, maintain, or manage private banking accounts or correspondent accounts in the United States for non-United States persons or their representatives (including foreign individuals visiting the United States) must establish appropriate, specific, and, where necessary, enhanced due diligence policies, procedures, and controls designed to detect and report money laundering.

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•   Financial institutions are prohibited from establishing, maintaining, administering or managing correspondent accounts for foreign shell banks (foreign banks that do not have a physical presence in any country), and will be subject to certain recordkeeping obligations with respect to correspondent accounts of foreign banks.

•   Bank regulators are directed to consider a holding company’s effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act applications.

Regulation of Wauwatosa Holdings

     Holding Company Regulation

     Wisconsin Law and Regulation. Any company that owns or controls, directly or indirectly, more than 25% of the voting securities of a state savings bank is subject to regulation as a savings bank holding company by the WDFI. Because Wauwatosa Holdings will acquire 100% of the stock of Wauwatosa Savings as a result of the reorganization, Wauwatosa Holdings will be subject to regulation as a savings bank holding company under Wisconsin law. However, the WDFI has not yet issued specific regulations governing savings bank holding companies.

     Federal Law and Regulation. Because it will own all of the outstanding stock of Wauwatosa Savings after the reorganization, Wauwatosa Holdings will be required to register and be regulated as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the “BHCA”). As such, Wauwatosa Holdings will be subject to examination, regulation and periodic reporting under the BHCA, as administered by the FRB. The FRB has adopted capital adequacy guidelines for bank holding companies (on a consolidated basis) substantially similar to those of the FDIC for Wauwatosa Savings. Failure to meet the capital adequacy requirements may result in supervisory or enforcement action by the FRB.

     Wauwatosa Holdings will be required to obtain the prior approval of the FRB to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior FRB approval will also be required for Wauwatosa Holdings to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if, after giving effect to such acquisition, it would, directly or indirectly, own or control more than 5% of any class of voting shares of such bank or bank holding company. The BHCA will also prohibit the acquisition by Wauwatosa Holdings of more than 5% of the voting shares of a bank located outside the State of Wisconsin or of substantially all of the assets of such a bank, unless such an acquisition is specifically authorized by the laws of the state in which such bank is located.

     FRB regulations govern a variety of bank holding company matters, including redemption of outstanding equity securities and a bank holding company engaging in non-banking activities. Pursuant to FRB policy, dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with its capital needs, asset quality and overall financial condition. The FRB policy also requires that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those

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banks during periods of financial stress or adversity. These policies could affect the ability of Wauwatosa Holdings to pay cash dividends.

     Subsidiary banks of a bank holding company are subject to certain quantitative and qualitative restrictions imposed by the Federal Reserve Act on any extension of credit to, or purchase of assets from, or letter of credit on behalf of, the bank holding company or its subsidiaries, and on the investment in or acceptance of stocks or securities of such holding company or its subsidiaries as collateral for loans. In addition, provisions of the Federal Reserve Act and FRB regulations limit the amounts of, and establish required procedures and credit standards with respect to, loans and other extensions of credit to officers, directors and principal shareholders of Wauwatosa Savings, Wauwatosa Holdings, any subsidiary of Wauwatosa Holdings and related interests of such persons. See “Transactions with Affiliates.” Moreover, subsidiaries of bank holding companies are prohibited from engaging in certain tie-in arrangements (with Wauwatosa Holdings or any of its subsidiaries) in connection with any extension of credit, lease or sale of property or furnishing of services.

     Wauwatosa Holdings and its subsidiary, Wauwatosa Savings, are affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve System. In view of changing conditions in the national economy and in the money markets, it is impossible for management of Wauwatosa Holdings to accurately predict future changes in monetary policy or the effect of such changes on the business or financial condition of Wauwatosa Holdings.

     Federal Securities Laws Regulation

     Securities Act. Wauwatosa Holdings has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the registration of shares of common stock to be issued in connection with the reorganization and the stock offering.

     Securities Exchange Act. Upon completion of the offering, Wauwatosa Holdings common stock will continue to be registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Wauwatosa Holdings will continue to be subject to information filings, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act.

     Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 was adopted in response to public concerns regarding corporate accountability in connection with the accounting and corporate governance scandals at several prominent companies. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.

     The Sarbanes-Oxley Act is the most far-reaching U.S. securities legislation enacted in some time. It applies to all public companies, including Wauwatosa Holdings following the reorganization, that file periodic reports with the SEC, under the Securities Exchange Act.

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     The Sarbanes-Oxley Act includes very specific additional disclosure requirements and new corporate governance rules, requires the SEC and national securities exchanges and associations to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of certain issues by the SEC, and increases penalties for violation. The Sarbanes-Oxley Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees.

     The Sarbanes-Oxley Act addresses, among other matters:

•   audit committees and auditor independence;

•   certification of financial statements by the chief executive officer and the chief financial officer;

•   the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities if the issuer’s financial statements later require restatement;

•   a prohibition on insider trading during retirement plan black-out periods;

•   further disclosure of off-balance sheet transactions;

•   a prohibition on many personal loans to directors and officers (with exceptions for financial institutions);

•   expedited filing requirements for reporting of insiders’ transactions; and

•   disclosure of a code of ethics and disclosure of a change or waiver of such code.

     Because some FDIC accounting and governance regulations also refer to the SEC’s regulations, the Sarbanes-Oxley Act also may affect Wauwatosa Savings.

Regulation of Lamplighter Financial, MHC

     Bank Holding Company Regulation

     Wisconsin Law and Regulation. Because Lamplighter Financial, MHC will indirectly control more than 25% of the stock of Wauwatosa Savings as the result of the reorganization, Lamplighter Financial, MHC will be subject to regulation under Wisconsin law as a savings bank holding company just as Wauwatosa Holdings. For a discussion of the savings bank holding company regulations that will apply to Lamplighter Financial, MHC, see “Regulation of Wauwatosa Holdings—Holding Company Regulation” above.

     Federal Law and Regulation. Because Lamplighter Financial, MHC will indirectly control Wauwatosa Savings within the meaning of the BHCA as the result of the reorganization, Lamplighter Financial, MHC will be subject to regulation under the BHCA as a bank holding

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company just as Wauwatosa Holdings. For a discussion of the bank holding company regulations that will apply to Lamplighter Financial, MHC, see “Regulation of Wauwatosa Holdings—Holding Company Regulation” above.

     Mutual Holding Company Regulation

     In addition to the savings bank holding company regulation imposed by Wisconsin law upon Lamplighter Financial, MHC, Lamplighter Financial, MHC is also subject to regulation under Wisconsin law as a mutual holding company.

     Membership. A person owning a deposit account (except for negotiable certificates of deposit not in registered form) in a Wisconsin savings bank that is a subsidiary of a mutual holding company has membership rights in the mutual holding company. A member of a mutual holding company has one vote for each $100 or additional fraction of $100 of the combined withdrawal value of the member’s deposit accounts in a subsidiary savings bank of the mutual holding company.

     Permitted Activities. Wisconsin mutual holding companies are only permitted to engage in activities set forth in the applicable regulations or that are otherwise approved by the WDFI. Generally, a Wisconsin mutual holding company is only permitted to acquire savings banks or other bank holding companies and engage in activities that are approved by the WDFI for Wisconsin savings banks or activities approved by the FRB for bank holding companies.

     Examinations and Assessments. Under the applicable regulations, Lamplighter Financial, MHC is required to register with the WDFI as a mutual holding company and is required to file periodic reports with the WDFI. In addition, Lamplighter Financial, MHC will be subject to examination by the WDFI and pay assessments.

Regulation of the Reorganization of Wauwatosa Savings Bank

     The reorganization of Wauwatosa Savings itself is subject to review by the WDFI, the FDIC and the FRB and involves many steps, which are summarized below. Obtaining all necessary approvals of the WDFI, the FDIC and the FRB are conditions precedent to the stock offering contemplated by this prospectus.

     Description of the Reorganization

     The reorganization of Wauwatosa Savings will include: (1) the conversion of Wauwatosa Savings to a Wisconsin stock savings bank (the “Stock Bank”); (2) the formation of a Wisconsin corporation stock holding company (Wauwatosa Holdings); and (3) the formation of a Wisconsin mutual holding company (Lamplighter Financial, MHC). As a result of the reorganization, Wauwatosa Savings will be 100% owned by Wauwatosa Holdings. Wauwatosa Holdings in turn will be a majority-owned subsidiary of Lamplighter Financial, MHC at all times so long as Lamplighter Financial, MHC remains in existence. Wauwatosa Holdings will also issue stock representing a minority interest in Wauwatosa Holdings to the public according to the terms of the Stock Issuance Plan.

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     After the reorganization is completed, the rights of the members in Wauwatosa Savings will become corresponding rights in Lamplighter Financial, MHC, and the deposits in Wauwatosa Savings shall remain deposits in Wauwatosa Savings after the reorganization.

     The reorganization will involve the following steps:

(i)	Wauwatosa Savings will form a wholly owned Wisconsin stock savings bank called Wauwatosa Interim 1 Stock Savings Bank (“Interim 1”).
(ii)	Interim 1 will form two wholly owned subsidiaries. One will be a Wisconsin stock savings bank named Wauwatosa Interim 2 Stock Savings Bank (“Interim 2). The other will be a Wisconsin stock business corporation, Wauwatosa Holdings, Inc.
(iii)	The following transactions will then occur substantially contemporaneously:

(1)	Wauwatosa Savings will convert to a Wisconsin stock savings bank, the Stock Bank and adopt articles and bylaws appropriate for a Wisconsin stock savings bank;
(2)	Interim 1 will convert from a stock savings bank to a Wisconsin mutual holding company, cancel its outstanding stock, adopt a charter and bylaws appropriate for a Wisconsin mutual holding company and change its name to Lamplighter Financial, MHC;
(3)	Interim 2 will merge with and into the Stock Bank with Stock Bank surviving as a wholly owned subsidiary of Lamplighter Financial, MHC and the depositors of Stock Bank will exchange the shares of Stock Bank common stock constructively received in the conversion for membership interests in Lamplighter Financial, MHC. The depositors’ membership interests in Lamplighter Financial, MHC will continue for as long as they maintain deposit accounts at Stock Bank. The name of the Stock Bank will remain Wauwatosa Savings Bank; and
(4)	Lamplighter Financial, MHC will transfer all of the stock of Stock Bank to Wauwatosa Holdings, in exchange for voting stock of Wauwatosa Holdings, making the Stock Bank a wholly owned direct subsidiary of Wauwatosa Holdings and an indirect subsidiary of Lamplighter Financial, MHC.

(iv)	The deposit accounts of the members of Wauwatosa Savings will remain deposit accounts of Stock Bank.
(v)	Finally, Wauwatosa Holdings will issue stock in its initial public offering according to the Stock Issuance Plan. However, Lamplighter Financial, MHC will at all times continue to hold at least a majority of stock of Wauwatosa Holdings for so long as Lamplighter Financial, MHC is in existence.

     Regulatory Approvals

     Required Wisconsin Regulatory Approvals. Because the reorganization involves a reorganization of Wauwatosa Savings into a mutual holding company form of organization, the

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issuance of stock by a mid-tier holding company, and a merger between Wauwatosa Savings and Interim 2 (as discussed above), Wauwatosa Savings must obtain the prior approval of the WDFI before the reorganization can be consummated. On _______, 2005, Wauwatosa Savings filed the appropriate applications with the WDFI seeking its approval.

     Required Federal Regulatory Approvals. As Wauwatosa Savings’ primary federal regulator, the FDIC must approve the change in form of Wauwatosa Savings’ form to a mutual holding company organization, the minority stock issuance by Wauwatosa Holdings, and the merger between Wauwatosa Savings and Interim 2, before the reorganization can be consummated. On ___, 2005, Wauwatosa Savings filed a Notice of Conversion to Mutual Holding Company and a Bank Merger Act Application with the FDIC, seeking its approval. In addition, because Lamplighter Financial, MHC and Wauwatosa Holdings will become bank holding companies as a result of the reorganization, the FRB must also grant its approval before the reorganization can be consummated. Lamplighter Financial, MHC and Wauwatosa Holdings filed applications with the FRB on ___, 2005, seeking the approval of the FRB to become bank holding companies.

MANAGEMENT

Shared Management Structure

     Upon the reorganization, the directors of Wauwatosa Holdings initially will be those same persons who are currently the directors of Wauwatosa Savings. There will be three executive officers of Wauwatosa Holdings, each of whom is also an executive officer of Wauwatosa Savings. Although there are no present plans to do so, both Wauwatosa Holdings and Wauwatosa Savings may choose to appoint additional or different persons as directors and executive officers in the future. We expect that Wauwatosa Holdings and Wauwatosa Savings will continue to have three common executive officers until there is a business reason to establish separate management structures. To date, directors and executive officers have been compensated for their services to Wauwatosa Savings. These individuals may receive additional compensation for their services to Wauwatosa Holdings.

Directors of Wauwatosa Holdings and Wauwatosa Savings

     Composition of Wauwatosa Savings’ Board. Wauwatosa Savings currently has six directors who serve staggered terms of five years. Upon the reorganization, directors of Wauwatosa Savings will be elected to three-year staggered terms as described above for Wauwatosa Holdings provided that they are elected by Wauwatosa Holdings as its sole shareholder.

     The following table states our directors’ names, their ages as of March 31, 2005, the positions held with Wauwatosa Savings, the calendar years when they began serving as directors and the years when their current terms as directors of Wauwatosa Savings would expire if not for the reorganization:

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			Director	Term
Directors	Age (1)	Positions	Since (2)	Expires
Barbara J. Coutley	53	Director, Senior Vice President and Secretary	2001	2009
Thomas E. Dalum	64	Director	1979	2008
Michael L. Hansen	54	Director	2003	2010
Patrick S. Lawton	48	Director	2000	2008
Stephen J. Schmidt	43	Director	2002	2006
Donald J. Stephens	59	Chairman of the Board, Chief Executive Officer and President	1995	2007

(1)	As of March 31, 2005.
(2)	All directors will be appointed to the Board of Directors of Wauwatosa Holdings in 2005 pursuant to the Plan of Reorganization. The year indicated is the year each director was first elected or appointed to the Board of Directors of Wauwatosa Savings.

     Composition of Wauwatosa Holdings’ Board. The Board of Directors of Wauwatosa Holdings will consist of six members. Directors will serve three-year staggered terms so that one-third of the directors are elected at each annual meeting of shareholders. The class of directors whose term of office expires at the first annual meeting of shareholders following completion of the offering, in 2006, are directors Patrick Lawton and Donald Stephens. The class of directors whose term expires at the second annual meeting of shareholders following completion of the offering, in 2007, are directors Thomas Dalum and Barbara Coutley. The class of directors whose term of office expires at the third annual meeting of shareholders following the completion of the offering, in 2008, are directors Michael Hansen and Stephen Schmidt.

     The Business Background of Our Directors and Executive Officers. The business experience for the past five years of each of our directors and executive officers is set forth below.

Our Directors

Barbara J. Coutley currently serves as Senior Vice President and Secretary of Wauwatosa Savings and has been Wauwatosa Savings’ senior administrative officer since 2003. She has served as Secretary of Wauwatosa Savings since January 2001. She began her career with Wauwatosa Savings in March 1974 as a teller and has since worked in virtually all areas of Bank operations.

Thomas E. Dalum joined DUECO, Inc., an equipment manufacturer and distributor located in Waukesha, Wisconsin in 1964. In 1967, he founded Utility Equipment Leasing Corporation (UELC), also headquartered in Waukesha, Wisconsin. He is currently President of DUECO, Inc. and Chairman of the Board of UELC.

Michael L. Hansen is an investor in various business operations. He currently holds substantial ownership interests in Eagle Metal Finishing LLC in Milwaukee, Wisconsin and Mid-States Contracting, Inc. in Wausau, Wisconsin. He is a certified public accountant and former Arthur Anderson & Company manager with 13 years of experience.

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Patrick S. Lawton is the Managing Director of Fixed Income Capital Markets and a member of the board of directors of Robert W. Baird & Co. Incorporated, an employee-owned broker/dealer headquartered in Milwaukee, Wisconsin.

Stephen J. Schmidt is the President of Schmidt and Bartelt Funeral and Cremation Services, a family-owned business with multiple locations throughout the Milwaukee metropolitan area.

Donald J. Stephens has been the Chairman of the Board of Wauwatosa Savings since January 2001 and President and Chief Executive Officer since December 1997. He has served on the Board of Directors of Wauwatosa Savings since 1995. From April 1984 until becoming President of Wauwatosa Savings, he was Executive Vice President and Chief Operating Officer of Wauwatosa Savings. He began his career with Wauwatosa Savings in February 1969 as a teller.

Executive Officers of Wauwatosa Holdings

     The following individuals are the executive officers of Wauwatosa Holdings and hold the offices set forth below opposite their names.

Name	Age(1)	Position
Donald J. Stephens	59	President and Chief Executive Officer
Richard C. Larson	48	Chief Financial Officer and Treasurer
Barbara J. Coutley	53	Senior Vice President and Secretary
Kenneth A. Snyder	39	Vice President
Andrew L. Taylor	37	Vice President

⁽¹⁾ As of March 31, 2005.

     The executive officers of Wauwatosa Holdings are elected annually and hold office until their respective successors have been elected or until death, resignation, retirement or removal by the Board of Directors.

Bank Executive Officers Who Are Not Directors

Richard C. Larson, age 48, has been the Chief Financial Officer and Treasurer of Wauwatosa Savings since 1990. He is a Certified Public Accountant and former audit manager with 11 years of prior experience with the international public accounting firm Ernst & Young LLP.

Kenneth A. Snyder, age 39, has served as Vice President and Head of the Lending Division of Wauwatosa Savings since 1998. He oversees the mortgage origination, loan processing, post-closing, and mortgage servicing departments. He began his career at Wauwatosa Savings in 1986 as a teller, and has also been a loan officer and branch manager.

Andrew L. Taylor, age 37, was hired as Wauwatosa Savings’ Vice President of Sales and Retail Banking effective April 1, 2005. He has previously worked in similar capacities at National City Bank, Fifth Third Bank and Bank One, all in Ohio.

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Meetings of the Board of Directors and Committees

     Wauwatosa Savings’ Board of Directors meets on a monthly basis and may hold additional special meetings. During the year ended December 31, 2004, Wauwatosa Savings’ Board of Directors held 12 regular meetings. No director attended fewer than 75% of such meetings.

Committees of Wauwatosa Holdings

     Wauwatosa Holdings will establish standing Audit, Compensation and Nominating and Corporate Governance Committees following the offering. Wauwatosa Holdings may establish additional committees as determined by the Board of Directors. Committee membership has not yet been determined.

     The Audit Committee will review internal and external audit reports and related matters to ensure effective compliance with regulations and internal policies and procedures. This committee also will engage an independent registered public accounting firm to perform Wauwatosa Holdings’ annual audit, and will act as a liaison between the independent auditors and the Board of Directors. The Audit Committee will be comprised of directors who are “independent” under the current Nasdaq listing standards. As a non-registered SEC Company, we have not been required to designate an “audit committee financial expert” pursuant to the Sarbanes-Oxley Act of 2002 or the Securities and Exchange Commission regulations. However, we believe that Michael Hansen will be designated as the “audit committee financial expert.”

     The Compensation Committee will establish Wauwatosa Holdings’ compensation policies and will review compensation matters. The Compensation Committee will consist of directors who are “independent” under the current NASDAQ listing standards.

     The Nominating and Corporate Governance Committee will oversee the evaluation of the Board of Directors and management, nominate directors for election by shareholders, nominate committee chairpersons and, in consultation with the committee chairpersons, nominate directors for membership on the committees of the Board. This committee will be comprised of independent directors.

     The Nominating and Corporate Governance Committee will consider director candidates recommended by Wauwatosa Holdings’ shareholders. Recommendations should be directed to the committee in care of Wauwatosa Holdings’ Secretary. Under Wauwatosa Holdings’ Bylaws, shareholder nominations of directors must be received by Wauwatosa Holdings at its principal executive offices, 11200 West Plank Court, Wauwatosa, Wisconsin 53226, directed to the attention of the Secretary, not less than 80 days nor more than 110 days prior to the scheduled date of the annual meeting of shareholders and any such nominations must contain the information specified in Wauwatosa Holdings’ Bylaws. Wauwatosa Holdings is currently considering whether to adopt policies regarding director qualifications and procedures for identifying and evaluating persons recommended to be nominated for election as directors, including nominees recommended by shareholders. The committee expects these policies to be in place for the 2006 annual meeting of shareholders.

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Director Compensation

     Director Fees. Wauwatosa Holdings currently pays no fees for service on the Board of Directors or Board committees, but may pay fees for Board or committee service after the offering consistent with the extent of the business activities of Wauwatosa Holdings. Wauwatosa Savings pays each non-employee director $2,000 for each scheduled board meeting. In addition to the above fees, discretionary amounts are paid for special meetings and as director bonuses. Wauwatosa Savings paid fees totaling $135,200 to directors for the calendar year ended December 31, 2004. Following the reorganization, our directors will be entitled to receive awards under the stock option and recognition and retention plans that we intend to adopt. See section entitled “Future Stock Benefit Plans” on page ___.

Executive Officer Compensation

     Summary Compensation Table. The following table sets forth certain information as to the total remuneration paid by Wauwatosa Savings during the three fiscal years ended June 30, 2004 to the President and Chief Executive Officer of Wauwatosa Savings and the three other most highly compensated executive officers of Wauwatosa Savings whose total annual salary and bonus for 2004 was at least $100,000. Each of the individuals listed on the table below is referred to as a Named Executive Officer. Andrew Taylor, whom Wauwatosa Savings hired effective April 2005, also constitutes an executive officer of Wauwatosa Savings but was not employed by Wauwatosa Savings during the periods covered by the table below. No other individuals qualified as executive officers of Wauwatosa Savings during the covered periods.

Named			Annual Compensation(1)				All Other
Executive Officer	Year		Salary ($) (2)		Bonus ($)		Compensation ($) (3)
Donald J. Stephens		2004		538,333		470,000		4,866
President and Chief Executive		2003		512,500		500,000		4,270
Officer		2002		438,750		300,000		3,541
Richard C. Larson		2004		165,917		117,000		5,487
Chief Financial Officer and		2003		158,333		125,000		9,478
Treasurer		2002		144,416		75,000		12,160
Barbara J. Coutley		2004		134,165		100,000		2,951
Senior Vice President and Secretary		2003		124,167		95,000		3,312
		2002		103,667		60,000		2,839
Kenneth A. Snyder		2004		97,083		55,000		2,907
Vice President—Lending		2003		92,083		55,000		4,738
		2002		84,167		35,000		6,675

(1)	Wauwatosa Savings provides its executive officers with certain non-cash benefits and perquisites. Management of Wauwatosa Savings believes that the aggregate value of these benefits for 2004 did not, in the case of any executive officer, exceed $50,000 or 10% of the aggregate salary and annual bonus reported in the Summary Compensation Table.
(2)	Base salaries are reviewed on an annual basis and may be increased in the future. Current annual salaries are as follows: Mr. Stephens, $500,000; Mr. Larson, $173,000; Ms. Coutley, $144,000; Mr. Snyder, $104,000, and Mr. Taylor, $140,000.
(3)	Amounts represent the dollar value of the named executive’s personal use of Bank-owned automobiles. In addition, Mr. Larson’s fiscal 2004 total includes $1,683 and Mr. Snyder’s 2004 total includes $216 in taxable

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income related to the below market rate employee interest rate charged on the mortgage of a principal residence.

Employment Agreements

     In connection with the reorganization and offering, Wauwatosa Savings will enter into an employment agreement with Donald J. Stephens. The employment agreement is intended to ensure that Wauwatosa Savings and Wauwatosa Holdings will be able to maintain its President and Chief Executive Officer for a reasonable period of time after the offering. The continued success of Wauwatosa Savings and Wauwatosa Holdings depends to a significant degree on the skills and competence of the executive management group.

Defined Benefit Retirement Plan

     Wauwatosa Savings participates in an industry group sponsored insured non-contributory defined benefit pension plan intended to satisfy the qualification requirements of Section 401(a) of the Internal Revenue Code. Employees of Wauwatosa Savings become eligible to participate in the Retirement Plan once they reach age 21 and complete 1,000 hours of service in a consecutive 12-month period. Participants become fully vested in their accrued benefits under the Retirement Plan upon the completion of six years of vesting service. Participants are credited with one year of vesting service for each plan year in which they complete 1,000 hours of service.

     The normal retirement benefit under the Retirement Plan is the sum of (a) 0.8% of the participant’s average annual earnings which constitute table one compensation for Social Security purposes, plus (b) 1.35% of the participant’s average annual earnings, if any, in excess of the table one Social Security compensation, multiplied by (c) the participant’s years of credited service (up to 35 years). A participant’s average annual earnings is equal to the participant’s average compensation for the three consecutive years during which the participant received the greatest compensation from Wauwatosa Savings. A participant’s compensation includes all amounts paid to the participant by Wauwatosa Savings, other than payments Wauwatosa Savings makes on a participant’s behalf for insurance or any employee benefit plan. With respect to the Named Executive Officers, this amount generally equals the total of the amounts set forth in the “Salary” and “Bonus” columns of the Summary Compensation Table.

     In general, the Retirement Plan provides for a normal retirement monthly benefit that, unless deferred, is payable beginning during the year of the participant’s 65^th birthday, or, with respect to participants who commenced participation in the Retirement Plan on or after December 16, 1989, the fifth anniversary of his or her participation in the Retirement Plan, if later.

     The following table sets forth the estimated annual benefits payable upon a participant’s normal retirement at age 65 for the period ended December 31, 2004, assuming various levels of compensation and various specified years of service for a participant born between 1957 and 1960:⁽¹⁾

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Average	Years of Service
Annual Earnings	15		20		25		30		35
$100,000	$	13,568	$	18,090	$	22,613	$	27,135	$	31,658
$125,000	$	18,630	$	24,840	$	31,050	$	37,260	$	43,470
$150,000	$	23,693	$	31,590	$	39,488	$	47,385	$	55,283
$175,000	$	28,755	$	38,340	$	47,925	$	57,510	$	67,095
$200,000	$	33,818	$	48,090	$	56,363	$	67,635	$	78,908
$225,000	$	38,880	$	51,840	$	64,800	$	77,760	$	90,720

(1)    Under the Internal Revenue Code, maximum annual benefits under the Retirement Plan are limited to $170,000 and the annual average earnings for calculation purposes are limited to $210,000 for the 2005 calendar year. Estimated annual benefits are computed on the basis of a straight life annuity with ten years certain and are not subject to offset.

     The approximate years of service credited under the Retirement Plan as of December 31, 2004 for the Named Executive Officers are as follows:

Name	Years of Service
Donald J. Stephens		36
Richard C. Larson		14
Barbara J. Coutley		31
Kenneth A. Snyder		18

401(k) Plan

     Wauwatosa Savings maintains the Wauwatosa Savings Bank 401(k) Plan, a tax-qualified plan under Section 401(a) of the Internal Revenue Code with a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Employees become eligible to make salary reduction contributions to the 401(k) Plan and to receive any matching or discretionary contributions made to the 401(k) Plan by Wauwatosa Savings on the first January 1 or July 1 coinciding with or next following the date that the employee has attained 18 years of age and completed at least three months of service with Wauwatosa Savings.

     Under the 401(k) Plan, participants may elect to annually contribute up to the lesser of 90% of eligible compensation or $14,000 in calendar year 2005 ($15,000 in 2006). The 401(k) Plan permits Wauwatosa Savings to make discretionary profit sharing contributions to the 401(k) Plan. Wauwatosa Savings made no discretionary contributions to the 401(k) Plan during the years ended June 30, 2004 and 2003. Participants in the 401(k) Plan may direct the investment of their accounts in several types of investment funds.

     Participants are always 100% vested in their elective deferrals and related earnings under the 401(k) Plan. Participants become vested in any discretionary profit sharing contributions and related earnings in 20% increments, beginning with the completion of two years of service and ending with the completion of six years of service. Participants also become 100% vested in any discretionary profit sharing contributions and related earnings upon the attainment of normal retirement age (age 65). Participants are permitted to receive a distribution from the 401(k) Plan only in the form of a lump sum payment.

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     Wauwatosa Savings intends to allow its 401(k) Plan to add an additional investment alternative, the Wauwatosa Holdings, Inc. Stock Fund, as soon as such addition is allowed by the administrator of the 401(k) Plan (which will in no event be earlier than six months following the completion of the reorganization). The Wauwatosa Holdings, Inc. Stock Fund would permit participants to invest their deferrals in Wauwatosa Holdings, Inc. common stock.

Supplemental Retirement Benefit Plan

     Wauwatosa Savings entered into a Supplemental Retirement Benefit Plan with Donald Stephens on July 13, 1999, for the purposes of assuring Mr. Stephens’ continued availability to provide services to Wauwatosa Savings and providing Mr. Stephens with supplemental retirement benefits in recognition of his service to Wauwatosa Savings. Pursuant to the plan, Wauwatosa Savings will pay Mr. Stephens $170,000 per year for a period of 10 years following Mr. Stephens termination of employment should his employment terminate for any reason other than cause following the first day of the month following the month in which Mr. Stephens reaches age 62, or should Wauwatosa Savings terminate Mr. Stephens without cause prior to that date. If Mr. Stephens voluntarily terminates his employment prior to that date, Wauwatosa Savings will pay him $170,000 per year, reduced by 7.375% for each 12-month period by which the actual termination date precedes that date, for a period of ten years. If Mr. Stephens is terminated by Wauwatosa Savings for cause, then he will receive no payments under the plan.

     Should a change in control of Wauwatosa Savings occur during Mr. Stephens’ employment, the plan provides that Mr. Stephens would become immediately vested in the full amount of his benefits under the plan upon the change in control, with such benefits payable as of the later of the first day of the month following the month in which he reaches age 62 or the date his employment is terminated for any reason.

     In the event that Mr. Stephens terminates his employment prior to the first day of the month following the month in which he reaches age 62, then he will be subject to a noncompete arrangement that is intended to prevent him from competing against Wauwatosa Savings for a period of 18 months following the termination in a six-county area including and surrounding Wauwatosa Savings’ main office.

Future Stock Benefit Plans

     Employee Stock Ownership Plan and Trust. We intend to implement an employee stock ownership plan in connection with the reorganization and offering. The Board of Directors of Wauwatosa Savings intends to adopt the employee stock ownership plan, and the Board of Directors of Wauwatosa Holdings intends to approve the employee stock ownership loan, effective at the closing of the offering. Employees who are at least 21 years old and who have completed at least one year of service will be eligible to participate. As part of the offering, the employee stock ownership plan trust intends to borrow funds from Wauwatosa Holdings and use those funds to purchase a number of shares equal to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation. Collateral for the loan will be the common stock purchased by the employee stock ownership plan. The loan will be repaid principally from Bank discretionary contributions to the employee stock ownership plan over a period of up to 10 years. The loan documents will provide that the loan may be repaid over a

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shorter period, without penalty for prepayments. It is anticipated that the interest rate for the loan will be a floating rate equal to the prime rate. Shares purchased by the employee stock ownership plan will be held in a suspense account for allocation among participants as the loan is repaid.

     Contributions to the employee stock ownership plan and shares released from the suspense account in an amount proportional to the repayment of the employee stock ownership plan loan will be allocated among employee stock ownership plan participants on the basis of their compensation in the year of allocation. Benefits under the plan will become vested in accordance with a graded vesting schedule providing full vesting after the completion of six years of credited service. A participant’s interest in his account under the plan will also fully vest in the event of termination of service due to a participant’s normal retirement, death, or disability. Vested benefits will be payable in the form of common stock and/or cash and benefits are generally distributable upon a participant’s separation from service.

     Wauwatosa Savings’ contributions to the employee stock ownership plan are discretionary, subject to the loan terms and tax law limits. In any plan year, Wauwatosa Savings may make additional discretionary contributions (beyond those necessary to satisfy the loan obligation) to the employee stock ownership plan for the benefit of plan participants in either cash or shares of common stock, which may be acquired through the purchase of outstanding shares in the market or from individual shareholders or which constitute authorized but unissued shares or shares held in treasury by Wauwatosa Holdings. The timing, amount and manner of discretionary contributions will be affected by several factors, including applicable regulatory policies, the requirements of applicable laws and regulations and market conditions. Wauwatosa Savings’ contributions to the employee stock ownership plan are not fixed; therefore, benefits payable under the employee stock ownership plan cannot be estimated. Pursuant to SOP 93-6, we will be required to record compensation expense each year in an amount equal to the fair market value of the shares committed to be released.

     Plan participants will be entitled to direct the plan trustee on how to vote common stock credited to their accounts. The trustee will vote all allocated shares held in the employee stock ownership plan as instructed by the plan participants and unallocated shares and allocated shares for which no instructions are received will be voted in the same ratio on any matter as those shares for which instructions are given, subject to the fiduciary responsibilities of the trustee.

     The employee stock ownership plan must meet certain requirements of the Internal Revenue Code and the Employee Retirement Income Security Act. Wauwatosa Savings intends to request a favorable determination letter from the Internal Revenue Service regarding the tax-qualified status of the employee stock ownership plan. Wauwatosa Savings expects to receive a favorable determination letter, but cannot guarantee that it will.

     Stock Option Plan. We may implement a stock option plan for directors, officers and employees of Wauwatosa Holdings and Wauwatosa Savings after the offering. We will not implement this plan until at least six months after the offering. Any such plan would need to be approved by the holders of a majority of the outstanding shares of Wauwatosa Holdings other than Lamplighter Financial, MHC. In addition to shares awarded under one or more tax-

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qualified employee stock benefit plans, we may grant awards under one or more stock benefit plans, including the stock option plan and recognition and retention plan described below, in an aggregate amount up to 14% of the common stock held by persons other than Lamplighter Financial, MHC.

     We expect that the stock option plan would authorize the Compensation Committee, or the full board, to grant options to purchase up to 10% of the total of the shares sold in the offering and those contributed to the charitable foundation, although we may decide to adopt a stock option plan providing for greater or fewer stock option grants, if adopted after one year from the date of completion of the offering. The stock option plan will have a term of 10 years. The Compensation Committee will decide which directors, officers and employees will receive options and the terms of those options. Generally, no stock option will permit its recipient to purchase shares at a price that is less than the fair market value of a share on the date the option is granted, and no option will have a term that is longer than 10 years.

     We expect that the stock option plan will permit the Compensation Committee to grant either incentive stock options that qualify for special federal income tax treatment or non-qualified stock options that do not qualify for special treatment. Incentive stock options may be granted only to employees and will not create federal income tax consequences when they are granted. If they are exercised during employment or within three months after termination of employment, the exercise will not create federal income tax consequences either. When the shares acquired on exercise of an incentive stock option are resold, the seller must pay federal income taxes on the amount by which the sales price exceeds the purchase price. This amount will be taxed at capital gains rates if the sale occurs at least two years after the option was granted and at least one year after the option was exercised. Otherwise, any amount realized from such disposition will be taxable as ordinary income in the year of disposition to the extent the lesser of (a) the fair market value of the shares on the date the incentive stock option was exercised, or (b) the amount realized upon such disposition exceeds the exercise price. Any amount realized in excess of the fair market value on the date of exercise is treated as long-term or short-term capital gain, depending upon the holding period of the shares.

     Non-qualified stock options may be granted to either employees or non-employees such as directors, consultants and other service providers. Incentive stock options that are exercised more than three months after termination of employment are treated as non-qualified stock options. Non-qualified stock options will not create federal income tax consequences when they are granted. When they are exercised, federal income taxes must be paid on the amount by which the fair market value of the shares acquired by exercising the option exceeds the exercise price. When the shares acquired on exercise of a non-qualified stock option are resold, the seller must pay federal income taxes on the amount by which the sales price exceeds the purchase price plus the amount included in ordinary income when the option was exercised. This amount will be taxed at capital gain rates, which will vary depending upon the time that has elapsed since the exercise of the option.

     If we implement a stock option plan before the first anniversary of the offering, our plans will provide that:

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•   non-employee directors in the aggregate may not receive more than 30% of the options authorized under the plan;

•   any one non-employee director may not receive more than 5% of the options authorized under the plan;

•   any officer or employee may not receive more than 25% of the options authorized under the plan;

•   the options may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plan; and

•   accelerated vesting is not permitted except for death, disability or upon a change in control of Wauwatosa Savings or Wauwatosa Holdings.

     Wauwatosa Holdings may obtain the shares needed for this plan by issuing additional shares of common stock, in which case there would be dilution to then-existing shareholders, or through stock repurchases, in which case dilution would not occur.

     Under newly adopted financial reporting rules, companies such as Wauwatosa Holdings are required to expense the fair value of stock options granted to officers, directors and employees, effective for all fiscal years beginning after June 15, 2005. Based upon the new statement, we will have to expense the fair value of stock options which will increase our compensation costs.

     Recognition and Retention Plan. We may implement a Recognition and Retention Plan for the directors, officers and employees of Wauwatosa Savings and Wauwatosa Holdings after the offering. We will not implement this plan until at least six months after the offering. Any such plan would need to be approved by the holders of a majority of the outstanding shares of Wauwatosa Holdings other than Lamplighter Financial, MHC. We may grant awards under the Recognition and Retention Plan in an amount up to 4% of the total of the shares sold in the offering and those contributed to the charitable foundation, other than Lamplighter Financial, MHC. The Recognition and Retention Plan may authorize awards of more than 4% of the total of the shares sold in the offering and those contributed to the charitable foundation, if it is adopted after one year from the date of the completion of the offering.

     The Compensation Committee or the full board will decide which directors, officers and employees will receive restricted stock and the terms of those awards. We may obtain the shares of common stock needed for this plan by issuing additional shares of common stock or through stock repurchases. If we implement a recognition and retention plan before the first anniversary of the offering, our plan will provide that:

•   all non-employee directors in the aggregate may not receive more than 30% of the shares authorized under the plan;

•   no non-employee director may receive more than 5% of the shares authorized under the plan;

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•   no officer or employee may receive more than 25% of the shares authorized under the plan;

•   the awards may not vest more rapidly than 20% per year, beginning on the first anniversary of shareholder approval of the plan; and

•   accelerated vesting is not permitted except for death, disability or upon a change of control of Wauwatosa Savings or Wauwatosa Holdings.

     Restricted stock awards under this plan may contain restrictions that require continued employment for a period of time for the award to be vested. Awards are not vested unless the specified employment requirements are satisfied. However, pending vesting, the award recipient may have voting and dividend rights. A recipient generally recognizes no taxable income at the time of an award of restricted stock. However, a recipient may make an election under Section 83(b) of the Code to have the grant taxed as compensation income at the date of receipt, with the result that any future appreciation (or depreciation) in the value of the shares of stock granted may be taxed as capital gain (or loss) upon a subsequent sale of the shares. If the recipient does not make a Section 83(b) election, then the grant will be taxed as compensation income at the full fair market value on the date that the restrictions imposed on the shares expire. Wauwatosa Savings is generally entitled to an income tax deduction for any compensation income taxed to the recipient. We will have to recognize compensation expense for accounting purposes ratably over the vesting period, equal to the fair market value of the shares on the original award date.

     The recognition and retention plan will increase our future compensation costs. We will have to expense the fair value of shares granted under the recognition and retention plan, thereby reducing our earnings.

Limitations on Federal Tax Deductions for Executive Officer Compensation

     As a private entity, Wauwatosa Savings has been subject to federal tax rules which permit it to claim a federal income tax deduction for a reasonable allowance for salaries or other compensation for personal services actually rendered. Following the reorganization, federal tax laws may limit this deduction to $1 million each tax year for each executive officer named in the summary compensation table in Wauwatosa Holdings’ proxy statement for that year. This limit will not apply to non-taxable compensation under various broad-based retirement and fringe benefit plans, to compensation that is “qualified performance-based compensation” under applicable law or to compensation that is paid in satisfaction of commitments that arose before the reorganization. Wauwatosa Savings and Wauwatosa Holdings expect that the Compensation Committee will take this deduction limitation into account with other relevant factors in establishing the compensation levels of their executive officers and in setting the terms of compensation programs. However, there is no assurance that all compensation paid to our executive officers will be deductible for federal income tax purposes. To the extent that compensation paid to any executive officer is not deductible, the net after-tax cost of providing the compensation will be higher and the net after-tax earnings of Wauwatosa Holdings and Wauwatosa Savings will be reduced.

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Transactions with Certain Related Persons

     In the ordinary course of business, Wauwatosa Savings makes loans available to its directors, officers and employees. After six months of continuous employment, full-time employees of Wauwatosa Savings are entitled to receive a mortgage loan at a reduced interest rate. See section entitled “BUSINESS OF WAUWATOSA SAVINGS BANK – One- to Four-Family Residential Mortgage Loans” beginning on page ___for a description of Wauwatosa Savings’ employee mortgage loan program.

     The chart below lists the named executive officers who participated in the employee mortgage loan program as of March 31, 2005 and the interest rates of the employee mortgage loans and non-employee mortgage loans as of that date:

	Amount of Mortgage		Non-employee Interest
Named Executive Officer	Loan	Employee Interest Rate	Rate
Barbara J. Coutley	$263,231	3.08%	6.25%
Richard C. Larson	$338,041	3.08%	5.75%
Kenneth A. Snyder	$300,306	3.08%	5.25%

     At the time of termination of employment with Wauwatosa Savings, the interest rate will be adjusted to the non-employee interest rate as set forth in the mortgage note.

     Management believes that these loans neither involve more than the normal risk of collection nor present other unfavorable features. Federal regulations permit executive officers and directors to participate in loan programs that are available to other employees, as long as the director or executive officer is not given preferential treatment compared to other participating employees. Loans made to directors or executive officers, including any modification of such loans, must be approved by a majority of disinterested members of the Board of Directors. The interest rate on loans to directors and officers is the same as that offered to other employees.

Participation By Management in the Offering

     The following table sets forth information regarding intended common stock purchases by each of the directors and executive officers of Wauwatosa Savings and their associates, and by all directors and executive officers as a group. These purchases of common stock are for investment purposes and not for resale. No individual has entered into a binding agreement to purchase this common stock and, therefore, actual purchases could be more or less than indicated. In the event the individual maximum purchase limitation is increased, persons subscribing for the maximum amount may increase their purchase order. Directors and executive officers will purchase shares of common stock at the same $10.00 purchase price per share and on the same terms as other purchasers in the offering. This table excludes shares of common stock to be purchased by the employee stock ownership plan, as well as any recognition and retention plan awards or stock option grants that may be made no earlier than six months after the completion of the offering. The directors and officers have indicated their intention to purchase in the offering an aggregate of [___] shares of common stock, equal to [___]%, [___]%, [___]% and [___]% of the number of shares of common stock issued to the public and

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contributed to the charitable foundation, at the minimum, midpoint, maximum and adjusted maximum of the estimated valuation range, respectively.

Directors	Aggregate Purchase Price	Number of Shares
Barbara J. Coutley
Thomas E. Dalum
Michael L. Hansen
Patrick S. Lawton
Stephen J. Schmidt
Donald J. Stephens

Executive Officers Who Are Not Directors	Aggregate Purchase Price	Number of Shares
Richard C. Larson
Kenneth A. Snyder
Andrew L. Taylor

THE REORGANIZATION AND STOCK OFFERING

General

     The Board of Directors of Wauwatosa Savings adopted the Plan of Reorganization and related Stock Issuance Plan as of May 17, 2005, as amended on June 3, 2005, under which: (i) Wauwatosa Holdings and Lamplighter Financial, MHC will be formed and (ii) Wauwatosa Holdings will issue a minority of its capital stock to persons other than Lamplighter Financial, MHC as described immediately below. Upon completion of the reorganization, Wauwatosa Holdings will own 100% of the common stock of Wauwatosa Savings. Majority share ownership and control of Wauwatosa Holdings will be in Lamplighter Financial, MHC. Wauwatosa Savings, Wauwatosa Holdings and Lamplighter Financial, MHC will all be state-chartered.

The Stock Offering

     Wisconsin law requires that Lamplighter Financial, MHC, our mutual holding company, own a majority of the outstanding shares of common stock of Wauwatosa Holdings. Accordingly, the shares that we are permitted to sell in the stock offering must represent a minority of our outstanding shares of common stock. Based on these restrictions, our Board of Directors has decided to sell 30% of our outstanding shares of common stock in the stock offering. In addition, we intend to contribute shares of common stock, equal to 1.65% of the shares outstanding following the offering, to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation, a currently existing charitable foundation to which Wauwatosa Savings has previously made donations of cash. The remaining 68.35% will be held by Lamplighter Financial, MHC.

     Lamplighter Financial, MHC has no plans, understandings or agreements, whether written or oral, to sell or otherwise dispose of its majority ownership interest in the common stock of Wauwatosa Holdings. However, Lamplighter Financial, MHC may convert to stock form in the future by offering its interest in Wauwatosa Holdings for sale to depositors and

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others in a subscription and community offering. Lamplighter Financial, MHC, however, has no plans to convert to stock form. Completion of the reorganization and the stock offering must be approved by the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, and the establishment of Wauwatosa Holdings and Lamplighter Financial, MHC must be approved by the Federal Reserve Board. We have applied for those approvals and expect that they will be obtained in due course.

     The aggregate price of the shares of common stock sold in the offering will be within the offering range. The offering range of between $58.7 million and $79.4 million has been established by the Board of Directors, based upon an independent appraisal of the estimated pro forma market value of the common stock of Wauwatosa Holdings. The appraisal was prepared by RP Financial, LC, a consulting firm experienced in the valuation and appraisal of savings institutions. All shares of common stock to be sold in the offering will be sold at the same price per share. The independent appraisal will be affirmed or, if necessary, updated at the completion of the offering. See “THE REORGANIZATION AND STOCK OFFERING — How We Determined Stock Pricing and the Number of Shares to be Issued” on page ___for additional information as to the determination of the estimated pro forma market value of the common stock.

     The following is a summary of the material aspects of the stock offering. Prospective purchasers should also carefully review the terms of the Plan of Reorganization and the Stock Issuance Plan. Copies of the Plan of Reorganization and the Stock Issuance Plan are available from Wauwatosa Savings upon request and are available for inspection at the offices of Wauwatosa Savings. The Plan is also filed as an exhibit to the Registration Statement of which this prospectus is a part, copies of which may be obtained from the Securities and Exchange Commission. See “WHERE YOU CAN FIND MORE INFORMATION” on page___.

Reasons for the Stock Offering

     The proceeds from the sale of common stock of Wauwatosa Holdings will provide Wauwatosa Savings with additional capital, which will be used to support future growth, internally or through acquisitions. The stock offering will also enable Wauwatosa Holdings and Wauwatosa Savings to increase their capital in response to any future regulatory capital requirements. Although Wauwatosa Savings currently exceeds all regulatory capital requirements, the sale of common stock will assist Wauwatosa Savings with the orderly preservation and expansion of its capital base and will provide flexibility to respond to sudden and unanticipated capital needs.

     In addition, since Wauwatosa Savings competes with local and regional banks not only for customers, but also for employees, we believe that the stock offering also will afford us the opportunity to attract and retain management and employees through various stock benefit plans, including incentive stock option plans, restricted stock plans and an employee stock ownership plan.

     After completion of the stock offering, the unissued common and preferred stock authorized by Wauwatosa Holdings’ certificate of incorporation, as well as any treasury shares that may have been repurchased, will permit Wauwatosa Holdings to raise additional equity

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capital through further sales of securities and may permit Wauwatosa Holdings to issue securities in connection with possible acquisitions, subject to market conditions and any required regulatory approval. Wauwatosa Holdings currently has no plans with respect to additional offerings of securities or acquisitions.

     The stock offering proceeds will provide additional flexibility to grow through acquisitions of other financial institutions or other businesses. Although there are no current arrangements, understandings or agreements, written or oral, regarding any such opportunities, Wauwatosa Holdings will be in a position after the stock offering to take advantage of any such favorable opportunities that may arise. See “HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING” on page___ for a description of our intended use of proceeds.

     After considering the advantages and disadvantages of the stock offering, as well as applicable fiduciary duties, the Board of Directors of Wauwatosa Savings unanimously approved the stock offering as being in the best interests of Wauwatosa Savings, Wauwatosa Savings’ depositors and the communities we serve.

Offering of Common Stock

     Under the Plan of Reorganization and Stock Issuance Plan, up to 7,935,000 shares of Wauwatosa Holdings common stock will be offered for sale, subject to certain restrictions described below, through a subscription and community offering.

     Subscription Offering. The subscription offering will expire at noon, Wisconsin time, on ___, 2005, unless otherwise extended by Wauwatosa Savings with the approval of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. If the offering is not completed by [45 days after offering expiration], 2005, all subscribers will have the right to modify or rescind their subscriptions and to have their subscription funds returned promptly with interest. In the event of an extension of this type, all subscribers will be notified in writing of the time period within which subscribers must notify Wauwatosa Savings of their intention to maintain, modify or rescind their subscriptions. If the subscriber rescinds or does not respond in any manner to Wauwatosa Savings’ notice, the funds submitted will be refunded to the subscriber with interest at Wauwatosa Savings’ regular savings rate, and/or the subscriber’s withdrawal authorizations will be terminated. In the event that the offering is not completed, all funds submitted and not previously refunded pursuant to the subscription and community offering will be promptly refunded to subscribers with interest at Wauwatosa Savings’ regular savings rate, and all withdrawal authorizations will be terminated.

     Subscription Rights. Under the Stock Issuance Plan, nontransferable subscription rights to purchase the shares of common stock have been issued to persons and entities entitled to purchase the shares of common stock in the subscription offering. The amount of shares of common stock which these parties may purchase will depend on the availability of the common stock for purchase under the categories described in the Stock Issuance Plan. Subscription priorities have been established for the allocation of common stock to the extent that the common stock is available. These priorities are as follows:

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     Priority 1: Eligible Account Holders. Subject to the maximum purchase limitations, each depositor with $50 or more on deposit at Wauwatosa Savings, as of the close of business on April 30, 2004, will receive nontransferable subscription rights to purchase up to 50,000 shares or $500,000 of common stock.

     If the exercise of subscription rights in this category results in an oversubscription, shares of common stock will be allocated among subscribing eligible account holders so as to permit each one, to the extent possible, to purchase a number of shares sufficient to make the person’s total allocation equal to 100 shares or the number of shares actually subscribed for, whichever is less. Thereafter, unallocated shares will be allocated among the remaining subscribing eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total amount of qualifying deposits of all remaining eligible account holders whose subscriptions remain unfilled; however, no fractional shares shall be issued. If the amount so allocated exceeds the amount subscribed for by any one or more eligible account holders, the excess shall be reallocated, one or more times as necessary, among those eligible account holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated or all subscriptions satisfied.

     To ensure proper allocation of stock, each eligible account holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest on April 30, 2004. Failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed. The subscription rights of eligible account holders who are also directors or officers of Wauwatosa Savings or their associates will be subordinated to the subscription rights of other eligible account holders to the extent attributable to increased deposits in the twelve months preceding April 30, 2004.

     Priority 2: Tax-Qualified Employee Plans. The stock issuance plan provides that tax-qualified employee plans of Lamplighter Financial, MHC, Wauwatosa Holdings, or Wauwatosa Savings, such as the employee stock ownership plan, shall receive nontransferable subscription rights to purchase up to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation. The employee stock ownership plan intends to purchase up to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation. If the employee stock ownership plan’s subscription is not filled in its entirety, the employee stock ownership plan may purchase shares of common stock in the open market.

     Priority 3: Supplemental Eligible Account Holders. To the extent that there are sufficient shares of common stock remaining after satisfaction of subscriptions by eligible account holders and the tax-qualified employee plans, and subject to the maximum purchase limitations, each depositor with $50 or more on deposit, as of the close of business on [last day of calendar quarter preceding approval of Stock Issuance Plan by FDIC and WDFI], will receive nontransferable subscription rights to purchase up to 50,000 shares or $500,000 of common stock.

     If the exercise of subscription rights in this category results in an oversubscription, shares of common stock will be allocated among subscribing supplemental eligible account holders so as to permit each supplemental eligible account holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation equal to 100 shares or the number

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of shares actually subscribed for, whichever is less. Thereafter, unallocated shares will be allocated among subscribing supplemental eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to total qualifying deposits of all subscribing supplemental eligible account holders.

     To ensure proper allocation of common stock, each supplemental eligible account holder must list on the stock order form all deposit accounts in which he or she had an ownership interest at [SERD]. Failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed.

     Priority 4: Other Members. To the extent that shares remain available for purchase after satisfaction of all subscriptions of Eligible Account Holders, Tax-Qualified Employee Plan and Supplemental Eligible Account Holders, members of Wauwatosa Savings as of the close of business on [Voting Record Date] who are not Eligible Account Holders or Supplemental Eligible Account Holders shall receive, without payment, non-transferable subscription rights to subscribe for up to $500,000 of common stock.

     If the exercise of subscription rights in this category results in an oversubscription, shares of common stock will be allocated among subscribing other members on a pro rata basis relative to order site.

     Priority 5: Directors, Officers and Employees. To the extent that shares remain available for purchase after satisfaction of all subscriptions of Eligible Account Holders, Tax-Qualified Employee Plan, Supplemental Eligible Account Holders, and Other Members, employees, officers and directors of Wauwatosa Savings who are not Eligible Account Holders, Supplemental Eligible Account Holders or Other Members shall receive, without payment, non-transferable subscription rights to subscribe for up to $500,000 of common stock.

     In the event that employees, officers and directors subscribe for a number of shares, which, when added to the shares subscribed for by Eligible Account Holders, Tax-Qualified Plans, Supplemental Eligible Account Holders and Other Members, is in excess of the total shares offered, the subscriptions of such employees, officers and directors will be allocated on a point system basis more fully described in the Stock Issuance Plan.

     Wauwatosa Holdings will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to subscribe for shares of common stock pursuant to the Stock Issuance Plan reside. However, no shares of common stock will be offered or sold under the Stock Issuance Plan to any person who resides in a foreign country or resides in a state of the United States in which a small number of persons otherwise eligible to subscribe for shares under the stock issuance plan reside or as to which Wauwatosa Holdings determines that compliance with the securities laws of the state would be impracticable for reasons of cost or otherwise, including, but not limited to, a requirement that Wauwatosa Holdings or any of its officers, directors or employees register, under the securities laws of the state, as a broker, dealer, salesman or agent. No payments will be made in lieu of the granting of subscription rights to any person.

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     Community Offering. Any shares of common stock which remain unsubscribed for in the subscription offering will be offered by Wauwatosa Holdings in a community offering to members of the general public to whom Wauwatosa Holdings delivers a copy of this prospectus and a stock order form, with preference given to natural persons residing in Milwaukee, Waukesha, Ozaukee, Washington, Dodge, Jefferson, Walworth and Racine Counties, Wisconsin, and then to the public at large. Subject to the minimum and maximum purchase limitations, these persons may purchase up to $500,000 of common stock. The community offering, if any, may be undertaken concurrent with, during, or promptly after the subscription offering, and may terminate at any time without notice, but may not terminate later than ___, 2005, unless extended by Wauwatosa Holdings and Wauwatosa Savings. Subject to any required regulatory approvals, Wauwatosa Savings will determine the advisability of a community offering, the commencement and termination dates of any community offering, and the methods of finding potential purchasers in such offering, in its discretion based upon market conditions. The opportunity to subscribe for shares of common stock in the community offering category is subject to the right of Wauwatosa Holdings and Wauwatosa Savings, in their sole discretion, to accept or reject these orders in whole or in part either at the time of receipt of an order or as soon as practicable thereafter.

     Syndicated Community Offering. All shares of common stock not purchased in the subscription and community offerings, if any, may be offered for sale to the general public in a syndicated community offering through a syndicate of registered broker-dealers to be formed and managed by Keefe, Bruyette & Woods, Inc. Wauwatosa Holdings and Wauwatosa Savings have the right to reject orders in whole or part in their sole discretion in the syndicated community offering. Neither Keefe, Bruyette & Woods, Inc. nor any registered broker-dealer shall have any obligation to take or purchase any shares of common stock in the syndicated community offering; however, in the event Keefe, Bruyette & Woods, Inc. agrees to participate in a syndicated community offering, it will use its best efforts in the sale of shares of common stock in the syndicated community offering.

     The price at which shares of common stock are sold in the syndicated community offering will be the same price as in the subscription and community offerings. Subject to the overall purchase limitations, no person by himself or herself may subscribe for or purchase more than $500,000 of common stock.

     Keefe, Bruyette & Woods, Inc. may enter into agreements with selected dealers to assist in the sale of the shares of common stock in the syndicated community offering. No orders may be placed or filled by or for a selected dealer during the subscription offering. After the close of the subscription offering, Keefe, Bruyette & Woods, Inc. will instruct selected dealers as to the number of shares of common stock to be allocated to each selected dealer. Only after the close of the subscription offering and upon allocation of shares to selected dealers may selected dealers take orders from their customers. During the subscription and community offerings, selected dealers may only solicit indications of interest from their customers to place orders with Wauwatosa Holdings as of a certain order date for the purchase of shares of common stock. When and if Wauwatosa Savings, in consultation with Keefe, Bruyette & Woods, Inc., believes that enough indications of interest and orders have not been received in the subscription and community offerings to consummate the offering, it will instruct Keefe, Bruyette & Woods, Inc. to request, as of the order date, selected dealers to submit orders to purchase shares for which

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they have previously received indications of interest from their customers. Selected dealers will send confirmations of the orders to customers on the next business day after the order date. Selected dealers will debit the accounts of their customers on the settlement date, which date will be three business days from the order date. Customers who authorize selected dealers to debit their brokerage accounts are required to have the funds for payment in their account on but not before the settlement date. On the settlement date, selected dealers will remit funds to the account established by Wauwatosa Savings for each selected dealer. Each customer’s funds so forwarded to Wauwatosa Savings, along with all other accounts held in the same title, will be insured by the FDIC up to $100,000 in accordance with applicable FDIC regulations. After payment has been received by Wauwatosa Savings from selected dealers, funds will earn interest at Wauwatosa Savings’ regular savings rate until the completion or termination of the offering. Funds will be promptly returned, with interest, in the event the offering is not completed as described above.

     The syndicated community offering will terminate no more than 45 days following the subscription expiration date, unless extended by Wauwatosa Holdings and Wauwatosa Savings with the approval of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation.

     We will not execute orders until at least the minimum number of shares of common stock have been issued. We are not required to give notice of an extension of the offering to [45 days]. If at least 5,865,000 shares have not been issued by [45 days], 2005, and the bank regulators have not consented to an extension, all funds delivered to us to purchase shares of common stock in the offering will be returned promptly to the subscribers with interest at Wauwatosa Savings’ applicable savings rate for the minimum interest-earning balance, and all deposit account withdrawal authorizations will be cancelled. If an extension beyond [45 days] is granted by the banking authorities, we will notify subscribers of the extension of time and of the rights of subscribers to increase, decrease or rescind their subscriptions for a specified period of time. Extensions may not go beyond May 17, 2007, which is two years after the Board of Directors approved the Plan of Reorganization and Stock Issuance Plan.

     We have the right to reject any order submitted in the offering by a person we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent, the terms and conditions of the Plan of Reorganization and Stock Issuance Plan.

Limitations on Common Stock Purchases

     The Plan of Reorganization and Stock Issuance Plan include the following limitations on the number of shares of common stock that may be purchased during the conversion:

     (1) No person may purchase fewer than 25 shares of common stock;

     (2) Our employee stock ownership plan may purchase up to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation;

     (3) Except for our employee stock ownership plan, no person may subscribe for more than $500,000 of common stock in the offering. In the subscription offering, no persons

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exercising subscription rights though a single qualifying deposit account held jointly may purchase more than this amount;

     (4) Except for the employee stock ownership plan, no person, together with associates or persons acting in concert with such person (please see definitions of “associate” or “acting in concert” below), may purchase more than $500,000 of common stock in all categories of the offering combined. In the subscription offering, no persons exercising subscription rights through qualifying deposits registered to the same address may purchase more than this amount; and

     (5) The maximum number of shares of common stock that may be purchased in all categories of the offering by officers and directors of Wauwatosa Holdings and Wauwatosa Savings and their associates, in the aggregate, may not exceed 25% of the total shares sold in the offering.

     Depending upon market or financial conditions, our Board of Directors, with the approval of the bank regulators, may decrease or increase the purchase limitations provided that the overall maximum purchase limitation may not be increased to a percentage that is more than 5% of the common stock offered for sale. If a purchase limitation is increased, subscribers in the subscription offering who ordered the maximum amount will be, and some other large subscribers may be, given the opportunity to increase their subscriptions up to the then applicable limit. The effect of this type of resolicitation will be an increase in the number of shares owned by subscribers who choose to increase their subscriptions.

     The term “associate” of a person means:

     (1) any corporation or organization, other than Wauwatosa Holdings, Lamplighter Financial, MHC, Wauwatosa Savings or a majority-owned subsidiary of any of them, of which the person is an officer, partner or 10% shareholder;

     (2) any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; provided, however, it does not include any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity; and

     (3) any relative or spouse of the person, or any relative of the spouse, who either has the same home as the person or who is a director or officer of Wauwatosa Holdings, Lamplighter Financial, MHC, Wauwatosa Savings or any of their subsidiaries.

     The term “acting in concert” means a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise, or the knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether pursuant to an express agreement.

     A person or company which acts in concert with another person or company shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to

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be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated.

     Persons or companies who file jointly a Schedule 13D or Schedule 13G with any regulatory agency will be deemed to be acting in concert.

     Our directors are not treated as associates of each other solely because of their membership on our Board of Directors. We have the right to determine whether prospective purchasers are associates or acting in concert.

Other Restrictions

     Notwithstanding any other provision of the Plan of Reorganization and Stock Issuance Plan, no person is entitled to purchase any shares of common stock to the extent the purchase would be illegal under any federal or stare law or regulation, including state “blue sky” registrations, or would violate regulations or policies of the National Association of Securities Dealers, Inc. (“NASD”), particularly those regarding free riding and withholding. We may ask for an acceptable legal opinion from any purchaser as to the legality of his or her purchase and we may refuse to honor any purchase order if an opinion is not timely furnished. We will make reasonable efforts to comply with the securities laws of all states in the United States in which depositors entitled to subscribe for shares reside. However, no shares are expected to be offered or sold under the Plan of Reorganization and Stock Issuance Plan to any person who resides in a foreign country, or in a state of the United States with respect to which:

•   the number of persons otherwise eligible to subscribe for shares under the Stock Issuance Plan who reside in such jurisdiction is small;

•   the granting of subscription rights or the offer or sale of shares of common stock to such persons would require Wauwatosa Holdings, or its officers, directors or employees, under the laws of such jurisdiction, to register as a broker, dealer, salesman or selling agent or to register or otherwise qualify its securities for sale in such jurisdiction or to qualify as a foreign corporation or file a consent to service of process in such jurisdiction; or

•   such registration, qualification or filing in our judgment would be impracticable or unduly burdensome for reasons of costs or otherwise.

Where the number of persons eligible to subscribe for shares in one state is small, we will base our decision as to whether or not to offer the common stock in such state on a number of factors, including but not limited to the size of accounts held by account holders in the state, the cost of registering or qualifying the shares or the need to register Wauwatosa Holdings, or its officers, directors or employees as brokers, dealers or salesmen.

Certain Restrictions On Purchase Or Transfer Of Our Shares After The Offering

     All shares of the common stock purchased by our directors and officers in the offering will be subject to the restriction that such shares may not be sold or otherwise disposed of for

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value for a period of one year following the date of purchase, except for any disposition of such shares (i) following the death of the original purchaser or (ii) by reason of an exchange of securities in connection with a merger or acquisition approved by the applicable regulatory authorities. Sales of shares of the common stock by Wauwatosa Holdings’ directors and executive officers will also be subject to certain insider trading and other transfer restrictions under the federal securities laws. See “SUPERVISION AND REGULATION—Federal Securities Laws” on page ___.

     Purchases of outstanding shares of common stock of Wauwatosa Holdings by directors, officers, or any person who was an officer or director of Wauwatosa Savings after adoption of the Plan of Reorganization and Stock Issuance Plan, and their associates during the three-year period following the offering may be made only through a broker or dealer registered with the Securities and Exchange Commission, except with the prior written approval of the banking authorities. This restriction does not apply, however, to negotiated transactions involving more than 1% of Wauwatosa Holdings’ outstanding common stock or to the purchase of shares of common stock under the stock option plan.

     Wauwatosa Holdings has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, for the registration of the shares of common stock to be issued in the offering. The registration under the Securities Act of shares of the common stock to be issued in the offering does not cover the resale of the shares of common stock. Shares of common stock purchased by persons who are not affiliates of Wauwatosa Holdings may be resold without registration. Shares purchased by an affiliate of Wauwatosa Holdings will have resale restrictions under Rule 144 of the Securities Act of 1933. If Wauwatosa Holdings meets the current public information requirements of Rule 144 under the Securities Act of 1933, each affiliate of Wauwatosa Holdings who complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of certain other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of Wauwatosa Holdings common stock or the average weekly volume of trading in the shares of common stock during the preceding four calendar weeks. Wauwatosa Holdings affiliates will be informed of their status. Provision may be made in the future by Wauwatosa Holdings to permit affiliates to have their shares of common stock registered for sale under the Securities Act of 1933 under certain circumstances.

     Under guidelines of the NASD, members of the NASD and their associates face certain restrictions on the transfer of securities purchased in accordance with subscription rights and to certain reporting requirements upon purchase of the securities.

Federal and Wisconsin Income Tax Consequences

     Consummation of the reorganization is expressly conditional upon the prior receipt by Wauwatosa Savings of either a private letter ruling from the Internal Revenue Service or an opinion of counsel with respect to the federal income tax consequences of the reorganization and either a private letter ruling or an opinion of counsel with respect to the Wisconsin income tax consequences of the reorganization. A private letter ruling will not be requested in connection with the reorganization. Unlike private letter rulings, opinions of counsel are not binding on the

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Internal Revenue Service or any state tax authority and such authorities may disagree with such opinions.

     We have received opinions from our counsel Quarles & Brady LLP, as to the material federal income tax and Wisconsin income tax consequences of the reorganization and the stock offering. The opinions are based, among other things, on factual representations made by us, on certain assumptions stated in the opinions, and on the Internal Revenue Code of 1986 as amended (“Code”), Treasury regulations now in effect or proposed, current administrative rulings and judicial authority, all of which are subject to change, possibly with retroactive appeal.

     The opinions include the following:

     1. The conversion of Wauwatosa Savings from a Wisconsin mutual savings bank (herein referred to as “WSB” in its pre-reorganization form) to a Wisconsin stock savings bank (herein referred to as the “Stock Bank” in its post-reorganization form) (the “Conversion”) will constitute a recapitalization within the meaning of Section 368(a)(1)(E) of the Code as well as a reorganization as a mere change in identity, form or place of incorporation within the meaning of Section 368(a)(1)(F) of the Code and WSB (in either its status as WSB or Stock Bank) will not recognize a gain or loss as a result of the Conversion. WSB and Stock Bank will each be a party to the reorganization within the meaning of Section 368(b) of the Code.

     2. The basis of each asset of WSB received by Stock Bank in the Conversion will be the same as WSB’s basis for such asset immediately prior to the Conversion.

     3. The holding period of each asset of WSB received by Stock Bank in the Conversion will include the period during which such asset was held by WSB prior to the Conversion.

     4. Under Section 381 of the Code the tax attributes of WSB described in Section 381(c) of the Code will be taken into account by Stock Bank as if there had been no Conversion. The taxable year of WSB will not close on the effective date of the Conversion.

     5. WSB’s depositors will recognize no gain or loss in the Conversion upon their constructive receipt of shares of Stock Bank common stock solely in exchange for their membership interests in WSB.

     6. Because the status of Lamplighter Financial, MHC as a stock savings bank is transitory, the conversion of Lamplighter Financial, MHC from a stock savings bank to a mutual holding company is disregarded and Lamplighter Financial, MHC is treated as a mutual holding company from the time of its organization as a stock savings bank.

     7. No gain or loss will be recognized by the depositors of Stock Bank (formerly depositors of WSB) upon the transfer to Lamplighter Financial, MHC of shares of Stock Bank they constructively receive in the Conversion for membership interests in Lamplighter Financial, MHC.

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     8. The basis in the membership interests in Lamplighter Financial, MHC received by the depositors will be the same as the basis of the property transferred in exchange therefore.

     9. No gain or loss will be recognized by the depositors of WSB upon issuance to them of deposits in Stock Bank in the same amounts and on the same terms and conditions in exchange for their deposit accounts in WSB held immediately prior to the Conversion.

     10. The basis of each depositor’s deposit accounts in Stock Bank will equal the basis of such depositor’s deposit accounts in WSB held immediately prior to the Conversion.

     11. No gain or loss will be recognized by Lamplighter Financial, MHC upon the receipt of shares of Stock Bank common stock from the depositors of Stock Bank in exchange for membership interests in Lamplighter Financial, MHC.

     12. The basis of Lamplighter Financial, MHC in the shares of Stock Bank common stock received from the depositors will be the same as the basis of such property to the depositors immediately prior to the merger.

     13. No gain or loss will be recognized by Lamplighter Financial, MHC on the transfer of the shares of Stock Bank common stock to Wauwatosa Holdings in exchange for shares of Wauwatosa Holdings common stock.

     14. Wauwatosa Holdings will recognize no gain or loss on its receipt of the shares of Stock Bank common stock from Lamplighter Financial, MHC in exchange for shares of Wauwatosa Holdings common stock.

     15. The basis of Wauwatosa Holdings in the shares of Stock Bank common stock will equal the basis of such shares to Lamplighter Financial, MHC immediately before the transfer of such shares by Lamplighter Financial, MHC.

     16. The holding period of Wauwatosa Holdings for the shares of Stock Bank common stock received from Lamplighter Financial, MHC will include the period that Lamplighter Financial, MHC is deemed to have held such shares.

     17. No gain or loss will be recognized by Wauwatosa Holdings upon the issuance of its shares of common stock for cash pursuant to the Stock Issuance Plan.

     18. No gain or loss will be recognized by the purchasers of shares of Wauwatosa Holdings common stock pursuant to the Stock Issuance Plan, upon the transfer of cash to Wauwatosa Holdings in exchange for shares of Wauwatosa Holdings common stock.

     19. The basis of the shares of Wauwatosa Holdings common stock to a holder who purchases such shares pursuant to the Stock Issuance Plan will be their cost to such holder.

     20. The holding period of shares of Wauwatosa Holdings common stock to a holder who purchased such shares pursuant to the exercise of subscription rights will commence on the date such holder exercised such subscription rights. The holding period of shares of Wauwatosa

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Holdings common stock to a holder who purchased such shares in the community offering will commence on the date following the date on which such shares are purchased.

     21. Depositors of WSB and other persons (other than the tax-qualified employee benefit plans) who receive pursuant to the Stock Issuance Plan non-transferable subscription rights to purchase shares of Wauwatosa Holdings common stock may recognize income, if any, upon the receipt by or distribution to them of such non-transferable subscription rights only to the extent of the fair market value, if any, of the non-transferable subscription rights. We have received a letter from RP Financial LC. stating its belief that the subscription rights do not have any ascertainable fair market value and that the price at which the subscription rights are exercisable will not be more or less than the fair market value of the shares on the date of the exercise. This position is based on the fact that these rights are acquired by the recipients without cost, are nontransferable and of short duration, and afford the recipients the right only to purchase the common stock at the same price as will be paid by members of the general public in any community offering.

     If the subscription rights granted to depositors and other persons (other than the tax-qualified employee benefit plans) have an ascertainable fair market value, receipt of these rights could result in taxable income to such depositors and other persons in an amount equal to the ascertainable fair market value, and we could recognize gain on a distribution of such rights. Depositors and other persons who receive subscription rights are encouraged to consult with their own tax advisors as to the tax consequences in the event that subscription rights have an ascertainable fair market value.

     22. Subject to the limitations of Section 170(b)(2) of the Code, Wauwatosa Holdings should be entitled to a charitable contribution deduction with respect to the issuance of its shares of common stock to the charitable foundation in an amount equal to the excess of the fair market value of such stock over any amount paid therefor by the charitable foundation.

     The federal income tax opinion of Quarles & Brady LLP has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. An opinion regarding Wisconsin state income tax consequences consistent with the federal income tax opinion is also being issued by Quarles & Brady LLP.

Restrictions on Transferability of Subscription Rights

     Subscription rights are nontransferable. Wauwatosa Holdings may reasonably investigate to determine compliance with this restriction. Persons selling or otherwise transferring their rights to subscribe for shares of common stock in the subscription offering or subscribing for shares of common stock on behalf of another person may forfeit those rights. Wauwatosa Savings and Wauwatosa Holdings will pursue any and all legal and equitable remedies in the event they become aware of the transfer of subscription rights and will not honor orders known by them to involve the transfer of these rights. Each person exercising subscription rights will be required to certify that he or she is purchasing shares solely for his or her own account and that he or she has no agreement or understanding with any other person for the sale or transfer of the shares of common stock. In addition, joint stock registration will be

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allowed only if the qualifying account is so registered. Once tendered, subscription orders cannot be revoked without the consent of Wauwatosa Savings and Wauwatosa Holdings.

Plan of Distribution and Marketing Arrangements

     Offering materials for the offering initially have been distributed to certain persons by mail, with additional copies made available through our Stock Information Center and Keefe, Bruyette & Woods, Inc. All prospective purchasers in the subscription and community offering must send payment directly to Wauwatosa Savings, if not authorizing withdrawal from a Wauwatosa Savings Bank deposit account, where such funds will be held in a segregated savings account and not released until the offering is completed or terminated.

     To assist in the marketing of the common stock, we have retained Keefe, Bruyette & Woods, Inc., which is a broker-dealer registered with the NASD. Keefe, Bruyette & Woods, Inc. will assist us in the offering as follows: (i) in training and educating our employees regarding the mechanics of the offering; (ii) in conducting informational meetings for employees, customers and the general public; (iii) in coordinating the selling efforts in our local communities; and (iv) in soliciting orders for shares of common stock in the subscription and community offering. For these services, Keefe, Bruyette & Woods, Inc. will receive a management fee of $100,000 and a success fee equal to 1.00% of the dollar amount of shares of common stock sold in the subscription and community offerings. One half of the management fee will be applied to the success fee. No fee will be payable to Keefe, Bruyette & Woods, Inc. with respect to shares purchased by officers, directors, and employees or their immediate families, shares purchased by our tax-qualified and non-qualified employee benefit plans (except IRA’s), and shares issued to the charitable foundation. If there is a syndicated offering, Keefe, Bruyette & Woods, Inc. will receive a fee in an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of common stock sold at a comparable price per share in a similar market environment. However, the total fees payable to Keefe, Bruyette & Woods, Inc. and other NASD member firms in the syndicated offering shall not exceed 5.5% of the aggregate dollar amount of the common stock sold in the syndicated community offering.

     We also will reimburse Keefe, Bruyette & Woods, Inc. for its reasonable out-of-pocket expenses associated with its marketing effort and for attorney’s fees and expenses in an amount not to exceed $85,000. We will indemnify Keefe, Bruyette & Woods, Inc.. against liabilities and expenses (including legal fees) incurred in connection with certain claims or litigation arising out of or based upon untrue statements or omissions contained in the offering material for the common stock, including liabilities under the Securities Act of 1933.

     Our directors and executive officers may participate in the solicitation of offers to purchase shares of common stock. Other trained employees may participate in the offering in ministerial capacities, providing clerical work in effecting a sales transaction or answering questions of a ministerial nature. Other questions of prospective purchasers will be directed to executive officers or registered representatives. We will rely on Rule 3a4-1 of the Exchange Act, so as to permit officers, directors, and employees to participate in the sale of shares of common stock. No officer, director or employee will be compensated for his participation by the payment of commissions or other remuneration based either directly or indirectly on the transactions in the common stock. Keefe, Bruyette & Woods, Inc. will solicit orders and conduct

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sales of the common stock of Wauwatosa Holdings in states in which our directors and executive officers are not permitted to offer and sell our common stock.

How We Determined Stock Pricing and the Number of Shares to be Issued

     The Plan of Reorganization and Stock Issuance Plan and federal regulations require that the aggregate purchase price of the common stock sold in the offering be based on the appraised pro forma market value of the common stock, as determined on the basis of an independent valuation. We retained RP Financial, LC to make the independent valuation. RP Financial will receive a fee of $100,000 plus expenses, which amount includes a fee for assistance in the preparation of a business plan. We have agreed to indemnify RP Financial and its employees and affiliates against certain losses (including any losses in connection with claims under the federal securities laws) arising out of its services as appraiser, except where RP Financial’s liability results from its negligence or bad faith.

     The independent valuation was prepared by RP Financial in reliance upon the information contained in this prospectus, including the financial statements. RP Financial also considered the following factors, among others:

•   the present and projected operating results and financial condition of Wauwatosa Savings and the economic and demographic conditions in our existing market area;

•   historical, financial and other information relating to Wauwatosa Savings;

•   a comparative evaluation of the operating and financial statistics of Wauwatosa Savings with those of other publicly traded subsidiaries of holding companies;

•   the aggregate size of the offering;

•   the impact of the offering on our shareholders’ equity and earnings potential;

•   the proposed dividend policy of Wauwatosa Holdings;

•   the trading market for securities of comparable institutions and general conditions in the market for such securities; and

•   the issuance of shares to the charitable foundation.

     On the basis of the foregoing, RP Financial advised us that as of May 20, 2005, the estimated pro forma market value of the common stock on a fully converted basis ranged from a minimum of $195.5 million to a maximum of $264.5 million, with a midpoint of $230.0 million (the estimated valuation range). The Board determined to offer the shares of common stock in the offering at the purchase price of $10.00 per share and that 31.65% of the shares issued should be held by persons other than Lamplighter Financial, MHC and 68.35% should be held by Lamplighter Financial, MHC, after giving effect to the issuance of shares to the charitable foundation. Based on the estimated valuation range and the purchase price of $10.00 per share, the number of shares of common stock that Wauwatosa Holdings will issue to our mutual

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holding company will range from 13,362,425 shares to 18,078,575 shares, with a midpoint of 15,720,500 shares, and the number of shares sold in the offering, not including the shares to be contributed to the charitable foundation, will range from 5,865,000 shares to 7,935,000 shares, with a midpoint of 6,900,000 shares.

     The Board reviewed the independent valuation and, in particular, considered (i) our financial condition and results of operations for the year ended June 30, 2004; (ii) financial comparisons to other financial institutions; and (iii) stock market conditions generally and, in particular, for financial institutions, all of which are set forth in the independent valuation. The Board also reviewed the methodology and the assumptions used by RP Financial in preparing the independent valuation. The estimated valuation range may be amended with the approval of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, if necessitated by subsequent developments in our financial condition or market conditions generally.

     Following commencement of the subscription offering, the maximum of the estimated valuation range may be increased by up to 15%, to up to $304.2 million and the maximum number of shares that will be outstanding immediately following the offering may be increased up to 15% to 30,417,500 shares. Under such circumstances the number of shares sold in the offering will be increased to 9,125,250 shares and the number of shares held by Lamplighter Financial, MHC will be increased to 20,790,361 shares. The increase in the valuation range may occur to reflect changes in market and financial conditions, demand for the shares, or regulatory considerations, without the resolicitation of subscribers. The minimum of the estimated valuation range and the minimum of the offering range may not be decreased without a resolicitation of subscribers. The purchase price of $10.00 per share will remain fixed. See “THE REORGANIZATION AND STOCK OFFERING – Limitations on Common Stock Purchases” on page ___as to the method of distribution and allocation of additional shares of common stock that may be issued in the event of an increase in the offering range to fill unfilled orders in the subscription and community offerings.

     The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. RP Financial did not independently verify the financial statements and other information provided by Wauwatosa Holdings or Wauwatosa Savings, nor did RP Financial value independently the assets or liabilities of Wauwatosa Savings. The independent valuation considers Wauwatosa Holdings as a going concern and should not be considered as an indication of its liquidation value. Moreover, because the valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons purchasing shares in the offering will thereafter be able to sell such shares at prices at or above the purchase price.

     The independent valuation will be updated at the time of the completion of the offering. If the update to the independent valuation at the conclusion of the offering results in an increase in the pro forma market value of the common stock to more than $264.5 million or a decrease in the pro forma market value to less than $195.5 million, then Wauwatosa Holdings, after consulting with the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, may terminate the Stock Issuance Plan and return all funds promptly,

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with interest on payments made by check, certified or teller’s check, bank draft or money order, extend or hold a new subscription offering, community offering, or both, establish a new offering range, commence a resolicitation of subscribers or take such other actions as may be permitted by the banking authorities in order to complete the offering. In the event that a resolicitation is commenced, unless an affirmative response is received within a reasonable period of time, all funds will be promptly returned to investors as described above. A resolicitation, if any, following the conclusion of the subscription and community offerings would not exceed [45] days unless further extended by the banking authorities.

     An increase in the independent valuation and the number of shares to be issued in the offering would decrease both a subscriber’s ownership interest and Wauwatosa Holdings’ pro forma earnings and shareholders’ equity on a per share basis, while increasing pro forma earnings and shareholders’ equity on an aggregate basis. A decrease in the independent valuation and the number of shares of common stock to be issued in the offering would increase both a subscriber’s ownership interest and Wauwatosa Holdings’ pro forma earnings and shareholders’ equity on a per share basis, while decreasing pro forma net income and shareholders’ equity on an aggregate basis. For a presentation of the effects of such changes, see “PRO FORMA DATA” on page ___.

     Copies of the appraisal report of RP Financial and the detailed memorandum of the appraiser setting forth the method and assumptions for such appraisal are available for inspection at the main office of Wauwatosa Savings and the other locations specified under “WHERE YOU CAN FIND MORE INFORMATION” on page ___.

     No sale of shares of common stock may occur unless, prior to such sale, RP Financial confirms to Wauwatosa Holdings, the Wisconsin Department of Financial Institutions, and the Federal Deposit Insurance Corporation that, to the best of its knowledge, nothing of a material nature has occurred that, taking into account all relevant factors, would cause Wauwatosa Holdings to conclude that the independent valuation is incompatible with its estimate of the pro forma market value of the common stock of Wauwatosa Holdings at the conclusion of the offering. Any change that would result in an aggregate purchase price that is below the minimum or above the maximum of the estimated valuation range would be subject to the approval of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. If such confirmation is not received, we may extend the offering, reopen the offering or commence a new offering, establish a new estimated valuation range and commence a resolicitation of all purchasers with the approval of the banking authorities or take such other actions as permitted by the banking authorities in order to complete the offering.

Prospectus Delivery and Procedure for Purchasing Shares

     Prospectus Delivery. To ensure that each purchaser receives a prospectus at least 48 hours prior to the end of the offering, in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no prospectus will be mailed later than five days or hand delivered any later than two days prior to the end of the offering. Execution of the order form will confirm receipt or delivery of a prospectus in accordance with Rule 15c2-8. Order forms will be distributed only with a prospectus. Neither we nor Keefe, Bruyette & Woods, Inc. is obligated to deliver a prospectus and an order form by any means other than the U.S. Postal Service.

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     Expiration Date. The offering will terminate at noon, Wisconsin time on ___, 2005, unless extended by us for up to 45 days, or, if approved by the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, for an additional period (as so extended, the “expiration date”). We are not required to give purchasers notice of any extension unless the expiration date is later than [45] days, 2005, in which event purchasers will be given the right to increase, decrease, confirm, or rescind their orders.

     Use of Order Forms. In order to purchase shares of common stock, each purchaser must complete an order form except for certain persons purchasing in the syndicated community offering as more fully described below. Any person receiving an order form who desires to purchase shares of common stock may do so by returning by regular mail in the envelope provided or by delivering to the Stock Information Center or any full service office of Wauwatosa Savings, a properly executed and completed order form, together with full payment for the shares of common stock purchased. The order form must be received, not post-marked, by Wauwatosa Savings prior to noon, Wisconsin time on ___, 2005. Each person ordering shares of common stock is required to represent that they are purchasing such shares for their own account. Our interpretation of the terms and conditions of the plan of reorganization and of the acceptability of the order forms will be final. We are not required to accept copies of order forms.

     To ensure that eligible account holders, supplemental eligible account holders and other members are properly identified as to their stock purchase priorities, such parties must list all deposit accounts on the order form giving all names on each deposit account and/or loan and the account and/or loan numbers at the applicable eligibility date. Failure to list all of your account relationships, which will all be reviewed when taking into consideration relevant account relationships in the event of an allocation of stock, could result in a loss of all or part of your share allocation in the event of an oversubscription. Should an oversubscription result in an allocation of shares, the allocation of shares will be completed in accordance with the Plan of Reorganization and Stock Issuance Plan. Our interpretation of the terms and conditions of the Plan of Reorganization and Stock Issuance Plan and of the acceptability of the order form will be final. If a partial payment for your shares is required, we will first take the funds from the cash or check you paid with and secondly from any account you wanted funds withdrawn from.

     Photocopied or telecopied order forms will not be accepted. Orders cannot and will not be accepted without the execution of the certification appearing on the order form. We are not required to notify subscribers of incomplete or improperly executed order forms and we have the right to waive or permit the correction of incomplete or improperly executed order forms as long as it is performed before the expiration of the offering. We do not represent, however, that we will do so and we have no affirmative duty to notify any prospective subscriber of any such defects.

     Payment for Shares. Full payment for all shares will be required to accompany a completed order form for the purchase to be valid. Payment for shares may be made by (i) personal check, bank check or money order, provided that checks will only be accepted subject to collection, or (ii) authorization of withdrawal from a deposit account maintained with Wauwatosa Savings. Third party checks will not be accepted as payment for a subscriber’s

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order. Payment may not be made by wire transfer of funds. Appropriate means by which such withdrawals may be authorized are provided on the order form.

     Once such a withdrawal amount has been authorized, a hold will be placed on such funds, making them unavailable to the depositor until the offering has been completed or terminated. In the case of payments authorized to be made through withdrawal from deposit accounts, all funds authorized for withdrawal will continue to earn interest at the contract rate until the offering is completed or terminated. If your deposit account has check writing capabilities, please write a check rather than authorizing a withdrawal.

     Interest penalties for early withdrawal applicable to certificate of deposit accounts at Wauwatosa Savings will not apply to withdrawals authorized for the purchase of shares of common stock. However, if a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit shall be canceled at the time of withdrawal without penalty, and the remaining balance will earn interest at our regular savings rate subsequent to the withdrawal.

     Payments received by Wauwatosa Savings will be placed in a segregated account and will be paid interest at our regular savings rate from the date payment is received until the offering is completed or terminated. Such interest will be paid on all funds held, including funds accepted as payment for shares of common stock, promptly following completion or termination of the offering.

     If the employee stock ownership plan purchases shares of common stock, it will not be required to pay for such shares until consummation of the offering, provided that there is a loan commitment to lend to the employee stock ownership plan the amount of funds necessary to purchase the number of shares ordered.

     Owners of self-directed IRAs may use the assets of such IRAs to purchase shares of common stock in the offering, provided that the IRA accounts are not maintained at Wauwatosa Savings. Persons with IRAs maintained with us must have their accounts transferred to a self-directed IRA account with an unaffiliated trustee in order to purchase shares of common stock in the offering. In addition, the provisions of ERISA and IRS regulations require that executive officers, trustees, and 10% shareholders who use self-directed IRA funds and/or Keogh plan accounts to purchase shares of common stock in the offering, make such purchase for the exclusive benefit of the IRA and/or Keogh plan participant. The transfer of funds to a new trustee takes time, so please make arrangements as soon as possible.

     Once submitted, an order cannot be modified or revoked unless the offering is terminated or extended beyond [45 days], 2005.

     Depending on market conditions, the common stock may be offered for sale to the general public on a best efforts basis in a syndicated community offering by a selling group of broker-dealers to be managed by Keefe, Bruyette & Woods, Inc. Keefe, Bruyette & Woods, Inc., in its discretion, will instruct selected broker-dealers as to the number of shares of common stock to be allocated to each selected broker-dealer. Only upon allocation of shares of common stock to selected broker-dealers may they take orders from their customers. Investors who desire

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to purchase shares of common stock in the syndicated offering directly through a selected broker-dealer, which may include Keefe, Bruyette & Woods, Inc., will be advised that the members of the selling group are required either (a) upon receipt of an executed order form or direction to execute an order form on behalf of an investor, to forward the appropriate purchase price to us for deposit in a segregated account on or before noon, Wisconsin time, of the business day next following such receipt or execution; or (b) upon receipt of confirmation by such member of the selling group of an investor’s interest in purchasing shares of common stock, and following a mailing of an acknowledgment by such member to such investor on the business day next following receipt of confirmation, to debit the account of such investor on the third business day next following receipt of confirmation and to forward the appropriate purchase price to us for deposit in the segregated account on or before noon, Wisconsin time, of the business day next following such debiting. Payment for any shares purchased pursuant to alternative (a) above must be made by check in full payment therefor. Payment for shares of common stock purchased pursuant to alternative (b) above may be made by wire transfer to Wauwatosa Savings.

     Delivery of Stock Certificates. Certificates representing shares of common stock issued in the offering will be mailed to the persons entitled thereto at the registration address noted on the order form, as soon as practicable following consummation of the offering. Any certificates returned as undeliverable will be held by us until claimed by persons legally entitled thereto or otherwise disposed of in accordance with applicable law. Until certificates for the shares of common stock are available and delivered to purchasers, purchasers may not be able to sell the shares of common stock which they ordered.

Interpretation, Amendment and Termination

     All interpretations of the Stock Issuance Plan by the Board of Directors of Wauwatosa Holdings will be final, subject to the authority of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. The Plan of Reorganization and Stock Issuance Plan provide that, if deemed necessary or desirable by the Board of Directors of Wauwatosa Savings, the Stock Issuance Plan may be substantially amended by a majority vote of the Board of Directors as a result of comments from regulatory authorities or otherwise, at any time prior to the solicitation of proxies from members of Wauwatosa Savings to vote on the Plan of Reorganization and at any time thereafter with concurrence of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. The Plan of Reorganization and Stock Issuance Plan may be terminated by a majority vote of the Board of Directors of Wauwatosa Savings at any time prior to the meeting of the members of Wauwatosa Savings called to vote on the Plan of Reorganization and may be terminated at any time thereafter with the concurrence of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation.

Stock Information Center

     If you have any questions regarding the offering, please call or visit the Stock Information Center at (___)___-___, 11200 West Plank Court, Wauwatosa, Wisconsin, from 8:00 a.m. to 5:00 p.m., Wisconsin time, Monday through Friday.

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WAUKESHA COUNTY COMMUNITY FOUNDATION, INC.

General

     In furtherance of our commitment to our local community, the Plan of Reorganization and the Stock Issuance Plan provide that we will contribute Wauwatosa Holdings common stock to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation, Inc., a non-stock, nonprofit Wisconsin corporation, in connection with the offering. By further enhancing our visibility and reputation in our local community, we believe that the contribution to the charitable foundation will enhance the long-term value of Wauwatosa Savings’ community banking franchise. The stock offering presents us with a unique opportunity to provide a substantial and continuing benefit to our community and to receive the associated tax benefits.

Purpose of the Charitable Foundation

     In connection with the closing of the stock offering, Wauwatosa Holdings intends to contribute to the charitable foundation an amount equal to 5.50% of the total of the shares sold in the offering, or 1.65% of shares issued and outstanding following the offering. The purpose of the contribution to the charitable foundation is to enhance the relationship between Wauwatosa Savings and the communities in which we operate and to enable our communities to share in our longer-term growth. The charitable foundation is dedicated to community activities and the promotion of charitable causes, and may be able to support such activities in manners that are not presently available to us. We believe that the contribution to the charitable foundation will enable us to assist the communities within our market area in areas beyond community development and lending, and will enhance our current activities under the Community Reinvestment Act. Wauwatosa Savings received a “satisfactory” rating in its most recent Community Reinvestment Act examinations by the FDIC and the Wisconsin Department of Financial Institutions.

     We further believe that funding the charitable foundation with shares of Wauwatosa Holdings common stock will allow our community to share in the potential growth and success of Wauwatosa Savings long after the stock offering is completed. The charitable foundation will accomplish this goal by providing support for charitable purposes, organizations and activities within the communities in which Wauwatosa Savings operates.

Structure of the Charitable Foundation

     The Waukesha County Community Foundation, Inc. is incorporated under Wisconsin law as a non-stock, nonprofit corporation. Its articles of incorporation provide that it is organized exclusively for charitable purposes as set forth in Section 501(c)(3) of the Internal Revenue Code. The charitable foundation’s articles of incorporation further provide that no part of the net earnings of the charitable foundation will inure to the benefit of, or be distributable to, its directors or officers. The charitable foundation received an advance ruling from the Internal Revenue Service that it was a publicly supported 501(c)(3) organization on November 22, 1999 and received a conforming ruling on May 18, 2004.

     Donald J. Stephens and Thomas E. Dalum, who currently are directors of Wauwatosa Savings and who will be directors of Wauwatosa Savings, Wauwatosa Holdings and Lamplighter

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Financial, MHC following the reorganization, also serve on the Board of Directors of the charitable foundation.

     The Board of Directors of the charitable foundation is responsible for establishing its grant and donation policies, consistent with the purposes for which it was established. As directors of a nonprofit corporation, directors of the charitable foundation will at all times be bound by their fiduciary duty to advance the charitable foundation’s charitable goals, to protect its assets and to act in a manner consistent with the charitable purposes for which the charitable foundation was established. The directors of the charitable foundation also will be responsible for directing the activities of the charitable foundation, including the management and voting of the shares of common stock of Wauwatosa Holdings held by the charitable foundation. However, all shares of common stock held by the charitable foundation will be voted in the same ratio as all other shares of the common stock on all proposals considered by shareholders of Wauwatosa Holdings.

     Wauwatosa Savings will enter into a fund agreement with the charitable foundation in connection with the reorganization and contribution of Wauwatosa Holdings common stock to the charitable foundation. Pursuant to the fund agreement, among other things,

1.	The Wauwatosa Holdings common stock will be held and administered as part of the Wauwatosa Savings Bank Fund, which is a donor-advised fund within the charitable foundation.
2.	Distributions from the fund will be determined by the Board of Directors of the charitable foundation in accordance with the charitable foundation’s distribution policy after taking into consideration any written recommendations from Wauwatosa Savings. Wauwatosa Savings will designate one of its officers to act as the representative for communication of Wauwatosa Savings’ distribution advice to the charitable foundation. Distributions from the fund generally will be made in the geographic areas where Wauwatosa Savings maintains operations.
3.	For at least five years following contribution of the Wauwatosa Holdings common stock to the charitable foundation, at least one seat on the charitable foundation’s Board of Directors will be reserved for a member of the Board of Directors of Wauwatosa Savings.
4.	The banking authorities will be allowed to examine the charitable foundation, at the charitable foundation’s expense, and the charitable foundation will comply with all supervisory directives of the banking authorities.

Tax Considerations

     Our independent tax advisor has not rendered any advice on whether the charitable foundation’s tax exempt status will be affected by the regulatory requirement that all shares of common stock of Wauwatosa Holdings held by the charitable foundation must be voted in the

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same ratio as all other outstanding shares of common stock of Wauwatosa Holdings on all proposals considered by shareholders of Wauwatosa Holdings.

     Wauwatosa Savings may continue to make charitable contributions. We believe that the stock offering presents a unique opportunity to fund the charitable foundation given the substantial amount of additional capital being raised. In making such a determination, we considered the dilutive impact to our shareholders of the contribution of shares of common stock to the charitable foundation. We believe that the contribution to the charitable foundation in excess of the 10% annual limitation on charitable deductions described below is justified given Wauwatosa Savings’ capital position and its earnings, the substantial additional capital being raised in the stock offering and the potential benefits of the contribution to the charitable foundation to our community. See “CAPITALIZATION” on page ___, “PRO FORMA DATA” on page ___, and “COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE FOUNDATION” on page ___. The amount of the contribution will not adversely affect our financial condition. We therefore believe that the amount of the charitable contribution is reasonable given our pro forma capital position, and it does not raise safety and soundness concerns.

     We have received an opinion from our independent tax advisor that Wauwatosa Holding’s issuance of shares of Wauwatosa Holdings stock as a contribution to the charitable foundation should give rise to a deduction in the amount of the fair market value of the stock at the time of the contribution. We are permitted to deduct only an amount equal to 10% of our annual taxable income in any one year. We are permitted under the Internal Revenue Code to carry the excess contribution over the five-year period following the year of contribution to the charitable foundation. We estimate that substantially all of the contribution should be deductible over the six-year period. However, we do not have any assurance that, even if the contribution is deductible, we will have sufficient earnings to be able to use the deduction in full. We do not expect to make any further contributions to the charitable foundation within the first five years following the initial contribution, unless such contributions would be deductible under the Internal Revenue Code. Any such decisions would be based on an assessment of, among other factors, our financial condition at that time, the interests of our shareholders and depositors, and the financial condition and operations of the charitable foundation.

     Although we have received an opinion from our independent tax advisor that we should be entitled to a deduction for the charitable contribution, there can be no assurances that the Internal Revenue Service will permit the deduction. In such event, our contribution to the charitable foundation would be expensed without tax benefit, resulting in a reduction in earnings in the year in which the Internal Revenue Service makes such a determination.

     As a community foundation, earnings and gains, if any, from the sale of common stock or other assets are exempt from federal and state income taxation. The charitable foundation will be required to file an annual return with the Internal Revenue Service within four and one-half months after the close of its fiscal year. The charitable foundation will be required to make its annual return available for public inspection. The annual return for a community foundation includes, among other things, an itemized list of all grants made or approved, showing the amount of each grant, the recipient, any relationship between a grant recipient and the foundation’s managers and a concise statement of the purpose of each grant.

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RESTRICTIONS ON THE ACQUISITION OF WAUWATOSA HOLDINGS AND
WAUWATOSA SAVINGS BANK

General

     Although the Board of Directors of Wauwatosa Savings is not aware of any effort that might be made to obtain control of Wauwatosa Holdings after the reorganization, the Board believes that it is appropriate to include certain provisions as part of Wauwatosa Holdings’ new articles of incorporation to protect the interests of Wauwatosa Holdings and its shareholders from takeovers which the Board of Directors of Wauwatosa Holdings might conclude are not in the best interests of Wauwatosa Savings, Wauwatosa Holdings or our shareholders.

     The following discussion is a general summary of the material provisions of Wauwatosa Holdings’ articles of incorporation and bylaws, Wauwatosa Savings’ articles of incorporation and bylaws, and certain other regulatory and statutory provisions that may be deemed to have an “anti-takeover” effect. The following description of certain of these provisions is necessarily general and, with respect to provisions contained in Wauwatosa Holdings’ articles of incorporation and bylaws and Wauwatosa Savings’ articles of incorporation and bylaws, reference should be made in each case to the document in question, each of which is part of Wauwatosa Savings’ application of reorganization to the banking authorities and Wauwatosa Holdings’ registration statement filed with the SEC. See “Where You Can Find Additional Information” on page ___for how you may obtain these documents.

Mutual Holding Company Structure

     Pursuant to the Plan of Reorganization and Stock Issuance Plan, Wauwatosa Holdings will own all of the issued and outstanding common stock of Wauwatosa Savings. Following completion of the offering, Lamplighter Financial, MHC will own a majority of the issued and outstanding common stock of Wauwatosa Holdings. As a result, management of Lamplighter Financial, MHC is able to exert voting control over Wauwatosa Holdings and Wauwatosa Savings and will restrict the ability of minority shareholders of Wauwatosa Holdings to effect a change of control of management. Lamplighter Financial, MHC, as long as it remains in the mutual form of organization, will control a majority of the voting stock of Wauwatosa Holdings.

Provisions In Wauwatosa Holdings Articles Of Incorporation And Bylaws

     Wauwatosa Holdings’ articles of incorporation and bylaws contain a number of provisions relating to corporate governance and rights of shareholders that might discourage future takeover attempts. As a result, shareholders who might desire to participate in such transactions may not have an opportunity to do so. In addition, these provisions will also render the removal of the board of directors or management of Wauwatosa Holdings more difficult. The following description is a summary of the provisions of the articles of incorporation and bylaws. See “Where You Can Find Additional Information” on page ___as to how to review a copy of these documents.

     Classified Board of Directors and Related Provisions. The board of directors will be divided into three classes. The members of each class will be elected for a term of three years

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and only one class of directors will be elected annually. Thus, it generally would take at least two annual elections to replace a majority of Wauwatosa Holdings’ board. Further, the bylaws impose notice and information requirements in connection with the nomination by shareholders of candidates for election to the board of directors or the proposal by shareholders of business to be acted upon at an annual meeting of shareholders.

     Restrictions on Call of Special Meetings. The bylaws provide that special meetings of shareholders can be called only by the board of directors; however, to the extent required by law, shareholders holding an aggregate of 10% or more of the outstanding shares of common stock of Wauwatosa Holdings may call a meeting. Wisconsin law currently requires that such shareholders be allowed to call a special meeting.

     No Cumulative Voting. The articles of incorporation do not provide for cumulative voting for the election of directors.

     Limitation of Voting Rights. The articles of incorporation provide that in no event will any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person (other than any tax qualified employee stock benefit plan established by us) who beneficially owns more than 10% of the then outstanding shares of common stock, be entitled or permitted to vote any of the shares held in excess of the 10% limit. This limitation will expire on                      , 2010.

     Restrictions on Removing Directors from Office. The bylaws provide that directors may be removed either (i) for cause on majority vote or (ii) without cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of our then-outstanding stock entitled to vote, after giving effect to any limitation on voting rights.

     Authorized but Unissued Shares. After the reorganization, Wauwatosa Holdings will have authorized but unissued shares of common and preferred stock. See “Description of Capital Stock of Wauwatosa Holdings, Inc.” on page ___. Wauwatosa Holdings is authorized to issue preferred stock from time to time in one or more series subject to applicable provisions of law, and the board of directors is authorized to fix the designations, and relative preferences, limitations, voting rights, if any, including without limitation, offering rights of such shares (which could be multiple or as a separate class). Under most circumstances, further shareholder approval will not be required for the issuance of additional shares of stock; however, the listing requirements of The Nasdaq Stock Market require that certain significant share issuances receive prior shareholder approval.

     In the event of a proposed merger, tender offer or other attempt to gain control of Wauwatosa Holdings that the board of directors does not approve, it might be possible for the board to authorize the issuance of a series of preferred stock with rights and preferences that would impede the completion of the transaction. An effect of the possible issuance of preferred stock, therefore, may be to deter a future attempt to gain control of Wauwatosa Holdings. The board of directors has no present plan or understanding to issue any preferred stock.

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     Our articles authorize the issuance of 200 million shares of common stock and 20 million shares of preferred stock. The board of directors may authorize the issuance of additional shares from time to time, for consideration determined by the board. However, at all times, Lamplighter Financial, MHC must own at least a majority of Wauwatosa Holdings common stock.

     Amendments to Articles of Incorporation and Bylaws. Amendments to the articles of incorporation generally must be approved by Wauwatosa Holdings’ board of directors and also by a majority of the outstanding shares of Wauwatosa Holdings’ voting stock. The bylaws may generally be amended by the board or by approval of the holders of a majority of outstanding shares. However, approval by at least 66 2/3% of the outstanding voting stock is generally required to amend the following provisions of the articles and/or bylaws:

•   The limitation on voting rights, prior to                      , 2010, of persons who directly or indirectly beneficially own more than 10% of the outstanding shares of common stock;

•   The inability of shareholders to act by written consent with less than unanimous consent;

•   The inability of shareholders to call special meetings of shareholders to the extent not required by law;

•   Required prior notice of shareholders’ nominations of board candidates or proposals for consideration at a shareholders’ meeting;

•   The division of the board of directors into three staggered classes;

•   The inability to deviate from the manner prescribed in the bylaws by which shareholders nominate directors and bring other business before meetings of shareholders;

•   The requirement that at least 66 2/3% of shareholders must vote to remove directors other than for cause; and

•   The ability of the Board of Directors or shareholders to amend and repeal the bylaws on these topics.

Further, bylaws adopted by the shareholders which indicate that they may only be amended with shareholder approval may not be amended by the board.

Wisconsin Statutory Provisions

     As part of the reorganization, Wauwatosa Holdings will be organized as a Wisconsin corporation, subject to the provisions of the Wisconsin Business Corporation Law. The following summarizes certain provisions of Wisconsin law which may affect potential offers to acquire Wauwatosa Holdings.

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     Business Combination Statute. Sections 180.1140 to 180.1144 of the Wisconsin Business Corporation Law regulate a broad range of business combinations between a “resident domestic corporation” and an “interested shareholder.” A business combination is defined to include any of the following transactions:

•   a merger or share exchange;

•   a sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets equal to 5% or more of the market value of the stock or consolidated assets of the resident domestic corporation or 10% of its consolidated earning power or income;

•   the issuance of stock or rights to purchase stock with a market value equal to 5% or more of the outstanding stock of the resident domestic corporation;

•   the adoption of a plan of liquidation or dissolution; or

•   certain other transactions involving an interested shareholder.

     A “resident domestic corporation” is defined to mean a Wisconsin corporation that has a class of voting stock that is registered or traded on a national securities exchange or that is registered under Section 12(g) of the Exchange Act and that, as of the relevant date, satisfies any of the following:

•   its principal offices are located in Wisconsin;

•   it has significant business operations located in Wisconsin;

•   more than 10% of the holders of record of its shares are residents of Wisconsin; or

•   more than 10% of its shares are held of record by residents of Wisconsin.

Wauwatosa Holdings is likely to be considered a resident domestic corporation for purposes of these statutory provisions.

     An interested shareholder is defined to mean a person who beneficially owns, directly or indirectly, 10% or more of the voting power of the outstanding voting stock of a resident domestic corporation or who is an affiliate or associate of the resident domestic corporation and beneficially owned 10% or more of the voting power of its then outstanding voting stock within the last three years.

     Under this law, a resident domestic corporation cannot engage in a business combination with an interested shareholder for a period of three years following the date such person becomes an interested shareholder, unless the board of directors approved the business combination or the acquisition of the stock that resulted in the person becoming an interested shareholder before such acquisition. A resident domestic corporation may engage in a business combination with an interested shareholder after the three-year period with respect to that shareholder expires only if one or more of the following conditions is satisfied:

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•   the board of directors approved the acquisition of the stock prior to such shareholder’s acquisition date;

•   the business combination is approved by a majority of the outstanding voting stock not beneficially owned by the interested shareholder; or

•   the consideration to be received by shareholders meets certain fair price requirements of the statute with respect to form and amount.

     Fair Price Statute. The Wisconsin Business Corporation Law also provides, in Sections 180.1130 to 180.1133, that certain mergers, share exchanges or sales, leases, exchanges or other dispositions of assets in a transaction involving a significant shareholder and a resident domestic corporation require a supermajority vote of shareholders in addition to any approval otherwise required, unless shareholders receive a fair price for their shares that satisfies a statutory formula. A “significant shareholder” for this purpose is defined as a person or group who beneficially owns, directly or indirectly, 10% or more of the voting stock of the resident domestic corporation, or is an affiliate of the resident domestic corporation and beneficially owned, directly or indirectly, 10% or more of the voting stock of the resident domestic corporation within the last two years. Any such business combination must be approved by 80% of the voting power of the resident domestic corporation’s stock and at least two-thirds of the voting power of its stock not beneficially owned by the significant shareholder who is party to the relevant transaction or any of its affiliates or associates, in each case voting together as a single group, unless the following fair price standards have been met:

•   the aggregate value of the per share consideration is equal to the highest of:

•   the highest price paid for any common shares of the corporation by the significant shareholder in the transaction in which it became a significant shareholder or within two years before the date of the business combination;

•   the market value of the corporation’s shares on the date of commencement of any tender offer by the significant shareholder, the date on which the person became a significant shareholder or the date of the first public announcement of the proposed business combination, whichever is higher; or

•   the highest preferential liquidation or dissolution distribution to which holders of the shares would be entitled; and

•   either cash, or the form of consideration used by the significant shareholder to acquire the largest number of shares, is offered.

     Control Share Voting Restrictions. Under Section 180.1150 of the Wisconsin Business Corporation Law, unless otherwise provided in the articles of incorporation, the voting power of shares of a resident domestic corporation held by any person or group of persons acting together in excess of 20% of the voting power in the election of directors is limited (in voting on any matter) to 10% of the full voting power of those shares. This restriction does not apply to shares

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acquired directly from the resident domestic corporation, in certain specified transactions, or in a transaction in which the corporation’s shareholders have approved restoration of the full voting power of the otherwise restricted shares.

     Defensive Action Restrictions. Section 180.1134 of the Wisconsin Business Corporation Law provides that, in addition to the vote otherwise required by law or the articles of incorporation of a resident domestic corporation, the approval of the holders of a majority of the shares entitled to vote is required before such corporation can take certain action while a takeover offer is being made or after a takeover offer has been publicly announced and before it is concluded. This statute requires shareholder approval for the corporation to do either of the following:

•   acquire more than 5% of its outstanding voting shares at a price above the market price from any individual or organization that owns more than 3% of the outstanding voting shares and has held such shares for less than two years, unless a similar offer is made to acquire all voting shares and all securities which may be converted into voting shares; or

•   sell or option assets of the corporation which amount to 10% or more of the market value of the corporation, unless the corporation has at least three independent directors (directors who are not officers or employees) and a majority of the independent directors vote not to have this provision apply to the corporation.

     Wauwatosa Holdings expects to have more than three independent directors. The foregoing restrictions may have the effect of deterring a shareholder from acquiring shares with the goal of seeking to have Wauwatosa Holdings repurchase those shares at a premium over market price.

Regulatory Restrictions

          Federal Change in Bank Control Act. Federal law provides that no person, acting directly or indirectly or through or in concert with one or more other persons, may acquire control of a bank holding company unless the Federal Reserve Board has been given 60 days prior written notice. For this purpose, the term “control” means the acquisition of the ownership, control or holding of the power to vote 25% or more of any class of a bank holding company’s voting stock, and the term “person” includes an individual, corporation, partnership, and various other entities. In addition, an acquiring person is presumed to acquire control if the person acquires the ownership, control or holding of the power to vote 10% or more of any class of the holding company’s voting stock if (a) the bank holding company’s shares are registered pursuant to Section 12 of the Exchange Act, or (b) no other person will own, control or hold the power to vote a greater percentage of that class of voting securities. Accordingly, the prior approval of the Federal Reserve Board would be required before any person could acquire 10% or more of the common stock of Wauwatosa Holdings.

     The Federal Reserve Board may prohibit an acquisition of control if:

•   It would result in a monopoly or substantially lessen competition;

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•   The financial condition of the acquiring person might jeopardize the financial stability of the institution; or

•   The competence, experience or integrity of the acquiring person indicates that it would not be in the interest of the depositors or of the public to permit the acquisition of control by such person.

     Federal Bank Holding Company Act. Federal law provides that no company may acquire control of a bank directly or indirectly without the prior approval of the Federal Reserve Board. Any company that acquires control of a bank becomes a “bank holding company” subject to registration, examination and regulation by the Federal Reserve Board. Pursuant to federal regulations, the term “company” is defined to include banks, corporations, partnerships, associations, and certain trusts and other entities, and “control” of a bank is deemed to exist if a company has voting control, directly or indirectly of at least 25% of any class of a bank’s voting stock, and may be found to exist if a company controls in any manner the election of a majority of the directors of the bank or has the power to exercise a controlling influence over the management or policies of the bank. In addition, a bank holding company must obtain Federal Reserve Board approval prior to acquiring voting control of more than 5% of any class of voting stock of a bank or another bank holding company.

     An acquisition of control of a bank that requires the prior approval of the Federal Reserve Board under the BHCA is not subject to the notice requirements of the Change in Bank Control Act. Accordingly, the prior approval of the Federal Reserve Board under the BHCA would be required (a) before any bank holding company could acquire 5% or more of the common stock of Wauwatosa Holdings and (b) before any other company could acquire 25% or more of the common stock of Wauwatosa Holdings.

DESCRIPTION OF CAPITAL STOCK OF
WAUWATOSA HOLDINGS, INC.

General

     Wauwatosa Holdings is authorized to issue 200,000,000 shares of common stock, $0.01 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share. Each share of Wauwatosa Holdings’ common stock has the same relative rights as, and is identical in all respects with, each other share of common stock. Presented below is a description of Wauwatosa Holdings’ capital stock which is deemed material to an investment decision with respect to the offering. The common stock of Wauwatosa Holdings will represent nonwithdrawable capital, will not be an account of an insurable type, and will not be insured by the Federal Deposit Insurance Corporation.

     Wauwatosa Holdings currently expects that it will have a maximum of up to 26,450,000 shares of common stock outstanding after the stock offering, of which 8,371,425 shares will be held by persons other than Lamplighter Financial, MHC, including 436,425 shares issued to the charitable foundation. The Board of Directors can, generally without shareholder approval, issue additional shares of common stock, although Lamplighter Financial, MHC, so long as it is in existence, must own a majority of Wauwatosa Holdings’ outstanding shares of common stock.

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Wauwatosa Holdings’ issuance of additional shares of common stock could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control. Wauwatosa Holdings has no present plans to issue additional shares of common stock other than pursuant to the stock benefit plans previously discussed.

Common Stock

     Upon payment of the purchase price, shares of common stock issued in the offering will be fully paid and non-assessable. Under the Wisconsin Business Corporation Law, however, shareholders of a Wisconsin corporation, such as Wauwatosa Holdings, are personally liable for claims of employees for services, not to exceed six months services in any one case.

          No Preemptive Rights. The holders of Wauwatosa Holdings common stock will not have any preemptive rights with respect to any shares issued by the company.

          Liquidation Rights; Redemption. In the event of any liquidation, dissolution or winding up of Wauwatosa Holdings, the holders of its common stock generally would be entitled to receive, after payment of all liabilities and any preferred stock preferences, all assets of Wauwatosa Holdings available for distribution. Common stock is not subject to any redemption provisions.

          Voting Rights. Holders of Wauwatosa Holdings common stock will have one vote for each share held by them on all matters which are presented to a shareholders’ vote. There is an exception to this rule during the first five years following the reorganization for persons or entities (other than employee plans) which come to acquire more than 10% of Wauwatosa Holdings’ common stock. In that case, shares in excess of 10% of Wauwatosa Holdings’ outstanding common stock will not have any voting rights. See “RESTRICTIONS ON THE ACQUISITION OF WAUWATOSA HOLDINGS AND WAUWATOSA SAVINGS BANK-Provisions In Wauwatosa Holdings Articles Of Incorporation And Bylaws” on page ___.

     In addition, the Wisconsin Business Corporation Law in some cases limits the voting rights of certain shares. See “RESTRICTIONS ON THE ACQUISITION OF WAUWATOSA HOLDINGS AND WAUWATOSA SAVINGS BANK-Wisconsin Statutory Provisions” on page ___.

          Board of Directors. The Wauwatosa Holdings articles and bylaws provide that its board of directors shall consist of between five and ten directors. The directors are classified into three classes, which are to be as nearly equal in size as possible. Each class is elected for a three-year term, and one of the classes of the board of directors is subject to election at each annual meeting of shareholders. Wauwatosa Holdings’ shareholders do not have cumulative rights in the election of directors.

     Wauwatosa Holdings’ bylaws also provide that a director may be removed only for cause by majority shareholder vote or without cause by a vote of the holders of 66 2/3% of shares entitled to vote.

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     Vacancies on the Wauwatosa Holdings board of directors, whether by resignation of a director or by the establishment of an increase in the number of directors, may be filled by action of the remaining directors of Wauwatosa Holdings. Persons filling the vacancies may serve until the end of the term of the class to which the director was elected.

     Directors of Wauwatosa Holdings must own not less than 100 shares of its common stock.

          Special Meetings of Shareholders. Special meetings of shareholders of Wauwatosa Holdings may be called upon the direction of the chief executive officer or the board of directors. To the extent required by Wisconsin law, special meetings also may be called upon the written request of holders of not less than 10% of all the outstanding shares of capital stock.

     Other than nominations or proposals adopted or recommended by the board, any shareholder wishing to nominate a person for election as a director and/or make a proposal to be considered for vote at any annual meeting of shareholders must deliver notice at least 80 but not more than 110 days before the scheduled date of the meeting. The bylaws of Wauwatosa Holdings provide information which must accompany the written notice.

          Approval of Fundamental Transactions. Corporate combination transactions such as mergers, sales of substantially all assets, or dissolution of the corporation, would require the approval of the holders of a majority of the outstanding shares of Wauwatosa Holdings common stock. Similarly, the approval of the majority of outstanding shares is required for an amendment to the Wauwatosa Holdings articles of incorporation. In the event Wauwatosa Holdings had issued shares of preferred stock, preferred shareholders may have rights to vote as a class on certain types of amendments. See also “RESTRICTIONS ON THE ACQUISITION OF WAUWATOSA HOLDINGS AND WAUWATOSA SAVINGS BANK—Wisconsin Statutory Provisions” on page ___for a description of statutes that might affect approval of certain transactions.

          Dissenters’ Rights. So long as Wauwatosa Holdings has a class of securities traded on The NASDAQ Stock Market or an exchange, its shareholders will not have dissenters’ rights in most corporate transactions.

Preferred Stock

     None of the shares of Wauwatosa Holdings’ authorized preferred stock will be issued in the stock issuance. Such stock may be issued with such preferences and designations as the Board of Directors may from time to time determine. The Board of Directors can, without shareholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights which could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control. Wauwatosa Holdings has no present plans to issue preferred stock.

TRANSFER AGENT AND REGISTRAR

     [ _______________ ] will act as the transfer agent and registrar for the common stock.

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LEGAL AND TAX MATTERS

     The legality of the common stock and the federal and state income tax consequences of the offering have been passed upon for Wauwatosa Savings and Wauwatosa Holdings by the firm of Quarles & Brady LLP, Milwaukee, Wisconsin. Quarles & Brady LLP has consented to the references in this prospectus to its opinion. Certain legal matters regarding the offering will be passed upon for Keefe, Bruyette & Woods, Inc. by Luse Gorman Pomerenk & Schick, P.C., Washington, D.C.

CHANGES IN WAUWATOSA SAVINGS’ CERTIFYING ACCOUNTANT

     Ernst & Young LLP was previously the principal accountant for Wauwatosa Savings. On March 12, 2004, that firm was terminated and KPMG LLP was engaged as principal accountant for Wauwatosa Savings. The decision to change accountants was approved by the audit committee of the Board of Directors of Wauwatosa Savings Bank.

     In connection with the audits of the two fiscal years ended June 30, 2003 and through March 12, 2004, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused that firm to make reference to the subject matter of the disagreement in connection with its opinion.

     The audit reports of Ernst & Young LLP on the consolidated financial statements of Wauwatosa Savings and its subsidiaries as of and for the years ended June 30, 2003 and 2002 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

     Wauwatosa Savings has provided Ernst & Young LLP with a copy of the disclosures contained herein and has requested that Ernst & Young LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by Wauwatosa Savings herein and, if not, stating the respects in which it does not agree. A copy of Ernst & Young LLP’s letter is filed as Exhibit 16.1 to the registration statement of which this prospectus forms a part.

EXPERTS

     The consolidated financial statements of Wauwatosa Savings and its subsidiaries as of June 30, 2004 and for the year then ended have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

     The consolidated financial statements of Wauwatosa Savings and its subsidiaries as of June 30, 2003 and for each of the years in the two-year period ended June 30, 2003, have been included herein and in the registration statement, in reliance upon the report of Ernst & Young

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LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

     We have filed a registration statement with the SEC under the Securities Act of 1933 with respect to the common stock offered through this prospectus. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement. You may examine this information without charge at the public reference facilities of the SEC located at 450 Fifth Street, NW, Washington, D.C. 20549. You may obtain copies of the material from the SEC at prescribed rates. The registration statement also is available through the SEC’s web site on the internet at http://www.sec.gov.

     This document contains a description of the material features of certain contracts and other documents filed as exhibits to the registration statement. The statements as to the contents of such exhibits are of necessity brief descriptions and are not necessarily complete. Each such statement is qualified by reference to the contract or document.

     Wauwatosa Savings has filed an application for approval of its reorganization and minority stock issuance with the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. The application may be inspected at the offices of the Wisconsin Department of Financial Institutions at 345 West Washington Avenue, Madison, Wisconsin 53703, or at the offices of the Federal Deposit Insurance Corporation at 500 West Monroe Street, Suite 3300, Chicago, Illinois 60661-3697. We have also filed an application with the Federal Reserve Bank of Chicago to become a bank holding company. The bank holding company application may be inspected, without charge, at the offices of the Federal Reserve Bank of Chicago at 230 South LaSalle Street, Chicago, Illinois 60604. This prospectus omits some information contained in those applications.

     In connection with the offering, we will register the common stock with the Securities and Exchange Commission under Section 12(g) of the Exchange Act. Upon this registration, Wauwatosa Holdings will become subject to the Securities and Exchange Commission’s proxy solicitation rules and periodic reporting requirements.

     You may inspect copies of RP Financial’s appraisal and any amendments to it at the executive offices of Wauwatosa Savings. The appraisal report is also an exhibit to the registration statement, but was not filed electronically in full, and is therefore not fully available on the EDGAR system.

     A copy of the Plan of Reorganization and Stock Issuance Plan, including Wauwatosa Holdings’ articles of incorporation and bylaws, and the articles and bylaws of Wauwatosa Savings, are available without charge from Wauwatosa Savings by requesting those materials, in writing, addressed to Wauwatosa Savings Bank, Attn: Corporate Secretary, 11200 West Plank Court, Wauwatosa, Wisconsin 53226. Requests must be received by _________, 2005. Copies of the Plan of Reorganization and Stock Issuance Plan are also available for review at Wauwatosa Savings’ branches.

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REGISTRATION REQUIREMENTS

     In connection with the reorganization and offering, Wauwatosa Holdings will register the common stock with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934; and, upon this registration, Wauwatosa Holdings and the holders of its shares of common stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on stock purchases and sales by directors, officers and greater than 10% shareholders, the annual and periodic reporting and certain other requirements of the Securities Exchange Act of 1934. Under the Plan of Reorganization and Stock Issuance Plan, Wauwatosa Holdings has undertaken that it will not terminate this registration for a period of at least three years following the offering. You should rely only on the information contained in this document or that to which we have referred you. We have not authorized anyone to provide you with information that is different. This document does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation would be unlawful. The affairs of Wauwatosa Savings or Wauwatosa Holdings may change after the date of this prospectus. Delivery of this document and the sales of shares made hereunder does not mean otherwise.

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WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Consolidated Financial Statements

Nine Month Ended March 31, 2005 and 2004 (Unaudited)

and Years Ended June 30, 2004, 2003, and 2002

(With Independent Registered Public Accounting Firm’s Report Thereon)

Table of Contents

	Page
Reports of Independent Registered Public Accounting Firms		F-2
Consolidated Financial Statements:
Consolidated Statements of Financial Condition at March 31, 2005 (Unaudited) and June 30, 2004 and 2003		F-4
Consolidated Statements of Income for the Nine Months Ended March 31, 2005 and 2004 (Unaudited) and for the Years Ended June 30, 2004, 2003 and 2002		F-5
Consolidated Statements of Equity for the Nine Months Ended March 31, 2005 (Unaudited) and for the Years Ended June 30, 2004, 2003 and 2002		F-6
Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2005 and 2004 (Unaudited) and for the Years Ended June 30, 2004, 2003 and 2002		F-7
Notes to Consolidated Financial Statements (March Information Unaudited)		F-8

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors
Wauwatosa Savings Bank:

We have audited the accompanying consolidated statements of financial condition of Wauwatosa Savings Bank and subsidiaries (the Bank) as of June 30, 2004, and the related consolidated statements of income, equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Bank as of June 30, 2004, and the results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Milwaukee, Wisconsin
August 20, 2004

F-2

Report of Independent Registered Public Accounting Firm

Board of Directors
Wauwatosa Savings Bank:

We have audited the accompanying consolidated statement of financial condition of Wauwatosa Savings Bank and subsidiaries (the Bank) as of June 30, 2003, and the related consolidated statements of income, equity, and cash flows for each of the two years in the period ended June 30, 2003. These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Bank as of June 30, 2003, and the results of their operations and their cash flows for each of the two years in the period ended June 30, 2003 in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin
August 8, 2003

F-3

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Consolidated Statements of Financial Condition

March 31, 2005 and June 30, 2004 and 2003

(Information with respect to March 31, 2005 is unaudited)

	March 31,			June 30,
	2005			2004			2003
Assets
Cash	$	10,745,752			11,116,357			7,485,247
Federal funds sold		6,093,437			7,974,914			3,337,537
Short-term investments		777,901			300,398			17,944,470
Cash and cash equivalents		17,617,090			19,391,669			28,767,254
Securities available for sale (at fair value):
Mortgage-related securities		55,749,303			77,818,962			75,756,724
Debt securities		31,530,807			21,729,911			14,695,709
Loans receivable		1,177,017,433			1,066,972,029			943,023,489
Less allowance for loan losses		(4,482,984	)		(3,378,037	)		(2,970,336	)
Loans receivable, net		1,172,534,449			1,063,593,992			940,053,153
Office properties and equipment, net		23,178,341			15,894,428			12,161,006
Federal Home Loan Bank stock		13,909,500			13,321,500			8,657,800
Foreclosed properties		1,449,283			770,309			—
Accrued interest receivable		1,137,857			915,984			1,003,135
Cash surrender value of life insurance		21,701,138			20,980,507			19,609,773
Prepaid expenses and other assets		5,905,069			5,667,170			4,188,598
Total assets	$	1,344,712,837			1,240,084,432			1,104,893,152
Liabilities and Equity
Liabilities:
Demand deposits	$	12,790,357			15,923,188			9,857,273
Interest-bearing demand deposits		71,285,939			83,258,898			30,053,124
Money market and savings deposits		28,374,257			28,474,441			61,878,112
Time deposits		973,812,100			907,931,420			807,702,429
Total deposits		1,086,262,653			1,035,587,947			909,490,938
Federal Home Loan Bank advances short-term		48,000,000			25,000,000			10,000,000
Federal Home Loan Bank advances long-term		58,162,292			35,000,000			50,000,000
Advance payments by borrowers for taxes		7,667,491			14,445,984			13,649,304
Accrued interest on deposits		2,324,261			1,704,718			1,372,219
Obligations under capital lease		3,422,886			—			—
Other liabilities		8,801,321			5,547,212			5,785,126
Total liabilities		1,214,640,904			1,117,285,861			990,297,587
Equity:
Net unrealized gain (loss) on securities available for sale, net of taxes		(1,231,183	)		(2,128,668	)		252,647
Retained earnings, substantially restricted		131,303,116			124,927,239			114,342,918
Total equity		130,071,933			122,798,571			114,595,565
Total liabilities and equity	$	1,344,712,837			1,240,084,432			1,104,893,152

See accompanying notes to consolidated financial statements.

F-4

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Consolidated Statements of Income

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine month periods ended March 31, 2005 and 2004 is unaudited)

	Nine months ended March 31,				Years ended June 30,
	2005		2004		2004		2003		2002
Interest income:
Loans	$	51,584,851		45,685,296		61,530,554		63,815,443		66,982,033
Mortgage-related securities		1,757,341		2,465,553		3,264,199		1,142,936		1,782,920
Debt securities, federal funds sold and short-term investments		1,593,539		935,955		1,293,603		1,493,440		1,359,771
Total interest income		54,935,731		49,086,804		66,088,356		66,451,819		70,124,724
Interest expense:
Deposits		24,304,243		22,708,480		30,323,780		32,659,271		40,530,976
Borrowings		1,984,479		1,585,829		2,108,762		1,799,954		881,344
Total interest expense		26,288,722		24,294,309		32,432,542		34,459,225		41,412,320
Net interest income		28,647,009		24,792,495		33,655,814		31,992,594		28,712,404
Provision for loan losses		1,113,822		523,671		860,157		520,352		1,335,557
Net interest income after provision for loan losses		27,533,187		24,268,824		32,795,657		31,472,242		27,376,847
Noninterest income:
Service charges on loans and deposits		948,669		857,069		1,143,910		1,507,121		1,267,847
Rental income		144,397		120,688		164,380		136,666		—
Increase in cash surrender value of life insurance		491,377		777,916		1,007,261		620,482		467,148
Gain on sale of securities		412		46,947		46,947		30,147		—
Gain on sale of office properties and equipment		488,246		200		200		36		203
Other		540,844		538,209		672,548		698,401		405,894
Total noninterest income		2,613,945		2,341,029		3,035,246		2,992,853		2,141,092
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		8,541,252		8,050,840		10,762,800		8,730,143		7,721,747
Federal deposit insurance premiums		113,318		106,333		142,898		143,681		155,664
Occupancy, office furniture, and equipment		2,624,018		2,567,498		3,470,392		2,534,742		1,783,247
Advertising		690,525		719,046		1,024,534		862,011		498,538
Data processing		856,616		832,043		1,047,614		1,175,088		1,064,981
Foreclosed properties, net		319,559		44,506		58,120		237,335		98,021
Stationery and supplies		200,370		283,785		377,154		565,077		420,438
Charitable contributions		1,900,000		843,750		987,500		1,000,004		377,581
Communication expense		399,346		386,989		524,690		527,915		339,970
Professional fees		441,049		287,862		386,328		385,920		194,131
Write-off of investment in low-income housing		305,025		—		—		—		—
Other		1,454,177		1,246,897		1,601,552		1,455,980		1,208,384
Total noninterest expenses		17,845,255		15,369,549		20,383,582		17,617,896		13,862,702
Income before income taxes		12,301,877		11,240,304		15,447,321		16,847,199		15,655,237
Income taxes		5,926,000		3,482,000		4,863,000		5,742,000		4,816,000
Net income	$	6,375,877		7,758,304		10,584,321		11,105,199		10,839,237

See accompanying notes to consolidated financial statements.

F-5

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Consolidated Statements of Equity

Nine months ended March 31, 2005 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month period ended March 31, 2005 is unaudited)

			Net
			unrealized
			gain (loss) on
	Retained		securities			Total
	earnings		available for sale			equity
Balances at June 30, 2001	$	92,398,482		304,553			92,703,035
Comprehensive income:
Net income		10,839,237		—			10,839,237
Other comprehensive income:
Net unrealized holding losses on available for sale securities, net of deferred income tax benefits of $17,981		—		(34,909	)		(34,909	)
Total comprehensive income							10,804,328
Balances at June 30, 2002		103,237,719		269,644			103,507,363
Comprehensive income:
Net income		11,105,199		—			11,105,199
Other comprehensive income:
Net unrealized holding gains on available for sale securities arising during the year, net of income taxes of $1,493		—		2,900			2,900
Less reclassification adjustment for net gains on available for sale securities realized in net income, net of income taxes of $10,250		—		(19,897	)		(19,897	)
Total comprehensive income							11,088,202
Balances at June 30, 2003		114,342,918		252,647			114,595,565
Comprehensive income:
Net income		10,584,321		—			10,584,321
Other comprehensive income:
Net unrealized holding losses on available for sale securities arising during the year, net of income tax benefits of $1,210,776		—		(2,350,330	)		(2,350,330	)
Less reclassification adjustment for net gains on available for sale securities realized in net income, net of income taxes of $15,962		—		(30,985	)		(30,985	)
Total comprehensive income							8,203,006
Balances at June 30, 2004		124,927,239		(2,128,668	)		122,798,571
Comprehensive income:
Net income		6,375,877		—			6,375,877
Other comprehensive income:
Net unrealized holding gains on available for sale securities arising during the period, net of income taxes of $462,484		—		897,757			897,757
Less reclassification adjustment for net gains on available for sale securities realized in net income, net of income taxes of $140		—		(272	)		(272	)
Total comprehensive income							7,273,362
Balances at March 31, 2005	$	131,303,116		(1,231,183	)		130,071,933

See accompanying notes to consolidated financial statements.

F-6

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

	Nine months ended March 31,						Years ended June 30,
	2005			2004			2004			2003			2002
Cash flows from operating activities:
Net income	$	6,375,877			7,758,304			10,584,321			11,105,199			10,839,237
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		1,113,822			523,671			860,157			520,352			1,335,557
Provision for depreciation		1,192,355			1,024,520			1,353,438			1,241,791			1,083,505
Deferred income taxes		(1,285,000	)		15,000			(133,000	)		287,000			(1,007,000	)
Net amortization of premium on debt and mortgage-related securities		383,939			225,309			190,145			210,457			1,343
Decrease (increase) in accrued interest receivable		(221,873	)		249,744			87,151			(254,704	)		(146,592	)
Increase in cash surrender value of life insurance		(720,631	)		(1,068,254	)		(1,370,734	)		(720,682	)		(753,643	)
Increase (decrease) in accrued interest on deposits		619,543			278,831			332,499			(781,998	)		(1,031,243	)
Increase (decrease) in other liabilities		3,254,109			(609,210	)		(237,914	)		25,553			292,950
FHLB stock dividends		(588,000	)		(469,200	)		(663,700	)		(240,200	)		—
Gain on sale of securities		(412	)		(46,947	)		(46,947	)		(30,147	)		—
Gain on sale of office properties and equipment		(488,246	)		(200	)		(200	)		(36	)		(203	)
Other		802,526			466,743			(94,504	)		(677,255	)		68,355
Net cash provided by operating activities		10,438,009			8,348,311			10,860,712			10,685,330			10,682,266
Cash flows from investing activities:
Proceeds from maturities of debt securities		22,000,000			11,000,000			19,300,000			52,360,000			17,898,594
Proceeds from sales of debt securities		—			5,040,140			5,040,140			—			—
Purchases of debt securities		(31,903,402	)		(11,965,069	)		(31,884,910	)		(51,577,697	)		(30,206,923	)
Principal repayments on mortgage-related securities		18,461,998			20,109,970			31,992,902			18,764,147			27,200,290
Proceeds from sales of mortgage-related securities		4,745,232			2,056,112			2,056,112			9,827,296			—
Purchase of mortgage-related securities		—			(39,387,338	)		(39,400,613	)		(78,299,498	)		(16,918,240	)
Purchase of FHLB stock		—			(4,000,000	)		(4,000,000	)		(329,400	)		(7,870,400	)
Net increase in loans receivable		(111,467,742	)		(82,354,726	)		(127,550,030	)		(48,395,799	)		(15,140,148	)
Purchase of bank owned life insurance		—			—			—			(13,174,574	)		—
Net purchases of office properties and equipment		(4,565,136	)		(3,934,494	)		(5,086,659	)		(6,768,266	)		(1,130,193	)
Proceeds from sales of foreclosed properties		457,957			—			2,403,072			4,299,208			4,828,839
Net cash used by investing activities		(102,271,093	)		(103,435,405	)		(147,129,986	)		(113,294,583	)		(21,338,181	)
Cash flows from financing activities:
Net increase (decrease) in deposits		50,674,706			103,757,713			126,097,009			67,619,925			(21,335,542	)
Net change in short-term FHLB advances		(12,000,000	)		(10,000,000	)		(10,000,000	)		—			—
Proceeds from long-term FHLB advances		58,162,292			10,000,000			10,000,000			25,000,000			35,000,000
Increase (decrease) in advance payments by borrowers for taxes		(6,778,493	)		(6,558,257	)		796,680			(188,106	)		(128,476	)
Net cash provided by financing activities		90,058,505			97,199,456			126,893,689			92,431,819			13,535,982
Increase (decrease) in cash and cash equivalents		(1,774,579	)		2,112,362			(9,375,585	)		(10,177,434	)		2,880,067
Cash and cash equivalents at beginning of year		19,391,669			28,767,254			28,767,254			38,944,688			36,064,621
Cash and cash equivalents at end of year	$	17,617,090			30,879,616			19,391,669			28,767,254			38,944,688
Supplemental cash flow information:
Cash paid or credited during the year for:
Income tax payments	$	4,475,000			3,765,000			5,115,000			5,115,000			5,598,025
Interest payments		22,259,743			21,271,040			32,100,043			35,241,223			42,443,563
Noncash investing activities:
Loans receivable transferred to foreclosed properties		1,570,903			101,320			1,057,498			2,303,708			4,675,781
Capital leases originated		3,422,886			—			—			—			—
Noncash financing activities:
Long-term FHLB advances reclassified to short-term		35,000,000			25,000,000			25,000,000			10,000,000			—
See accompanying notes to consolidated financial statements.

F-7

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

(1)   Summary of Accounting Policies

(a)	Principles of Consolidation
	The consolidated financial statements include the accounts and operations of Wauwatosa Savings Bank (the Bank) and its wholly owned subsidiaries, Wauwatosa Investments, Inc. and Main Street Real Estate Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.
	The Bank provides a broad range of financial services to customers through branch locations in Wauwatosa, Oak Creek, Waukesha, Oconomowoc and Pewaukee, Wisconsin. The Bank is subject to the regulations of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.
(b)	Use of Estimates
	The preparation of the consolidated financial statements requires management of the Bank to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include allowance for loan losses and deferred income tax assets. Actual results could differ from those estimates.
(c)	Cash and Cash Equivalents
	The Bank considers its federal funds sold and highly liquid debt instruments with a maturity of three months or less when purchased to be cash equivalents.
(d)	Securities
	Management has designated all securities as available-for-sale. As such, they are stated at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of equity.
	The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity or, in the case of mortgage-related securities, over the estimated life of the security. Such amortization is included in interest income from investments. Realized gains and losses and impairment in value judged to be other than temporary are included in gain or loss on the sale of investments and mortgage-related securities. The cost of securities sold is based on the specific identification method.
(e)	Interest on Loans
	Interest on loans is recorded as income as it is earned. Allowances are established by way of a charge to interest income for uncollected interest on mortgage loans on which any payments are 90 days or more past due and are determined to be uncollectible. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectibility of the total contractual principal and interest is no longer in doubt.

F-8

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

(f)	Allowance for Loan Losses
	The Bank establishes valuation allowances on multifamily and commercial real estate loans considered impaired. A loan is considered impaired when, based on current information and events, it is probable that the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. A valuation allowance is established for an amount equal to the impairment when the carrying amount of the loan exceeds the present value of the expected future cash flows, discounted at the loan’s original effective interest rate or the fair value, less costs to sell, of the underlying collateral.
	The Bank also establishes valuation allowances based on an evaluation of the various risk components that are inherent in the credit portfolio. The risk components that are evaluated include past loan loss experience; the level of nonperforming and classified assets; current economic conditions; volume, growth, and composition of the loan portfolio; adverse situations that may affect the borrower’s ability to repay; the estimated value of any underlying collateral; peer group comparisons; regulatory guidance; and other relevant factors. The allowance is increased by provisions charged to earnings and recoveries of previously charged-off loans and reduced by charge-offs. The adequacy of the allowance for loan losses is reviewed and approved quarterly by the Bank’s board of directors. The allowance reflects management’s best estimate of the amount needed to provide for the probable loss on impaired loans and other inherent losses in the loan portfolio and is based on a risk model developed and implemented by management and approved by the Bank’s board of directors.
	Actual results could differ from this estimate, and future additions to the allowance may be necessary based on unforeseen changes in loan quality and economic conditions. In addition, federal regulators periodically review the Bank’s allowance for loan losses. Such regulators have the authority to require the Bank to recognize additions to the allowance at the time of their examination.
(g)	Foreclosed Properties
	Foreclosed properties acquired through, or in lieu of, loan foreclosure are recorded at the lower of cost or fair value, minus estimated costs to sell at the date of foreclosure. Impairments of foreclosed properties after acquisition are charged to expense at the time of impairment.
(h)	Loan Fees
	Loan origination and commitment fees and certain direct loan origination costs are deferred, and the net amount is amortized as an adjustment of the related loans’ yield. Amortization is based on a level-yield method over the contractual life of the related loans or until the loan is paid in full.
(i)	Office Properties and Equipment
	Office properties and equipment, including leasehold improvements and software, are stated at cost, net of depreciation and amortization. Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the lease term, if shorter than the estimated useful life. Maintenance and repairs are charged to

F-9

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

	expense as incurred, while additions or major improvements are capitalized and depreciated over their estimated useful lives. Estimated useful lives of the assets are 10 to 30 years for office properties, 3  to 10 years for equipment, and 3  years for software. Rent expense related to long-term operating leases is recorded on the accrual basis.
(j)	Income Taxes
	Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and, if necessary, tax planning strategies in making this assessment.
(k)	Reclassifications
	Certain 2004, 2003 and 2002 accounts have been reclassified to conform to the 2005 presentation.
(l)	Recent Accounting Pronouncements
	In March 2004, the SEC issued Staff Accounting Bulletin (SAB) No. 105, Application of Accounting Principles Loan Commitments. SAB No. 105 provides guidance regarding loan commitments accounted for as derivative instruments. Specially, SAB No. 105 requires servicing assets to be recognized only once the servicing asset has been contractually separated from the underlying loan by sale or securitization of the loan with servicing retained. As such, consideration for the expected future cash flows related to the associated servicing of the loan may not be recognized in valuing the loan commitment. This will result in a lower fair value mark of loan commitments and recognition of the value of the servicing asset later upon sale or securitization of the underlying loan. The provisions of SAB No. 105 were effective for loan commitments accounted for as derivatives entered into after March 31, 2004. The adoption of SAB No. 105 did not have a material impact on the Bank’s results of operations, financial position, or liquidity.
	In March 2004, the FASB ratified the consensus reached by the Emerging Issues Task Force (EITF) in Issue 03-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments. EITF Issue 03-1 provides guidance for determining when an investment is considered impaired, whether impairment is other-than-temporary, and measurement of an impairment loss. An investment is considered impaired if the fair value of the investment is less than its cost. Generally, an impairment is considered other-than-temporary unless the investor has the ability and intent to hold an investment for a reasonable period of time sufficient for a forecasted recovery of fair value up to (or beyond) the cost of the time outweighs evidence to the contrary. If

F-10

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

impairment is determined to be other-than-temporary, then an impairment loss should be recognized through earnings equal to the difference between the investment’s cost and its fair value. In September 2004, the FASB delayed the accounting requirements of EITF Issue 03-1 until additional implementation guidance is issued and goes into effect.

In December 2003, the AICPA’s Accounting Standards Executive Committee issued Statement of Position (SOP) 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer. SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. The provisions of this SOP are effective for loans acquired in fiscal years beginning after December 15, 2004. Adoption of SOP 03-3 is not expected to have a material impact on the Bank’s results of operations, financial position, or liquidity.

(2)	Securities Available for Sale
	The amortized cost and fair values of the Bank’s investment in securities follow:

	March 31, 2005
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses			Fair value
Mortgage-backed securities	$	6,150,944		5,172		(189,340	)		5,966,776
Collateralized mortgage obligations		51,340,976		1,889		(1,560,338	)		49,782,527
Mortgage-related securities		57,491,920		7,061		(1,749,678	)		55,749,303
Government agency bonds		27,479,453		275,238		(599,325	)		27,155,366
Municipals		4,174,162		205,083		(3,804	)		4,375,441
Debt securities		31,653,615		480,321		(603,129	)		31,530,807
	$	89,145,535		487,382		(2,352,807	)		87,280,110

F-11

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

	June 30, 2004
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses			Fair value
Mortgage-backed securities	$	12,473,361		5,820		(267,277	)		12,211,904
Collateralized mortgage obligations		68,444,712		1,274		(2,838,928	)		65,607,058
Mortgage-related securities		80,918,073		7,094		(3,106,205	)		77,818,962
Government agency bonds		17,683,502		2,580		(223,752	)		17,462,330
Municipals		4,172,552		100,016		(4,987	)		4,267,581
Debt securities		21,856,054		102,596		(228,739	)		21,729,911
	$	102,774,127		109,690		(3,334,944	)		99,548,873

	June 30, 2003
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses			Fair value
Mortgage-backed securities	$	13,881,821		177,125		—			14,058,946
Collateralized mortgage obligations		61,877,460		46,624		(226,306	)		61,697,778
Mortgage-related securities		75,759,281		223,749		(226,306	)		75,756,724
Government agency bonds		5,007,323		77,177		—			5,084,500
Municipals		4,272,151		243,058		—			4,515,209
Commercial paper		5,030,879		65,121		—			5,096,000
Debt securities		14,310,353		385,356		—			14,695,709
	$	90,069,634		609,105		(226,306	)		90,452,433

F-12

WAUWATOSA SAVINGS BANK AND SUBSIDIAIRIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

The amortized cost and fair value of securities at March 31, 2005 and June 30, 2004, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers or borrowers may have the right to prepay obligations with or without prepayment penalties.

	March 31, 2005				June 30, 2004
	Amortized				Amortized
	cost		Fair value		cost		Fair value
Debt securities:
Due within one year	$	1,900,074		1,896,270		1,000,000		995,013
Due after one year through five years		26,580,562		26,256,475		17,683,502		17,462,330
Due after ten years		3,172,979		3,378,062		3,172,552		3,272,568
Mortgage-related securities		57,491,920		55,749,303		80,918,073		77,818,962
	$	89,145,535		87,280,110		102,774,127		99,548,873

Total proceeds and gross realized gains and losses from sale of securities available for sale for the nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002 were:

	Nine months ended March 31,				Year ended June 30,
	2005		2004		2004		2003		2002
Proceeds	$	4,745,232		7,096,252		7,096,252		9,827,296		—
Gross gains		4,284		48,677		48,677		32,018		—
Gross losses		3,872		1,730		1,730		1,871		—

Gross unrealized losses on securities available for sale and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:

	March 31, 2005
	Less than 12 months					12 months or longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	value		loss			value		loss			value		loss
Government agency bonds	$	21,639,768		(599,325	)		—		—			21,639,768		(599,325	)
Municipals		997,379		(3,804	)		—		—			997,379		(3,804	)
Mortgage-related securities		18,145,429		(449,225	)		34,250,189		(1,300,453	)		52,395,618		(1,749,678	)
	$	40,782,576		(1,052,354	)		34,250,189		(1,300,453	)		75,032,765		(2,352,807	)

	June 30, 2004
	Less than 12 months					12 months or longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	value		loss			value		loss			value		loss
Government agency bonds	$	14,970,100		(223,752	)		—		—			14,970,100		(223,752	)
Municipals		995,013		(4,987	)		—		—			995,013		(4,987	)
Mortgage-related securities		56,686,922		(1,960,208	)		20,526,100		(1,145,997	)		77,213,022		(3,106,205	)
	$	72,652,035		(2,188,947	)		20,526,100		(1,145,997	)		93,178,135		(3,334,944	)

F-13

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

The unrealized losses reported for mortgage-related securities relate exclusively to debt securities issued by government agencies such as the Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC). Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Bank has the ability and intent to hold these debt securities until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.

(3)	Loans Receivable
	Loans receivable at March 31, 2005 and June 30, 2004 and 2003 are summarized as follows:

	March 31,		June 30,
	2005		2004		2003
Mortgage loans:
Residential real estate:
Single family	$	416,671,026		391,864,009		357,212,432
Two-to-four-family		251,506,863		224,765,133		203,655,448
Over four-family		388,147,014		340,753,004		287,588,841
Construction		121,095,100		110,495,105		75,534,533
Commercial real estate		43,066,527		46,138,012		43,895,305
Land		25,085,760		18,306,537		7,195,037
Credit cards		145,360		154,341		177,979
Other		26,084		31,296		36,412
		1,245,743,734		1,132,507,437		975,295,987
Less:
Undisbursed loan proceeds		64,305,577		61,904,486		29,173,415
Unearned loan fees, net		4,420,724		3,630,922		3,099,083
	$	1,177,017,433		1,066,972,029		943,023,489

Real estate collateralizing the Bank’s first mortgage loans is located in the Bank’s general lending area of metropolitan Milwaukee.

The unpaid principal balance of loans serviced for others was $6,924,893, $12,232,683 and $14,703,500 at March 31, 2005 and June 30, 2004 and 2003, respectively. These loans are not reflected in the consolidated financial statements.

F-14

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

A summary of the activity for the nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002 in the allowance for loan losses follows:

	Nine months ended March 31,						Year ended June 30,
	2005			2004			2004			2003			2002
Balance at beginning of period	$	3,378,037			2,970,336			2,970,336			2,478,924			1,972,745
Provision for loan losses		1,113,822			523,671			860,157			520,352			1,335,557
Charge-offs		(9,801	)		(122,503	)		(453,129	)		(28,940	)		(880,134	)
Recoveries		926			2,108			673			—			50,756
Balance at end of period	$	4,482,984			3,373,612			3,378,037			2,970,336			2,478,924
Percent of allowance to gross loans		0.38	%		0.32	%		0.32	%		0.32	%		0.28	%

The following table presents nonperforming loans at March 31, 2005 and June 30, 2004 and 2003:

	March 31,		June 30,
	2005		2004		2003
Nonaccrual loans	$	12,549,000		12,015,000		15,588,000
Total nonperforming loans	$	12,549,000		12,015,000		15,588,000

Commercial real estate loans that have nonaccrual status or have had their terms restructured are considered to be impaired loans. The following table presents data on impaired loans at March 31, 2005 and June 30, 2004 and 2003:

	March 31,		June 30,
	2005		2004		2003
Impaired loans for which an allowance has been provided	$	1,159,822		100,000		—
Impaired loans for which no allowance has been provided		5,132,952		5,914,969		7,796,026
Total loans determined to be impaired	$	6,292,774		6,014,969		7,796,026
Allowance for loans losses related to impaired loans	$	196,450		100,000		—

	Nine months ended March 31,				Years ended June 30,
	2005		2004		2004		2003		2002
Average recorded investment in impaired loans	$	6,728,371		5,595,361		5,700,263		6,328,581		5,399,184
Cash-basis interest income recognized from impaired loans		234,329		309,168		421,314		461,261		405,483

F-15

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

The Bank has granted loans to their directors, executive officers, or their related interests. These loans were made on substantially the same terms and collateral as those prevailing at the time for comparable transactions with other unrelated customers, except that loans to executive officers (as with all employees of the Bank) were made at interest rates approximating the Bank’s cost of funds, which is a lower rate than similar loans to unrelated parties. These loans are performing according to contractual terms and do not represent more than normal risk of collection. The loans to related parties are summarized as follows:

	Nine months			Year ended
	ended March 31,			June 30,
	2005			2004
Balance at beginning of period	$	747,462			775,975
New loans		574,266			19,655
Repayments		(420,150	)		(48,168	)
Balance at end of period	$	901,578			747,462
Average interest rate at end of period		3.08	%		3.17	%

The Bank serves the credit needs of its customers by offering a wide variety of loan programs to customers, primarily in southeastern Wisconsin. The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas. Significant loan concentrations are considered to exist for a financial institution when there are amounts loaned to one borrower or to multiple borrowers engaged in similar activities that would cause them to be similarly impacted by economic or industry conditions. At March 31, 2005 and June 30, 2004, no loans to one borrower or industry concentrations existed in the Bank’s loan portfolio in excess of 10% of total loans.

(4)	Office Properties and Equipment
	Office properties and equipment at March 31, 2005 and June 30, 2004 and 2003 are summarized as follows:

	March 31,			June 30,
	2005			2004			2003
Land	$	5,030,883			4,455,455			3,131,347
Office buildings and improvements		19,477,690			12,068,291			9,200,115
Furniture and equipment		8,655,405			8,163,964			7,269,389
		33,163,978			24,687,710			19,600,851
Less accumulated depreciation		(9,985,637	)		(8,793,282	)		(7,439,845	)
	$	23,178,341			15,894,428			12,161,006

F-16

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

In March 2005, the Bank and certain subsidiaries are obligated under a capital lease related to facilities and equipment at one of the Bank’s branch locations. The four-year lease provides the Bank an option to either renew the lease for an additional 26 years or to purchase the building for $3,300,000 at maturity. At March 31, 2005, the gross amount of buildings and improvements and accumulated amortization recorded under the capital lease are as follows:

	March 31,
	2005
Office buildings and improvements	$	3,422,886
Less accumulated depreciation		—
	$	3,422,886

Amortization of assets held under the capital lease is included in depreciation expense.

The Bank and certain subsidiaries are obligated under noncancelable operating leases for other facilities and equipment, certain of which provide for increased rentals based upon increases in cost-of-living adjustments and other operating costs. The Bank is also obligated under a lease entered into in November 2004 accounted for as a capital lease. That lease has a purchase option at the end of the fourth year, the initial term, at $3.3 million. The approximate minimum annual rentals and commitments under these noncancelable lease agreements for leases with remaining terms in excess of one year and future minimum capital lease payments are as follows:

						June 30,
	March 31, 2005					2004
	Capital			Operating		Operating
	lease			leases		leases
Within one year	$	300,000			54,075		212,613
One to two years		300,000			55,200		54,300
Two to three years		300,000			36,375		55,500
Three to four years	$	3,600,000			13,750		30,000
Four to five years		—			—		6,250
Total minimum lease payments		4,500,000		$	159,400		358,663
Less estimated executory costs		—
Net minimum lease payments		4,500,000
Less amounts representing interest		(1,077,114	)
Present value of net minimum capital lease payments	$	3,422,886

(5)	Deposits
	At March 31, 2005 and June 30, 2004 and 2003, certificate accounts with balances greater than $100,000 amounted to $269,607,606, $234,963,977 and $136,440,117, respectively.

F-17

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

Interest expense on deposits for the nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002 consists of the following:

	Nine months ended March 31,				Year ended June 30,
	2005		2004		2004		2003		2002
Interest-bearing demand deposit	$	573,050		542,478		741,315		213,191		224,698
Money market and savings deposits		153,665		278,926		326,147		750,687		937,516
Time deposits		23,577,528		21,887,076		29,256,318		31,695,393		39,368,762
	$	24,304,243		22,708,480		30,323,780		32,659,271		40,530,976

A summary of the contractual maturities of certificate accounts at March 31, 2005 and June 30, 2004 is as follows:

	March 31,		June 30,
	2005		2004
Within one year	$	574,308,197		457,572,961
One to two years		205,299,117		229,611,410
Two to three years		117,024,447		112,037,570
Three to four years		44,167,866		76,380,016
Four through five years		33,012,473		32,206,765
After five years		—		122,698
	$	973,812,100		907,931,420

F-18

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

(6) FHLB Advances

     FHLB advances at March 31, 2005 and June 30, 2004 and 2003 consist of the following:

	March 31,		June 30,
	2005		2004		2003
Federal Home Loan Bank (FHLB) advances:
Short-term FHLB advances:
FHLB advance, 2.36%, due April 2005	$	13,000,000		—		—
FHLB advance, 2.62%, due January 2006		25,000,000		—		—
FHLB advance, 2.21%, due January 2006		10,000,000		—		—
FHLB advance, 4.47%, due December 2004		—		25,000,000		—
FHLB advance, 3.47%, due December 2003		—		—		10,000,000
Total short-term FHLB advances		48,000,000		25,000,000		10,000,000
Long-term FHLB advances:
FHLB advance, 3.26%, due July 2006		11,777,463		—		—
FHLB advance, 2.83%, due September 2006		2,431,817		—		—
FHLB advance, 3.56%, due February 2007		7,000,000		—		—
FHLB advance, 3.17%, due August 2007		5,407,750		—		—
FHLB advance, 3.19%, due September 2007		4,123,288		—		—
FHLB advance, 3.09%, due October 2007		4,692,931		—		—
FHLB advance, 3.67%, due January 2008		6,818,766		—		—
FHLB advance, 3.63%, due January 2008		3,074,277		—		—
FHLB advance, 3.8%, due February 2008		7,836,000		—		—
FHLB advance, 3.58%, due August 2008		5,000,000		—		—
FHLB advance, 2.21%, due January 2006		—		10,000,000		—
FHLB advance, 2.62%, due January 2006		—		25,000,000		25,000,000
FHLB advance, 4.47%, due December 2004		—		—		25,000,000
Total long-term FHLB advances		58,162,292		35,000,000		50,000,000
Total FHLB advances	$	106,162,292		60,000,000		60,000,000

The Bank selects loans that meet underwriting criteria established by the Federal Home Loan Bank (FHLB) as collateral for outstanding advances. The Bank’s borrowings at the FHLB are limited to 60% of the carrying value of unencumbered one-to-four-family mortgage loans. In addition, these advances are collateralized by FHLB stock of $13,909,500, $13,321,500 and $8,657,800 at March 31, 2005 and June 30, 2004 and 2003, respectively. In the event of prepayment, the Bank is obligated to pay all remaining contractual interest on the advance.

(7) Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items, as calculated under regulatory

(continued)

F-19

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined). Management believes, as of March 31, 2005, that the Bank meets all capital adequacy requirements to which it is subject.

As of March 31, 2005 and June 30, 2004, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized,” the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios, as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category.

As a state-chartered savings bank, the Bank is required to meet minimum capital levels established by the state of Wisconsin in addition to federal requirements. For the state of Wisconsin, regulatory capital consists of retained income, plus allowances for losses.

The Bank’s actual capital amounts (in thousands) and ratios as of March 31, 2005 and June 30, 2004 and 2003 are presented in the table below:

	March 31, 2005
											To be well-capitalized under
											prompt corrective action
	Actual					For capital adequacy purposes					provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital (to risk-weighted assets)	$	135,775		14.34	%	$	75,725		8.00	%	$	94,656		10.00	%
Tier I capital (to risk-weighted assets)		131,292		13.87			37,862		4.00			56,793		6.00
Tier I capital (to average assets)		131,292		9.91			52,978		4.00			66,222		5.00
State of Wisconsin (to total assets)		130,072		9.82			79,468		6.00			N/A		N/A

	June 30, 2004
											To be well-capitalized under
											prompt corrective action
	Actual					For capital adequacy purposes					provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital (to risk-weighted assets)	$	128,293		15.02	%	$	68,348		8.00	%	$	85,435		10.00	%
Tier I capital (to risk-weighted assets)		124,915		14.62			34,174		4.00			51,261		6.00
Tier I capital (to average assets)		124,915		10.18			49,062		4.00			63,328		5.00
State of Wisconsin (to total assets)		122,798		10.01			74,479		6.00			N/A		N/A

(continued)

F-20

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

	June 30, 2003
											To be well-capitalized under
											prompt corrective action
	Actual					For capital adequacy purposes					provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital (to risk-weighted assets)	$	117,302		15.61	%	$	60,103		8.00	%	$	75,129		10.00	%
Tier I capital (to risk-weighted assets)		114,331		15.22			30,051		4.00			45,077		6.00
Tier I capital (to average assets)		114,331		10.50			43,566		4.00			54,458		5.00
State of Wisconsin (to total assets)		114,596		10.35			66,429		6.00			N/A		N/A

(8) Employee Benefit Plans

The Bank participates in an industry group-sponsored multi-employer defined-benefit retirement plan, which covers substantially all employees with one year or more of service. Pension plan expense was approximately $361,340, $293,194, $407,132, $321,593 and $272,167 for the nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002, respectively. The Bank’s policy is to fund pension costs accrued.

The Bank has a 401(k) profit sharing plan and trust, which covers substantially all employees with at least one year of service who have attained age 18. Participating employees may annually contribute up to 15% of their pretax compensation. The Bank made no contributions to the plan during the nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002.

The Bank has nonqualified salary continuation agreements for one current and two former key employees. These agreements provide for payments of specific amounts over 10-year periods subsequent to each key employee’s retirement. The deferred compensation liability is being accrued ratably to the respective normal retirement date for the current employee. Payments made to the retired employees reduce the liability. As of March 31, 2005 and June 30, 2004 and 2003, approximately $3,004,349, $3,279,000 and $3,614,000 are accrued related to these plans, respectively. These agreements are intended to be funded by life insurance policies owned by the Bank on these employees that have a face amount of $12,082,734 and cash surrender value of $7,724,460, $7,332,824 and $6,435,199 at March 31, 2005 and June 30, 2004 and 2003, respectively. The expense for compensation under these agreements was approximately $54,403, $51,660, $69,000, $64,000 and $507,000 for the nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002, respectively.

Bank-owned life insurance has a face amount of $308,481,000 and cash surrender value of $13,976,678, $13,647,683 and $13,174,574 at March 31, 2005 and June 30, 2004 and 2003, respectively.

(9) Income Taxes

Under the Internal Revenue Code and Wisconsin statutes, the Bank is permitted to deduct, for tax years beginning before 1998, an annual addition to a reserve for bad debts. This amount differs from the provision for loan losses recorded for financial accounting purposes. Under prior law, bad debt deductions for income tax purposes were included in taxable income of later years only if the bad debt reserves were used for purposes other than to absorb bad debt losses. Because the Bank did not intend to use the reserve

(continued)

F-21

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

for purposes other than to absorb losses, no deferred income taxes were provided. Retained earnings at March 31, 2005 and June 30, 2004 includes approximately $16,654,000, for which no deferred Federal or state income taxes were provided. Under SFAS No. 109, deferred income taxes have been provided on certain additions to the tax reserve for bad debts.

The provision for income taxes (benefits) for the nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002 consists of the following:

	Nine months ended March 31,						Year ended June 30,
	2005			2004			2004			2003		2002
Current:
Federal	$	4,135,000			3,362,000			4,811,000			5,274,000		5,673,000
State		3,076,000			105,000			185,000			181,000		150,000
		7,211,000			3,467,000			4,996,000			5,455,000		5,823,000
Deferred:
Federal		(1,210,000	)		57,000			(86,000	)		280,000		(400,000	)
State		(75,000	)		(42,000	)		(47,000	)		7,000		(607,000	)
		(1,285,000	)		15,000			(133,000	)		287,000		(1,007,000	)
	$	5,926,000			3,482,000			4,863,000			5,742,000		4,816,000

The income tax provisions differ from that computed at the Federal statutory corporate tax rate for the nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002 as follows:

	Nine months ended March 31,						Year ended June 30,
	2005			2004			2004			2003			2002
Income before income taxes	$	12,301,877			11,240,304			15,447,321			16,847,199			15,655,237
Tax at Federal statutory rate (35%)	$	4,305,657			3,934,106			5,406,562			5,896,520			5,479,333
Add (deduct) effect of:
State income taxes, net of Federal income tax benefit		1,951,000			41,000			90,000			122,000			(297,000	)
Cash surrender value of life insurance		(172,000	)		(272,000	)		(353,000	)		(217,000	)		(164,000	)
Tax-exempt interest income		(48,000	)		(43,000	)		(58,000	)		(66,000	)		(59,000	)
Other		(110,657	)		(178,106	)		(222,562	)		6,480			(143,333	)
Income tax provision	$	5,926,000			3,482,000			4,863,000			5,742,000			4,816,000
Effective tax rate		48.2	%		31.0	%		31.5	%		34.1	%		30.8	%

(continued)

F-22

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

The significant components of the Bank’s net deferred tax assets (liabilities) are as follows at March 31, 2005 and June 30, 2004 and 2003:

	March 31,			June 30,
	2005			2004			2003
Gross deferred tax assets:
Office properties and equipment	$	389,000			380,000			149,000
Deferred compensation		1,178,000			1,286,000			1,417,000
Allowance for loan losses		1,911,000			1,316,000			1,120,000
Unrealized loss on securities available for sale		634,000			1,100,000			—
Cost to facilitate the sale of real estate owned		888,000			744,000			508,000
Other		996,000			—			68,000
Total gross deferred assets		5,996,000			4,826,000			3,262,000
Gross deferred tax liabilities:
FHLB stock dividends		(753,000	)		(569,000	)		(257,000	)
Deferred loan fees		(470,000	)		(268,000	)		(284,000	)
Unrealized gain on securities available for sale		—			—			(130,000	)
Other		—			(35,000	)		—
Total gross deferred liabilities		(1,223,000	)		(872,000	)		(671,000	)
Net deferred tax assets	$	4,773,000			3,954,000			2,591,000

The change in net deferred tax assets from June 30, 2004 to March 31, 2005 and from June 30, 2003 to June 30, 2004 includes tax expense (benefits) in other comprehensive income of $463,000 and $(1,211,000), respectively.

Based upon the level of historical taxable income and expected future taxable income over the periods in which the net deferred tax assets are deductible, management believes it is more likely than not the Bank will realize the benefits of these deductible differences.

Like many financial institutions located in Wisconsin, the Bank transferred investment securities and loans to an out-of-state subsidiary. The Bank’s Nevada subsidiary now holds and manages those assets. Because the subsidiary is located in the state of Nevada, income from its operations has not been subject to Wisconsin state taxation. The investment subsidiary has not filed returns with, or paid income or franchise taxes to, the state of Wisconsin. The Wisconsin Department of Revenue (the Department) recently implemented a program to audit Wisconsin financial institutions that have formed and contributed assets to subsidiaries located outside of Wisconsin, and the Department has generally indicated that it intends to assess income or franchise taxes on some or all of the income of the out-of-state investment subsidiaries of Wisconsin financial institutions. The Department has not issued an assessment to the Bank, but the Department has stated that it intends to do so if the matter is not settled.

Prior to the formation of the investment subsidiary, the Bank sought and obtained a private letter ruling from the Department regarding the non-taxability of the investment subsidiary in the state of Wisconsin. The Bank believes that it complied with Wisconsin law and the private ruling received from the

(continued)

F-23

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

Department. Should assessment be forthcoming, the Bank intends to defend its position through the available administrative appeals process in place at the Department and through other judicial remedies should they become necessary. Although the Bank will vigorously oppose any such assessment, there can be no assurance that the Department will not be successful in whole or in part in its efforts to tax the income of the Bank’s Nevada investment subsidiary. The Bank has accrued during the nine months ended March 31, 2005 an estimated state tax liability of $2.8 million, including interest for the probable settlement amount on the basis of facts currently known. A deferred Federal tax benefit of $1.0 million was also established as a result of this accrual. The Bank does not expect the resolution of this matter to have a material adverse affect on its consolidated results of operations and financial position beyond the amounts accrued. However, the Bank intends to accrue state income taxes on future income of the Nevada subsidiary in line with the previously discussed accrual until such time as the dispute is resolved.

(10) Financial Instruments with Off-Balance-Sheet Risk

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of balance financial instruments.

The Bank’s potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for other financial instruments reflected in the consolidated financial statements.

	March 31,		June 30,
	2005		2004		2003
Financial instruments whose contract amounts represent potential credit risk:
Real estate loan commitments	$	70,667,000		69,324,400		41,592,520
Standby letters of credit		1,404,374		2,252,370		1,028,308

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements of the Bank. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral obtained generally consists of mortgages on the underlying real estate.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that

(continued)

F-24

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

involved in extending loan facilities to customers. The Bank holds mortgages on the underlying real estate as collateral supporting those commitments for which collateral is deemed necessary.

The Bank has determined that there are no probable losses related to the commitments to extend credit or the standby letters of credit as of March 31, 2005 or June 30, 2004 and 2003.

(11) Fair Values of Financial Instruments

Fair value information about financial instruments follows, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Bank.

The following methods and assumptions were used by the Bank in determining its fair value disclosures for financial instruments.

(a)	Cash and Cash Equivalents and Accrued Interest Receivable
	The carrying amounts reported in the consolidated statements of financial condition for cash and cash equivalents and accrued interest receivable approximate those assets’ fair values.
(b)	Mortgage-Related and Debt Securities
	Fair values for mortgage-related and debt securities are based on quoted market prices of these or comparable instruments.
(c)	Loans Receivable
	Fair values for loans receivable are estimated using a discounted cash flow calculation that applies current interest rates to estimated future cash flows of the loans receivable.
(d)	FHLB Stock
	For FHLB stock, the carrying amount is a reasonable estimate of fair value.
(e)	Cash Surrender Value of Life Insurance
	The carrying amounts reported in the consolidated statements of financial condition for the cash surrender value of life insurance approximate those assets’ fair values.
(f)	Deposits and Advance Payments by Borrowers for Taxes
	The fair values for interest-bearing and noninterest-bearing negotiable order of withdrawal accounts, savings accounts, and money market accounts are, by definition, equal to the amount payable on

(continued)

F-25

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

	demand at the reporting date (i.e., their carrying amounts). The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit. The advance payments by borrowers for taxes are equal to their carrying amounts at the reporting date.
(g)	FHLB Advances
	Fair values for FHLB advances are estimated using a discounted cash flow calculation that applies current interest rates to estimated future cash flows of the advances.
(h)	Accrued Interest Payable
	For accrued interest payable, the carrying amount is a reasonable estimate of fair value.

(continued)

F-26

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

(i)	Commitments to Extend Credit and Standby Letters of Credit
	Commitments to extend credit and standby letters of credit are generally not marketable. Furthermore, interest rates on any amounts drawn under such commitments would be generally established at market rates at the time of the draw. Fair values for the Bank’s commitments to extend credit and standby letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the counterparty’s credit standing, and discounted cash flow analyses.
(j)	Obligations under Capital Leases
	The fair value of obligations under capital leases is determined using a present value of future minimum lease payments discounted at the current interest rate at the time of lease inception.

The carrying amounts and fair values of the Bank’s financial instruments consist of the following at March 31, 2005 and June 30, 2004 and 2003:

	March 31,				June 30,
	2005				2004				2003
	Carrying		Fair		Carrying		Fair		Carrying		Fair
	amount		value		amount		value		amount		value
Cash and cash equivalents	$	17,617,090		17,617,090		19,391,669		19,391,669		28,767,254		28,767,254
Mortgage-related securities		55,749,303		55,749,303		77,818,962		77,818,962		75,756,724		75,756,724
Debt securities		31,530,807		31,530,807		21,729,911		21,729,911		14,695,709		14,695,709
Loans receivable		1,172,534,449		1,170,299,155		1,063,593,992		1,062,687,786		940,053,153		942,683,660
FHLB stock		13,909,500		13,909,500		13,321,500		13,321,500		8,657,800		8,657,800
Cash surrender value of life insurance		21,701,138		21,701,138		20,980,507		20,980,507		19,609,773		19,609,773
Accrued interest receivable		1,137,857		1,137,857		915,984		915,984		1,003,135		1,003,135
Deposits		1,086,262,653		1,086,262,653		1,035,587,947		1,041,135,138		909,490,938		922,773,817
Advance payments by borrowers for taxes		7,667,491		7,667,491		14,445,984		14,445,984		13,649,304		13,649,304
FHLB advances		106,162,292		105,395,717		60,000,000		60,000,000		60,000,000		60,000,000
Accrued interest payable		2,324,261		2,324,261		1,704,718		1,704,718		1,372,219		1,372,219
Obligations under capital leases		3,422,886		3,422,886		—		—		—		—
Commitments to extend credit		—		*		—		*		—		*
Standby letters of credit		6,971		6,791		14,896		14,895		1,368		1,368

^* Amount not material

(continued)

F-27

WAUWATOSA SAVINGS BANK AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine-months ended March 31, 2005 and 2004 and years ended June 30, 2004, 2003 and 2002

(Information with respect to the nine-month periods ended March 31, 2005 and 2004 is unaudited)

(12) Segments and Related Information

The Bank is required to report each operating segment, based on materiality thresholds of ten percent or more, certain amounts such as revenue. Additionally, the Bank is required to report separate operating segments until the revenue attributable to such segments is at least 75% of total consolidated revenue. The Bank provides a broad range of financial services to individuals and companies in southeastern Wisconsin. These services include demand, time, and savings products and commercial and retail lending. While the Bank chief decision maker monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a bankwide basis. Since the Bank’s business units have similar basic characteristics in the nature of the products, production processes, and type or class of customer for products or services, and do not meet materiality thresholds based on the requirements of reportable segments, these business units are considered one operating segment.

(3) Plan of Reorganization (Unaudited)

The Bank’s Board of Directors adopted the Plan of Reorganization and related Stock Issuance Plan on May 17, 2005, as amended on June 3, 2005, under which Wauwatosa Holdings and Lamplighter Financial, MHC, a Wisconsin-chartered mutual holding company, will be formed. Wauwatosa Holdings will issue a minority of its common stock to persons other than the MHC. Upon completion of the reorganization, the MHC will own a majority of the outstanding shares of common stock of Wauwatosa Holdings and Wauwatosa Holdings will own 100% of the common stock of the Bank. The Bank, Wauwatosa Holdings and the MHC will all be chartered by the state of Wisconsin.

Wauwatosa Holdings intends to sell 30% of its outstanding common stock to eligible persons in a registered stock offering. Additionally, Wauwatosa Holdings will contribute 1.65% of the outstanding shares to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation, a currently existing charitable foundation to which the Bank has previously made donations of cash. The remaining 68.35% will be owned by the MHC. Completion of the reorganization and stock offering must be approved by the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation and the establishment of Wauwatosa Holdings and the MHC must be approved by the Federal Reserve Board. Applications for approval have been made and approval is anticipated.

Some of the proceeds from the offering will be loaned to a newly formed employee stock ownership plan to fund its purchase of approximately 8% of the total shares sold in the offering and those contributed to the charitable foundation.

(continued)

F-28

Wauwatosa Holdings, Inc.

Holding Company for Wauwatosa Savings Bank

7,935,000 Shares of Common Stock
(Subject to Increase to up to 9,125,250 Shares)

_______________

PROSPECTUS

_______________

Keefe, Bruyette & Woods

_____________ __, 2005

Until the later of ___________ 2005 or [90 days] after the commencement of the offering, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Legal Fees and Expenses	$	550,000
Accounting Fees and Expenses		125,000
Appraisal and Business Plan Fees and Expenses		115,000
Conversion Agent		77,000
Printing, Postage and Mailing Expenses		200,000
Processing Expenses		20,000
Stock Certificate Expenses		5,000
Transfer Agent and Registrar Fees and Expenses		15,000
Marketing Agent Fees and Expenses		800,000
Filing Fees (Wisconsin Department of Financial Institutions, FDIC, NASD, Nasdaq, FRB and SEC)		160,000
Other		47,000
*Total	$	2,114,000

* Wauwatosa Savings Bank has retained Keefe, Bruyette & Woods, Inc. to assist in the sale of common stock on a best efforts basis in the offering. Fees are estimated at the midpoint of the offering range.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is being incorporated under the Wisconsin Business Corporation Law (“WBCL”). Under Section 180.0851(1) of the WBCL, the Registrant is required to indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if such person was a party because he or she was a director or officer of the Registrant. In all other cases, the Registrant is required by Section 180.0851(2) of the WBCL to indemnify a director or officer against liability incurred in a proceeding to which such person was a party because he or she was an officer or director of the Registrant, unless it is determined that he or she breached or failed to perform a duty owed to the Registrant and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL provides that, subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under the Registrant’s articles of incorporation, bylaws, a written agreement or a resolution of the Board of Directors or shareholders.

     Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities.

     Section 180.0828 of the WBCL provides that, with certain exceptions, a director is not liable to a corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the four exceptions to mandatory indemnification under Section 180.0851(2) referred to above.

1

     Under Section 180.0833 of the WBCL, directors of the Registrant against whom claims are asserted with respect to the declaration of an improper dividend or other distribution to shareholders to which they assented are entitled to contribution from other directors who assented to such distribution and from shareholders who knowingly accepted the improper distribution, as provided therein.

     The Registrant’s Bylaws contain provisions that generally parallel the indemnification provisions of the WBCL, make mandatory certain of the permissive indemnities and cover certain procedural matters which are not dealt with in the WBCL. Directors and officers of the Registrant are also covered by directors’ and officers’ liability insurance under which they are insured (subject to certain exceptions and limitations specified in the policy) against expenses and liabilities arising out of proceedings to which they are parties by reason of being or having been directors or officers.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

     Not Applicable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     See the Exhibit Index following the Signatures page in this Registration Statement, which Exhibit Index is incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

(a) The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 14 of this

2

Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

3

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wauwatosa, State of Wisconsin, on June 10, 2005.

WAUWATOSA HOLDINGS, INC.
(Registrant)
By:	/s/ Donald J. Stephens
Donald J. Stephens
President and Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes Donald J. Stephens, Richard C. Larson, and Barbara J. Coutley, or any one or more of them, as attorneys-in-fact, with full power of substitution, to execute in the name and on behalf of such person, individually and in each capacity stated below or otherwise, and to file, any and all amendments, including without limitation post-effective amendments, to this registration statement, and to take all other action necessary or appropriate in connection therewith on behalf of the undersigned.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated and on the date indicated.*

Signature and Title

/s/ Donald J. Stephens	/s/ Richard C. Larson
Donald J. Stephens, Chairman, President,	Richard C. Larson, Chief Financial Officer
Chief Executive Officer and Director	(Principal Financial Officer and
(Principal Executive Officer)	Principal Accounting Officer)
/s/ Barbara J. Coutley	/s/ Thomas E. Dalum
Barbara J. Coutley, Director	Thomas E. Dalum, Director
/s/ Michael L. Hansen	/s/ Patrick S. Lawton
Michael L. Hansen, Director	Patrick S. Lawton, Director
/s/ Stephen J. Schmidt
Stephen J. Schmidt, Director

* Each of the above signatures is affixed as of June 10, 2005.

S-1

WAUWATOSA HOLDINGS, INC.
(the “Registrant”)

EXHIBIT INDEX
TO
FORM S-1

The following exhibits are filed with, or incorporated by reference in, this Registration Statement on Form S-1:

		Incorporated Herein	Filed
Exhibit	Description	By Reference To	Herewith
1.1	Form of Agency Agreement between Wauwatosa Savings Bank and Keefe, Bruyette & Woods, Inc.		[To be filed by amendment]
1.2	Engagement Letter between Wauwatosa Savings Bank and Keefe, Bruyette & Woods, Inc.		X
2.1	Plan of Reorganization from Mutual Savings Bank to Mutual Holding Company of Wauwatosa Savings Bank, as adopted on May 17, 2005 and amended on June 3, 2005 (the “Plan”)		X
3.1	Proposed Articles of Incorporation of the Registrant		X
3.2	Proposed Bylaws of the Registrant		X
4.1	Form of Common Stock Certificate of Wauwatosa Holdings, Inc.		X
5.1	Form of Opinion of Quarles & Brady LLP on the legality of the securities being registered		X
8.1	Form of Opinion of Quarles & Brady LLP on certain federal income tax matters		X
8.2	Form of Opinion of Quarles & Brady LLP on certain State of Wisconsin income tax matters		X
10.1	Wauwatosa Savings Bank Employee Stock Ownership Plan and Trust		X
10.2	Supplemental Retirement Benefit Plan between Wauwatosa Savings Bank and Donald J. Stephens		X
16.1	Letter from Ernst & Young LLP		X
21.1	Subsidiaries of the Registrant		X
23.1	Consent of KPMG LLP		X
23.2	Consent of Ernst & Young LLP		X
23.3	Consents of Quarles & Brady LLP	Contained in Exhibits 5.1, 8.1 and 8.2

E-1

		Incorporated Herein	Filed
Exhibit	Description	By Reference To	Herewith
23.4	Consent of RP Financial, LC.		X
24.1	Powers of Attorney	Signature Page
99.1	Engagement Letter between Wauwatosa Savings Bank and RP Financial, LC regarding business plan services		X
99.2	Engagement Letter between Wauwatosa Savings Bank and RP Financial, LC regarding appraisal services		X
99.3	RP Financial Preliminary Appraisal, dated as of May 20, 2005. †		X
99.4	Engagement Letter between Wauwatosa Savings Bank and Crowe Chizek and Company LLC		X
99.5	Stock Order and Acknowledgement Form		X
99.6	Forms of Marketing Materials		X
99.7	Form of Wauwatosa Savings Bank proxy materials		X

† Portions of this exhibit have been filed through EDGAR. The entire exhibit has been filed in paper format.

E-2

EX-1.2

Exhibit 1.2

[Keefe, Bruyette & Woods, Inc. Letterhead]

April 19, 2005

Mr. Donald J. Stephens
Chairman, President & Chief Executive Officer
Wauwatosa Savings Bank
11200 W. Plank Court
Wauwatosa, WI 53226

Dear Mr. Stephens:

This proposal is being submitted in connection with the proposed minority stock offering (the “Offering”) by a new holding company (the “Company”), the mid-tier stock holding company of Wauwatosa Savings Bank (the “Bank”). The Company and the Bank are referred to collectively as the “Company”. The Offering will be made pursuant to the Company’s Stock Issuance Plan (the “Plan”) to eligible depositors and others in a Subscription Offering, with any remaining shares offered to the general public in a Community Offering.

Keefe, Bruyette and Woods, Inc. (“KBW”) will act as the Company’s exclusive financial advisor and marketing agent in connection with the Offering. This letter sets forth selected terms and conditions of our engagement.

1. Advisory/Offering Services. As the Company’s financial advisor and marketing agent, KBW will provide the Company with a comprehensive program of services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. KBW will provide financial and logistical advice to Company concerning the Conversion and related issues. KBW will provide Offering enhancement services intended to maximize stock sales in the Subscription Offering and to residents of the Bank’s market area, if necessary, in the Community Offering.

KBW shall provide financial advisory services to the Company which are typical in connection with an equity offering and include, but are not limited to, overall financial analysis of the Company with a focus on identifying factors which impact the valuation of the common stock.

Additionally, post Offering financial advisory services will include advice on shareholder relations, after-market trading, dividend policy (for both regular and special dividends), stock repurchase strategies and communication with market makers. Prior to the closing of the Offering, KBW shall furnish to client a Post-Offering reference manual, which will include specifics relative to these items. (The nature of the services to be provided by KBW as the Company’s financial advisor and marketing agent is further described in Exhibit A attached hereto.)

2. Preparation of Offering Documents. The Company and its counsel will draft the

Mr. Donald J. Stephens
April 19, 2005
Page 2 of 5

registration statement, Offering application, prospectus and other documents to be used in connection with the Offering. KBW will attend meetings to review these documents and will advise you on their form and content. KBW and its counsel will draft an appropriate agency agreement and related documents as well as marketing materials other than the prospectus.

3. Due Diligence Review. Prior to filing the registration statement, Offering application or any offering or other documents naming KBW as the Company’s financial advisor and marketing agent, KBW and its representatives will undertake substantial investigations to learn about the Bank’s and Company’s business and operations (“due diligence review”) in order to confirm information provided to us and to evaluate information to be contained in the Company’s offering documents. The Company and the Bank agree that they will make available to KBW all relevant information, whether or not publicly available, which KBW reasonably requests, and will permit KBW to discuss with management the operations and prospects of the Bank. KBW will treat all material non-public information as confidential. The Company acknowledges that KBW will rely upon the accuracy and completeness of all information received from the Company, its officers, directors, employees, agents and representatives, accountants and counsel, including this letter to serve as the Company’s financial advisor and marketing agent.

4. Regulatory Filings. The Bank and/or the Company will cause appropriate Offering documents to be filed with all regulatory agencies including the Securities and Exchange Commission (“SEC”), the National Association of Securities Dealers (“NASD”), the Federal Deposit Insurance Corporation (“FDIC”), the Wisconsin Department of Financial Institutions (the “Department”), the Federal Reserve Board and such state securities commissioners as may be determined by the Company.

5. Agency Agreement. The specific terms of KBW’s services, including stock offering enhancement and syndicated offering services contemplated in this letter shall be set forth in a mutually agreed upon Agency Agreement between KBW and the Bank and the Company to be executed prior to commencement of the Offering, and dated the date that the Company’s prospectus is declared effective and/or authorized to be disseminated by the appropriate regulatory agencies, the SEC, the NASD, the FDIC, the Department, the FRB and such state securities commissioners and other regulatory agencies as required by applicable law.

6. Representations, Warranties and Covenants. The Agency Agreement will include representations, warranties and covenants mutually agreeable to the Company and KBW, and will provide that the Company will indemnify KBW and its controlling persons (and, if applicable, the members of the selling group and their controlling persons), and that KBW will indemnify the Bank and the Company against certain liabilities including, without limitation, liabilities under the Securities Act of 1933.

Mr. Donald J. Stephens
April 19, 2005
Page 3 of 5

7. Fees. For the services hereunder, the Company shall pay the following fees to KBW at closing unless stated otherwise:

(a)	Management Fee. A Management Fee of $100,000 payable in four consecutive monthly installments of $25,000 commencing with the adoption of the Plan. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of KBW, KBW shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred.
(b)	Success Fee: A Success Fee of 1.00% shall be charged based on the aggregate Purchase Price of Common Stock sold in the Offering excluding shares, contributed to a foundation, purchased by the Bank’s officers, directors, or employees (or members of their immediate family) plus any ESOP, tax-qualified or stock based compensation plans (except IRA’s) or similar plan created by the Bank or the Company for some or all of their directors or employees. In addition, $50,000 of fees already paid to KBW pursuant to the letter agreement between KBW and the Bank, dated August 9, 2004, will be applied against the Success Fee.
(c)	Broker-Dealer Pass-Through. If any shares of the Company’s stock remain available after the Subscription Offering and Community Offering, at the request of the Company, KBW will seek to form a syndicate of registered broker-dealers to assist in the sale of such common stock on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement. KBW will endeavor to distribute the common stock among dealers in a fashion which best meets the distribution objectives of the Company and the Plan. KBW will be paid a fee not to exceed 5.5% of the aggregate Purchase Price of the shares of common stock sold by them. From this fee, KBW will pass onto selected broker-dealers, who assist in the syndicated community, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of a broker/dealer other than KBW shall be transmitted by KBW to such broker/dealer. The decision to utilize selected broker-dealers will be made by the Company upon consultation with KBW. In the event, with respect to any stock purchases, fees are paid pursuant to this subparagraph 7(c), such fees shall be in lieu of, and not in addition to, payment pursuant to subparagraph 7(b).

8. Additional Services. KBW further agrees to provide financial advisory assistance to the Company and the Bank for a period of one year following completion of the Offering, including formation of a dividend policy and share repurchase program, assistance with shareholder reporting and shareholder relations matters, general advice on mergers and acquisitions and other related

Mr. Donald J. Stephens
April 19, 2005
Page 4 of 5

financial matters, without the payment by the Company or the Bank of any fees in addition to those set forth in Section 7 hereof. Nothing in this letter agreement shall require the Company or the Bank to obtain such services from KBW. Following this initial one year term, if both parties wish to continue the relationship, a fee will be negotiated and an agreement entered into at that time.

9. Expenses. The Company will bear those expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, SEC, “Blue Sky,” and NASD filing and registration fees; the fees of the Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Offering; the fees set forth in Section 7; and fees for “Blue Sky” legal work. If KBW incurs expenses on behalf of Company, the Company will reimburse KBW for such expenses.

KBW shall be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers, provided such expenses do not exceed $30,000. The selection of KBW’s counsel will be done by KBW, with the approval of the Company. The Company will reimburse KBW for the fees of its counsel, not to exceed $50,000 and their reasonable expenses capped at $5,000. Counsel’s fees anticipate proceeding in a normal fashion without experiencing any significant unforeseen delays. The expenses of this paragraph assume that no resolicitation will occur. Any adjustments would be subject to your approval.

10. Conditions. KBW’s willingness and obligation to proceed hereunder shall be subject to, among other things, satisfaction of the following conditions in KBW’s opinion, which opinion shall have been formed in good faith by KBW after reasonable determination and consideration of all relevant factors: (a) full and satisfactory disclosure of all relevant material, financial and other information in the disclosure documents and a determination by KBW, in its sole discretion, that the sale of stock on the terms proposed is reasonable given such disclosures; (b) no material adverse change in the condition or operations of the Bank subsequent to the execution of the agreement; and (c) no adverse market conditions at the time of Offering which in KBW’s opinion make the sale of the shares by the Company inadvisable.

11. Benefit. This letter agreement shall inure to the benefit of the parties hereto and their respective successors and to the parties indemnified pursuant to the terms and conditions of the Agency Agreement and their successors, and the obligations and liabilities assumed hereunder by the parties hereto shall be binding upon their respective successors; provided, however, that this letter agreement shall not be assignable by KBW.

12. Definitive Agreement. This letter agreement reflects KBW’s present intention of proceeding to work with the Company on its proposed Offering. It does not create a binding obligation on the part of the Bank, the Company or KBW except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of

Mr. Donald J. Stephens
April 19, 2005
Page 5 of 5

which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this letter agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW pursuant to this engagement is rendered for use solely by the Company and its agents in connection with the Offering. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent.

KBW acknowledges that in offering the Company’s stock no person will be authorized to give any information or to make any representation not contained in the Offering prospectus and related Offering materials filed as part of a registration statement to be declared effective in connection with the Offering. Accordingly, KBW agrees that in connection with the Offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience.

If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned.

Very truly yours,

KEEFE, BRUYETTE & WOODS, INC.

By:	/s/ Douglas L. Reidel
	Douglas L. Reidel
	Managing Director
WAUWATOSA SAVINGS BANK
By:	/s/ Richard C. Larson	Date: 4/27/05
	Richard C. Larson
	Chief Financial Officer

EXHIBIT A

STOCK OFFERING SERVICES PROPOSAL
TO WAUWATOSA SAVINGS BANK

KBW provides thrift institutions converting from the mutual to stock form of ownership or conducting mutual holding company minority stock offerings with a comprehensive program of stock issuance services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the stock issuance services, if appropriate, we propose to perform on behalf of the Company.

General Services

Assist management and legal counsel in structuring the transaction.

Review and comment on the Stock Issuance Plan.

Analyze and make recommendations on bids from printing, transfer agent, and appraisal firms.

Assist officers and directors in obtaining bank loans to purchase stock, if requested.

Assist in drafting and distribution of press releases as required or appropriate.

Review and comment on the prospectus and any business plan prepared in connection with the Offering.

Stock Offering Enhancement Services

Establish and manage Stock Information Center at the Bank. Stock Information Center personnel will track prospective investors; record stock orders; mail order confirmations; provide the Bank’s senior management with daily reports; answer customer inquiries; and handle special situations as they arise.

Assign KBW’s personnel to be at the Bank through completion of the Subscription and Community Offerings to manage the Stock Information Center, meet with prospective shareholders at individual and community information meetings (if applicable), solicit local investor interest through a tele-marketing campaign, answer inquiries, and otherwise assist in the sale of stock in the Subscription and Community Offerings. This effort will be lead by a Principal of KBW.

Create target investor list based upon review of the Bank’s depositor base.

Assist in soliciting proxies for approval of the Offering, including the preparation and mailing of proxygram(s), discussions with members to solicit their support, preparation of reports to enhance the focus on unvoted proxies, and other actions necessary to achieve the vote required.

Provide intensive financial and marketing input for drafting of the prospectus.

Stock Offering Enhancement Services- Continued

Prepare other marketing materials, including prospecting letters and brochures, and media advertisements.

Arrange logistics of community information meeting(s) as required.

Prepare audio-visual presentation by senior management for community information meeting(s).

Prepare management for question-and-answer period at community information meeting(s).

Attend and address community information meeting(s) and be available to answer questions.

Broker-Assisted Sales Services.

Arrange for broker information meeting(s) as required.

Prepare audio-visual presentation for broker information meeting(s).

Prepare script for presentation by senior management at broker information meeting(s).

Prepare management for question-and-answer period at broker information meeting(s).

Attend and address broker information meeting(s) and be available to answer questions.

Produce confidential broker memorandum to assist participating brokers in selling the Company’s common stock.

After-market Support Services.

KBW will use their best efforts to secure trading and on-going research commitment from at least two NASD firms, one of which will be Keefe, Bruyette & Woods, Inc.

EX-2.1

EXHIBIT 2.1

PLAN OF REORGANIZATION
FROM MUTUAL SAVINGS BANK TO MUTUAL HOLDING
COMPANY

OF

WAUWATOSA SAVINGS BANK
Wauwatosa, Wisconsin

As adopted on May 17, 2005,
and amended on June 3, 2005

TABLE OF CONTENTS

RECITALS	1
ARTICLE I. DEFINITIONS	2
Associate	2
Capital Stock	2
Code	3
Common Stock	3
Community Offering	3
Conversion Transaction	3
Defined Benefit Pension Plan	3
Deposit Account	3
Director	3
Effective Date of the Reorganization	3
Eligible Account Holder	3
Eligibility Record Date	3
Employee Plans	3
Employee Stock Benefit Plan	3
FDIC	4
FDIC’s Mutual Holding Company Regulations	4
Foundation	4
FRB	4
HOLA	4
Interim 1	4
Interim 2	4
Members	4
Merger	4
MHC	4
Minority Stock Issuance Application	4
Minority Stock Offerings	5
Notice	5
Officer	5
Other Members	5
Person	5
Plan of Merger	5
Plan of Reorganization	5
Prospectus	5
Proxy Statement	5
Qualifying Deposit	5
Registration Statement	6

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Reorganization	6
RRPs	6
SEC	6
Special Meeting	6
Stock Bank	6
SHC	6
Stock Issuance Plan	6
Stock Offering	6
Stock Option Plan	7
Subscription Offering	7
Supplemental Eligibility Record Date	7
Supplemental Eligible Account Holder	7
Syndicated Community Offering	7
Voting Record Date	7
WDFI	7
WDFI’s Mutual Holding Company Regulations	7
WSB	7
ARTICLE II. BUSINESS PURPOSES FOR THE REORGANIZATION	8
ARTICLE III. CERTAIN EFFECTS OF THE REORGANIZATION; OWNERSHIP AND OPERATION OF SHC AND STOCK BANK; FUNDING OF CHARITABLE FOUNDTION	9
3.1 Reorganization Overview	9
3.2 Reorganization Structure	9
3.3 Notices and Applications	11
3.4 Operations; Directors	11
3.5 Retained Earnings	12
3.6 Stock Issuances	12
3.7 Funding of Charitable Foundation	12
3.8 Out-of-Market Deposit Accounts	12
ARTICLE IV. OPERATION AND OWNERSHIP OF THE STOCK BANK AND EFFECT ON RIGHTS OF MEMBERS	13
4.1 Membership Rights	13
4.2 Depository Accounts	13
4.3 Loans	13
ARTICLE V. OPERATION AND OWNERSHIP OF THE MHC AND EFFECT ON RIGHTS OF MEMBERS	13
5.1 Ownership	13

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5.2 Management	14
ARTICLE VI. CONDITIONS TO IMPLEMENTATION OF THE REORGANIZATION	14
ARTICLE VII. SPECIAL MEETING OF MEMBERS	15
7.1 Special Meeting	15
7.2 Proxy Statement	15
7.3 Vote Required	16
7.4 Effect of Approval	16
ARTICLE VIII. ARTICLES OF INCORPORATION AND BYLAWS OF THE MHC	16
ARTICLE IX. ARTICLES OF INCORPORATION AND BYLAWS OF THE SHC AND THE STOCK BANK	17
9.1 Stock Bank	17
9.2 SHC	17
ARTICLE X. ACCOUNTS AND LOANS SUBSEQUENT TO THE REORGANIZATION	17
10.1 Deposit Accounts	17
10.2 Loans	17
ARTICLE XI. RIGHTS OF MEMBERS OF THE MHC	17
ARTICLE XII. CONVERSION OF MHC TO STOCK FORM	18
ARTICLE XIII. TIMING OF THE REORGANIZATION	18
ARTICLE XIV. MISCELLANEOUS	19
14.1 No Financing by WSB	19
14.2 Interpretations Final	19
14.3 Expenses	19
14.4 Amendments; Termination	19

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APPENDICES

A. PLAN OF STOCK ISSUANCE

B. PLAN OF MERGER

C. ARTICLES OF INCORPORATION OF MHC

D. BYLAWS OF MHC

E. ARTICLES OF INCORPORATION OF STOCK BANK

F. BYLAWS OF STOCK BANK

G. ARTICLES OF INCORPORATION OF SHC

H. BYLAWS OF SHC

I. WSB BRANCH OFFICES

J. POLICY REGARDING REJECTION OF OUT-OF-MARKET DEPOSIT ACCOUNTS

K. FORM OF PROPOSED STOCK CERTIFICATE

L. FORM OF PROPOSED STOCK ORDER FORM

M. ESTIMATED EXPENSES OF REORGANIZATION AND STOCK OFFERING

[Appendices J through M have been omitted from version filed with the SEC.]

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     THIS PLAN OF REORGANIZATION is adopted by the Board of Directors of Wauwatosa Savings Bank, Wauwatosa, Wisconsin (“WSB”), a Wisconsin-chartered mutual savings bank, on May 17, 2005, and amended on June 3, 2005, under which WSB proposes to reorganize into the mutual holding company form of organization and operate as an indirect subsidiary of a mutual holding company.

RECITALS

     WHEREAS, as a result of the Reorganization, WSB will establish Lamplighter Financial, MHC (“MHC”) as a Wisconsin-organized mutual holding company, and all of the current ownership and voting rights of the Members of WSB will become the rights of Members of the MHC. The Reorganization of WSB into the mutual holding company structure includes the conversion of WSB to a Wisconsin stock savings bank (“Stock Bank”) and the formation of Wauwatosa Holdings, Inc., a Wisconsin corporation, which will be the middle tier stock holding company (“SHC”). SHC will be a majority-owned subsidiary of the MHC, and Stock Bank will be a wholly-owned subsidiary of SHC.

     WHEREAS, in adopting this Plan, the Board of Directors has determined that the Reorganization is in the best interests of WSB and its Members. Formation of the MHC under Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“FRB”) and Wisconsin Department of Financial Institutions (“WDFI”) regulations presents WSB with a method of preserving the mutual form of organization, while positioning WSB to be an active and effective participant in the rapidly changing financial services industry. Formation of SHC as a mid-tier holding company will permit the SHC to issue Capital Stock, which is a source of capital that is not available to mutual savings associations.

     WHEREAS, the mutual holding company provides flexibility in structuring mergers and acquisitions, and will give the opportunity to retain acquired institutions as separate subsidiaries. The MHC also will be able to acquire other types of financial institutions and make investments not now available to WSB.

     WHEREAS, subject to the approval of the Board of Directors of the SHC, the FDIC, and the WDFI and registration with the SEC, the SHC will be authorized to issue Common Stock in one or more Minority Stock Offerings to persons other than the MHC in an aggregate amount less than 50 percent of the total outstanding SHC Common Stock.

     WHEREAS, contemporaneously with or immediately following the Reorganization and subject to the approval of the FDIC, FRB and WDFI, the SHC intends to issue approximately 32 percent of its Common Stock in a Stock Offering pursuant to a Stock Issuance Plan adopted by the Board of Directors of WSB on May 17, 2005. The Stock Issuance Plan is attached hereto as Appendix A and is incorporated

herein by reference. The closing of the Stock Offering is expected to occur contemporaneously with or as soon as possible following the closing of the Reorganization.

     WHEREAS, as part of the Reorganization, the SHC intends to issue Common Stock as a contribution to the Foundation to complement WSB’s existing community reinvestment activities, to share with WSB’s local community a part of WSB’s financial success and to enhance WSB’s public profile, all to the benefit of WSB.

     WHEREAS, implementation of this Plan of Reorganization is subject to, among other conditions, the prior written approval of the FDIC and WDFI and must be approved by the affirmative vote of a majority of the total number of votes entitled to be cast by Members of WSB at the Special Meeting.

     NOW, THEREFORE, in consideration of the recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:

ARTICLE I
DEFINITIONS

     When used in this Plan of Reorganization, the following terms shall have the meanings specified:

     Associate. “Associate,” when used to indicate a relationship with any Person, shall mean:

          (a) any corporation or organization (other than WSB or a majority-owned subsidiary of WSB, SHC or the MHC) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities; and

          (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, except that the term “Associate” does not include any Employee Plan in which a Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; and

          (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a Director or Officer of the SHC, WSB, the MHC, or any of their Subsidiaries.

     Capital Stock. “Capital Stock” shall mean any and all authorized shares of common stock, par value $.01 per share, of the SHC.

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     Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.

     Common Stock. “Common Stock” shall mean all of the shares of Capital Stock offered and sold by the SHC in the Stock Offering, contributed by the SHC to the Foundation, or issued to the MHC contemporaneously with or immediately following the Reorganization pursuant to the Stock Issuance Plan, which Common Stock will not be insured by the FDIC or any other government agency.

     Community Offering. “Community Offering” shall mean the offering for sale of shares of Common Stock to certain members of the general public under the terms of the Stock Issuance Plan concurrently with or after completion of the Subscription Offering, to the extent shares of Common Stock remain available after satisfying all subscriptions received in the Subscription Offering.

     Conversion Transaction. Defined in Section 12.1 hereof.

     Defined Benefit Pension Plan. “Defined Benefit Pension Plan” shall mean the Wisconsin Financial Institutions Employees’ Defined Benefit Pension Plan, in the form in which WSB participates.

     Deposit Account. “Deposit Account” shall mean any monetary interest that a Member maintains in WSB, including demand deposits, certificates of deposit, or other deposits or savings accounts, including money market deposit accounts and negotiable order of withdrawal account.

     Director. “Director” shall mean a member of the Board of Directors of WSB, but does not include an advisory director, honorary director, director emeritus or person holding a similar position unless such person is otherwise performing functions similar to those of a member of the Board of Directors of WSB.

     Effective Date of the Reorganization. “Effective Date of the Reorganization” shall mean the date and time at which all of the conditions to the Reorganization are satisfied.

     Eligible Account Holder. “Eligible Account Holder” shall mean the holder of a Qualifying Deposit of WSB on the Eligibility Record Date.

     Eligibility Record Date. “Eligibility Record Date” shall mean April 30, 2004.

     Employee Plans. “Employee Plans” shall mean any Employee Stock Benefit Plans, RRPs and Stock Option Plans approved by the Board of Directors of WSB or the SHC.

     Employee Stock Benefit Plan. “Employee Stock Benefit Plan” shall mean any defined benefit plan or defined contribution plan of WSB, the SHC or the MHC, other

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than an RRP, such as an employee stock ownership plan, employee stock bonus plan, profit sharing plan or other plan, which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Code; provided, however, that such term shall not include the Defined Benefit Pension Plan.

     FDIC. “FDIC” shall mean the Federal Deposit Insurance Corporation.

     FDIC’s Mutual Holding Company Regulations. “FDIC’s Mutual Holding Company Regulations” means the regulations of the FDIC governing mutual holding company formations, as set forth at 12 C.F.R. §§ 303.160 – 303.163 and 333.4.

     Foundation. “Foundation” shall mean a charitable foundation that will qualify as an exempt organization under Section 501(c)(3) of the Code and that meets the other qualifications contained in 12 C.F.R. §§ 563b.550 to 563b.575, the funding of which is contemplated by this Plan.

     FRB. “FRB” shall mean the Board of Governors of the Federal Reserve System.

     HOLA. “HOLA” shall mean the Home Owners’ Loan Act, as amended.

     Interim 1. “Interim 1” shall mean Wauwatosa Interim 1 Stock Savings Bank, an interim Wisconsin stock savings bank being formed to effect the Reorganization, which will become the MHC as a result of the Reorganization.

     Interim 2. “Interim 2” shall mean Wauwatosa Interim 2 Stock Savings Bank, an interim Wisconsin stock savings bank being formed to effect the Reorganization, which will be merged out of existence in connection with the Merger.

     Members. “Members” shall mean all persons or entities who qualify as members of WSB pursuant to WSB’s articles of incorporation or bylaws as in effect prior to the Reorganization. When referring to Members of the MHC, the term Members means (i) members of WSB who become members of the MHC as a result of the Reorganization; and (ii) persons who become depositors of the Stock Bank after the Reorganization.

     Merger. “Merger” shall mean the merger of Interim 2 with and into the Stock Bank, with the Stock Bank being the surviving organization, pursuant to the terms of the Plan of Merger.

     MHC. “MHC” shall mean the Wisconsin-incorporated mutual holding company resulting from the Reorganization, which shall be known as “Lamplighter Financial, MHC.”

     Minority Stock Issuance Application. “Minority Stock Issuance Application” shall mean the application for approval of a minority stock issuance by a savings

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association subsidiary of a mutual holding company to be submitted by WSB to the FDIC and WDFI for approval.

     Minority Stock Offerings. “Minority Stock Offerings” shall mean one or more offerings to persons other than the MHC. The Minority Stock Offerings shall aggregate less than 50 percent of the outstanding Common Stock of the SHC.

     Notice. “Notice” shall mean the notice of mutual holding company reorganization to be submitted by WSB to the FDIC and the WDFI to notify the FDIC and the WDFI of the Reorganization, which will include the Proxy Statement.

     Officer. “Officer” shall mean an executive officer of WSB, which includes the Chairman of the Board (if determined by the Board of WSB to be an executive position), President, Vice Presidents, Secretary, Treasurer or principal financial officer, Comptroller or principal accounting officer, and any other person performing similar functions.

     Other Members. “Other Members” shall mean Members of WSB (other than Eligible Account Holders and Supplemental Eligible Account Holders) as of the close of business on the Voting Record Date.

     Person. “Person” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or a government or any political subdivision thereof.

     Plan of Merger. “Plan of Merger” shall mean the Plan of Merger between Stock Bank and Interim 2, which is attached hereto as Appendix B.

     Plan of Reorganization. “Plan of Reorganization” shall mean this Plan of Reorganization, as adopted by the Board of Directors of WSB, and as may be subsequently amended from time to time, under the terms of which the Reorganization will occur.

     Prospectus. “Prospectus” shall mean the prospectus forming part of the Registration Statement.

     Proxy Statement. “Proxy Statement” shall mean the materials utilized by WSB to solicit proxies in connection with the vote by Members on the Plan of Reorganization at the Special Meeting.

     Qualifying Deposit. “Qualifying Deposit” shall mean the total of the deposit balances of the Deposit Accounts of an Eligible Account Holder or Supplemental Eligible Account Holder in WSB as of the close of business on the Eligibility Record Date or, in the case of a Supplemental Eligible Account Holder, the Supplemental Eligibility Record Date, provided that Deposit Accounts of an Eligible Account Holder

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or Supplemental Eligible Account Holder with total deposit balances of less than $50 shall not constitute a Qualifying Deposit.

     Registration Statement. “Registration Statement” shall mean the Registration Statement of SHC filed with the SEC under the Securities Act of 1933 for purposes of registering Capital Stock of SHC to be issued pursuant to the Stock Issuance Plan.

     Reorganization. “Reorganization” shall mean the Reorganization of WSB into the MHC form of ownership, which includes, among other things, the organization of the SHC as a subsidiary of the MHC, and Stock Bank as a subsidiary of SHC, pursuant to the Plan of Reorganization.

     RRPs. “RRPs” shall mean any management recognition and retention plan(s) established by WSB or the SHC to induce certain Directors, Officers and employees of WSB to continue their service with the company following the Reorganization through awards of Capital Stock in accordance with the terms and conditions of the Stock Issuance Plan and the documents establishing the RRPs.

     SEC. “SEC” shall mean the Securities and Exchange Commission.

     Special Meeting. “Special Meeting” shall mean the special or annual meeting of Members of WSB called for the purpose of submitting this Plan of Reorganization for approval.

     Stock Bank. “Stock Bank” shall mean the Wisconsin-chartered stock savings bank resulting from the Reorganization as a continuation of WSB, which savings bank will be a wholly-owned subsidiary of the SHC following the Reorganization.

     SHC. “SHC” shall mean Wauwatosa Holdings, Inc., a Wisconsin corporation and MHC subsidiary holding company, or any permitted assignee thereof or successor thereto, which will own 100% of the shares of the Stock Bank, and in turn be not less than 50.1 percent owned by MHC.

     Stock Issuance Plan. “Stock Issuance Plan” shall mean the Stock Issuance Plan attached hereto as Appendix A, under which the SHC shall offer for sale up to 49.9 percent of its Common Stock.

     Stock Offering. “Stock Offering” shall mean the offering of the Common Stock to Persons other than the MHC, including those shares issued as a contribution to the Foundation and those shares issued on a priority basis as set forth in the Stock Issuance Plan, which offering is expected to occur concurrently with or as soon as possible following the Reorganization. Shares contributed to the Foundation and sold may not exceed 49.9% of the Common Stock outstanding. The remaining outstanding shares must be held by the MHC.

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     Stock Option Plan. “Stock Option Plan” shall mean any stock option plan adopted by WSB or SHC providing for grants of options to purchase Capital Stock to Directors, Officers and employees of WSB, the SHC and the MHC and their other subsidiaries in accordance with the terms and conditions of the Stock Issuance Plan and the documents establishing the Stock Option Plan.

     Subscription Offering. “Subscription Offering” shall mean the offering of shares of Common Stock to the Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members of WSB, and Directors, Officers and employees of WSB pursuant to the terms of the Stock Issuance Plan.

     Supplemental Eligibility Record Date. “Supplemental Eligibility Record Date” shall mean the last day of the calendar quarter preceding the approval of the Stock Issuance Plan by the FDIC and WDFI.

     Supplemental Eligible Account Holder. “Supplemental Eligible Account Holder” shall mean the holder of a Qualifying Deposit in WSB (other than an Officer or Director or their Associates) on the Supplemental Eligibility Record Date.

     Syndicated Community Offering. “Syndicated Community Offering” shall mean the best-efforts offering by broker-dealers who will offer shares of Common Stock to members of the general public, to the extent shares of Common Stock remain available after satisfying all subscriptions received in the Subscription Offering and all orders received in the Community Offering and accepted by the SHC.

     Voting Record Date. “Voting Record Date” shall mean the date fixed by the Board of Directors of WSB for determining the Members of WSB eligible to vote on the Plan of Reorganization at the Special Meeting, which date shall not be less than 10 nor more than 60 days prior to the date of the Special Meeting without the prior approval of the FDIC and WDFI.

     WDFI. “WDFI” shall mean the Wisconsin Department of Financial Institutions, Division of Banking or any successor thereto.

     WDFI’s Mutual Holding Company Regulations. “WDFI’s Mutual Holding Company Regulations” means the guidelines of the WDFI governing mutual holding company formations, as set forth at Section 214.0095 of the Wisconsin Statutes and Chapter DFI-SB 22 of the Wisconsin Administrative Code.

     WSB. “WSB” shall mean Wauwatosa Savings Bank, a Wisconsin mutual savings bank, including where appropriate any successor savings bank resulting from a conversion from a mutual savings bank to a stock savings bank.

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ARTICLE II
BUSINESS PURPOSES FOR THE REORGANIZATION

     WSB has several business purposes for undertaking the Reorganization.

          (a) The Reorganization will structure WSB in the stock form, which is used by commercial banks, most major commercial enterprises and many savings banks and savings associations. Formation of the SHC as a subsidiary of the MHC will permit the SHC to issue Capital Stock, which is a source of capital not available to mutual savings banks. This new capital will support WSB’s future growth and expanded operations as business needs dictate. The ability to attract new capital will enhance WSB’s ability to effect future acquisitions and investments, as well as increase the capabilities of WSB to address the needs of the communities it serves.

          (b) WSB’s mutual form of ownership will be preserved in the mutual holding company structure. As a mutual organization, the MHC will at all times indirectly control at least a majority of the Common Stock of the Stock Bank so long as the MHC remains in existence. The Reorganization will enable WSB to achieve the benefits of a stock company without a loss of control that often follows standard conversions from mutual to stock form.

          (c) WSB is committed to being a community-oriented institution, and the Board of Directors believes that the mutual holding company structure is best suited for this purpose. The Reorganization will not foreclose the opportunity of the MHC to convert from the mutual-to-stock form of organization in the future.

          (d) Formation of a mutual holding company also is expected to facilitate diversification of WSB’s activities.

          (e) Contemporaneously with or immediately following the Reorganization, the SHC expects to issue approximately 32 percent of its Common Stock in the Stock Offering at an aggregate price determined by an independent appraisal. The sale of Common Stock will provide the SHC with new equity capital, which will support future growth and expanded operations of WSB and any other subsidiaries. The ability to sell Capital Stock also will enable the SHC to increase its capital in response to changes in the regulatory capital requirements of the banking agencies. The sale of Capital Stock, together with the accumulation of earnings, after payment of any dividends, from year to year, will provide a means for the orderly preservation and expansion of the SHC’s capital base, and allows flexibility to respond to sudden and unanticipated capital needs.

          (f) As part of the Reorganization, the SHC intends to issue Capital Stock as a contribution to the Foundation to complement WSB’s existing community reinvestment activities and to share with WSB’s local community a part of WSB’s

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financial success, as set forth more fully in Section 3.7 of this Plan and the attached Stock Issuance Plan.

          (g) The ability of the SHC to issue Capital Stock also will enable the SHC to establish stock-based benefit plans for management and employees, including incentive stock option plans, stock award plans, and employee stock ownership plans, and will benefit the Members and the shareholders of SHC by creating employee incentives based on corporate and stock performance and enhance the ability to retain and attract qualified management.

          (h) The formation of the MHC also will allow the MHC to borrow funds, on a secured and unsecured basis, and to issue debt to the public or in a private placement. The proceeds of certain borrowings or debt issuance may be contributed to the Stock Bank or other subsidiaries as core capital for regulatory capital purposes. (WSB has not made a determination to borrow funds or issue debt at the present time, and there can be no assurance when, if ever, any such borrowing or debt issuance would occur, or whether it would be consummated on terms satisfactory to the MHC.)

ARTICLE III
CERTAIN EFFECTS OF THE REORGANIZATION;
OWNERSHIP AND OPERATION OF SHC AND STOCK BANK; FUNDING OF CHARITABLE FOUNDATION

     3.1 Reorganization Overview. The Reorganization of WSB will include: (1) the conversion of WSB to a Wisconsin stock savings bank (the Stock Bank); (2) the formation of a Wisconsin corporation stock holding company (the SHC); and (3) the formation of a Wisconsin mutual holding company (the MHC). As a result of the Reorganization, WSB will be 100% owned by the SHC. The SHC in turn will be a majority-owned subsidiary of the MHC at all times so long as the MHC remains in existence. The SHC will also issue stock representing a minority interest in the SHC to the public according to the terms of the Stock Issuance Plan.

     After the Reorganization is completed, the rights of the Members of WSB in WSB will become corresponding rights in the MHC, and the deposits in WSB shall remain deposits in WSB after the Reorganization.

     3.2 Reorganization Structure.

          (a) The Reorganization will be effected in the following manner, or in any other manner approved by the FDIC and WDFI that is consistent with the purposes of this Plan of Reorganization and applicable law. As part of the Reorganization:

               (i) WSB will form a wholly owned Wisconsin stock savings bank called Wauwatosa Interim 1 Stock Savings Bank (“Interim 1”).

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               (ii) Interim 1 will form two wholly owned subsidiaries. One will be a Wisconsin stock savings bank named Wauwatosa Interim 2 Stock Savings Bank (“Interim 2”). The other will be a Wisconsin stock business corporation named Wauwatosa Holdings, Inc., the SHC.

               (iii) The following transactions will occur substantially contemporaneously:

          (1) WSB converts to a Wisconsin stock savings bank, the Stock Bank, and adopts articles and bylaws appropriate for a Wisconsin stock savings bank;

          (2) Interim 1 converts from a stock savings bank to a Wisconsin mutual holding company, cancels its outstanding stock, adopts a charter and bylaws appropriate for a Wisconsin mutual holding company and changes its name to Lamplighter Financial, MHC;

          (3) Interim 2 merges with and into Stock Bank with Stock Bank surviving as a wholly owned subsidiary of MHC and the depositors of Stock Bank will exchange the shares of Stock Bank common stock constructively received in the conversion for membership interests in MHC. The depositors’ membership interests in MHC will continue for as long as they maintain deposit accounts at Stock Bank. The name of the Stock Bank will remain Wauwatosa Savings Bank; and

          (4) MHC will transfer all of the stock of Stock Bank to SHC, in exchange for voting stock of SHC, making Stock Bank a wholly owned direct subsidiary of SHC and an indirect subsidiary of MHC.

               (iv) The Deposit Accounts of the Members of WSB remain Deposit Accounts of Stock Bank.

               (v) Finally, SHC will issue stock in its initial public offering according to the Stock Issuance Plan. However, MHC will at all times continue to hold at least a majority of stock of SHC for so long as MHC is in existence.

          (b) Upon completion of the Reorganization, the legal existence of WSB will not terminate, but the Stock Bank will be a continuation of WSB, and all property of WSB including its right, title, and interest in and to all property of any kind and nature, interest and asset of every conceivable value or benefit then existing or pertaining to WSB (other than any assets of WSB transferred to the MHC or the SHC in connection with the Plan), or which would inure to WSB immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed, will vest in the Stock Bank. The Stock Bank will have, hold, and enjoy the same in its right and fully and to the same extent as the same was possessed, held, and enjoyed by WSB. The Stock Bank will continue to have, succeed to, assume and be responsible for all the rights, liabilities and obligations of WSB, will maintain its headquarters

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operations at WSB’s location at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and will maintain its branch offices at their current locations, as listed on Appendix I.

          (c) As a result of the transactions set forth above, (i) the Stock Bank will be a wholly-owned subsidiary of SHC, which will in turn be a wholly-owned subsidiary of the MHC until shares of Common Stock are issued under the Stock Issuance Plan, at which time the SHC will be a majority-owned subsidiary of the MHC, and (ii) the former members of WSB will become members of the MHC.

     3.3 Notices and Applications. WSB shall provide the FDIC and the WDFI, as appropriate, with written notice of the proposed Reorganization. Such notice shall include a copy of this Plan of Reorganization, the proposed articles of incorporation and bylaws for the MHC and the SHC and the articles of incorporation and bylaws for the Stock Bank upon consummation of the Reorganization and such other information as is required by applicable laws and regulations or as the FDIC or the WDFI may otherwise require. To the extent required by applicable laws and regulations or as the FDIC or WDFI may otherwise require, WSB shall provide public notice of its plan to reorganize. Such notice shall be made by means of the posting of a notice in a conspicuous place in each of WSB’s offices and the placing of an advertisement in a newspaper of general circulation in the community where WSB maintains its home office. In addition, WSB shall cause copies of the Plan of Reorganization to be made available at each of its offices for inspection by Members.

     Simultaneously with or as soon as practicable after WSB’s submission to the FDIC and WDFI of its written notice of the proposed Reorganization, such application(s) will be filed with the FRB and the WDFI with respect to the MHC and the SHC as may be necessary or appropriate with respect to the proposed acquisition of control, direct or indirect, of such entities over the Stock Bank, and WSB shall file such other applications or notices with the FDIC, the FRB, the WDFI or any other applicable regulatory authority, publish such notices and take such other actions as may be specified by applicable laws and regulations or as otherwise may be required to consummate the Reorganization.

     3.4 Operations; Directors. Upon completion of the Reorganization, the Stock Bank will be authorized to exercise any and all powers, rights and privileges of, and shall be subject to all limitations applicable to, a capital stock savings bank chartered under Chapter 214 of the Wisconsin Statutes. The initial Board of Directors of the Stock Bank will be the existing Board of Directors of WSB, although the terms of such Directors will be reordered to match the terms of such Directors as they will have on the Board of Directors of the SHC following the Reorganization. Thereafter, the holders of shares of the Stock Bank’s voting stock will elect the Stock Bank’s Board of Directors as provided in its Charter and Bylaws. It is expected that present management of WSB will continue as the management of the Stock Bank following the Reorganization.

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     3.5 Retained Earnings. The Reorganization will not result in any reduction in the amount of retained earnings (other than the assets of WSB contributed to the MHC and the SHC pursuant to Section 3.2), undivided profits, and general loss reserves that WSB had prior to the Reorganization. Such retained earnings and general loss reserves will be accounted for by the MHC, SHC and the Stock Bank on a consolidated basis in accordance with generally accepted accounting principles.

     3.6 Stock Issuances.

          (a) Following the Reorganization, the SHC will have the power to issue shares of its capital stock to persons other than the MHC. So long as the MHC is in existence, however, the MHC will be required to own at least a majority of the Common Stock of the SHC. The SHC will in turn wholly own the Stock Bank.

          (b) The SHC will be authorized to contribute Common Stock to the Foundation in accordance with Section 3.7 of this Plan and undertake one or more Minority Stock Offerings together aggregating less than 50 percent of the total outstanding Common Stock. The SHC expects to contribute Common Stock to the Foundation and offer for sale in the Stock Offering approximately 32 percent of its Common Stock contemporaneously with or immediately upon completion of the Reorganization, subject to approval of the FDIC and WDFI (and FRB, if necessary), and effectiveness with the SEC of the Registration Statement.

     3.7 Funding of Charitable Foundation .

          (a) As part of the Stock Offering, the SHC intends to issue to the Foundation as a contribution that percent of Common Stock issued in the Stock Offering that will have an aggregate Actual Issue Price of approximately $5,000,000 at the maximum, as adjusted, of the Offering Range (as such terms are defined in the Stock Issuance Plan). WSB, the SHC, or the MHC may also make a cash contribution to the Foundation. The Foundation is being funded in connection with the Stock Offering to complement WSB’s existing community reinvestment activities and to share with WSB’s local community a part of WSB’s financial success as a locally headquartered, community minded, financial services institution. The funding of the Foundation with Common Stock accomplishes this goal as it enables the community to share in the growth and profitability of the SHC and WSB over the long term.

          (b) The SHC will comply with all applicable statutes and regulations with respect to the SHC’s contribution of Common Stock to the Foundation and the Foundation’s operations for so long as the Foundation holds Common Stock.

     3.8 Out-of-Market Deposit Accounts. In connection with the Reorganization, the Board of Directors of WSB has adopted a policy regarding the rejection of out-of-

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market deposit accounts following the adoption of the Plan of Reorganization, which policy is attached as Appendix J to this Plan of Reorganization.

ARTICLE IV
OPERATION AND OWNERSHIP OF THE STOCK BANK AND
EFFECT ON RIGHTS OF MEMBERS

     4.1 Membership Rights. Upon the Effective Date of the Reorganization, the voting, ownership and liquidation rights of the Members of WSB will become the rights of Members of the MHC, subject to the conditions specified below.

     4.2 Depository Accounts. Each deposit account in WSB at the Effective Date of the Reorganization will become, without payment, a deposit account in the Stock Bank in the same amount and upon the same terms and conditions, except that the holder of each such deposit account will have ownership and membership rights with respect to the MHC rather than the Stock Bank for so long as the MHC is in existence and such holder maintains a deposit account with the Stock Bank as specified in Article V below. All insured deposit accounts of WSB that are transferred to the Stock Bank will continue to be federally insured up to the legal maximum by the FDIC in the same manner as deposit accounts existing in WSB immediately prior to the Reorganization. Any new deposit accounts established with the Stock Bank after the Reorganization will create member and liquidation rights in the MHC and will be federally insured up to the legal maximum by the FDIC.

     4.3 Loans. All loans and other borrowings from WSB shall retain the same status with the Stock Bank after the Reorganization as they had with WSB immediately prior to the Reorganization. Borrowers of WSB are not members of WSB solely by virtue of any borrowing relationship with WSB. Accordingly, borrowers of the Stock Bank shall not be members of the MHC after the Reorganization solely by means of any borrowing relationship after the Reorganization.

ARTICLE V
OPERATION AND OWNERSHIP OF THE MHC AND
EFFECT ON RIGHTS OF MEMBERS

     5.1 Ownership. Depositors who have membership or liquidation rights with respect to WSB under its existing articles of incorporation immediately prior to the Reorganization shall continue to have such rights solely with respect to the MHC after the Reorganization so long as the MHC is in existence and such persons remain depositors of the Stock Bank following the Reorganization. In addition, all persons who become depositors of the Stock Bank following the Reorganization will have membership and liquidation rights with respect to the MHC. The rights and powers of the MHC will be defined by the MHC’s charter and bylaws and by the statutory and regulatory provisions applicable to mutual holding companies.

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     5.2 Management. Following the Reorganization, the members of the Board of Directors of WSB will become the members of the Board of Directors of the MHC, although the terms of such Directors will be reordered to match the terms of such Directors as they will have on the Board of Directors of the SHC following the Reorganization. Thereafter, the directors of the MHC will be elected by the Members of the MHC, who will consist of the former Members of WSB and all persons who become depositors of the Stock Bank after the Reorganization. It is expected initially that management of the MHC will consist of certain senior management persons of WSB.

ARTICLE VI
CONDITIONS TO IMPLEMENTATION OF THE REORGANIZATION

     Consummation of the Reorganization is expressly conditioned upon the prior occurrence of the following.

          (a) The Plan of Reorganization is approved by at least 80% of the Board of Directors of WSB.

          (b) WSB has received all necessary approvals of the FDIC, the WDFI, and the FRB for:

               (i) the reorganization into mutual holding company form as contemplated in this Plan of Reorganization;

               (ii) the Stock Offering, including the SHC’s contribution of Common Stock to the Foundation;

               (iii) the establishment of the SHC; and

               (iv) the acquisition of control, direct and indirect, of the MHC and the SHC over the Stock Bank.

          (d) The Plan of Reorganization is submitted to Members pursuant to a Proxy Statement and form of proxy approved in advance by the FDIC and WDFI and the Plan of Reorganization and the SHC’s contribution of shares to the Foundation are each approved by a majority of the total number of votes entitled to be cast by Members of WSB at the Special Meeting.

          (e) All necessary approvals have been obtained from the FDIC, WDFI and the FRB in connection with the adoption of the charter and bylaws of the MHC, the SHC and the Stock Bank and the Merger, and all conditions specified or otherwise imposed by such regulatory organizations in connection with such matters have been satisfied.

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          (f) WSB has received either a private letter ruling of the Internal Revenue Service or an opinion of WSB’s counsel or public accounting firm as to the material federal income tax consequences of the Reorganization to the MHC, the Stock Bank, WSB and the Members.

          (g) WSB has received either a private letter ruling from the Wisconsin Department of Revenue or an opinion of WSB’s counsel or public accounting firm as to the material Wisconsin tax consequences of the Reorganization to the MHC, the Stock Bank, WSB and the Members.

          (h) The Registration Statement has been declared effective by the SEC.

          (i) The SHC has received all necessary approvals with respect to the quotation of the Common Stock on the NASDAQ stock market.

ARTICLE VII
SPECIAL MEETING OF MEMBERS

     7.1 Special Meeting. Upon receipt of all necessary approvals for the Reorganization, Stock Issuance, establishment of the SHC, and the acquisition of control, direct and indirect, of the MHC and the SHC over the Stock Bank, WSB shall convene a Special Meeting to approve the Plan of Reorganization in accordance with WSB’s mutual articles of incorporation and bylaws and the requirements of the FDIC’s Mutual Holding Company Regulations and the WDFI’s Mutual Holding Company Regulations.

     7.2 Proxy Statement. Promptly after receipt of the approvals referenced in Section 7.1 above and at least 10 but not more than 50 days prior to the Special Meeting, WSB shall distribute proxy solicitation materials to all Members and beneficial owners of Deposit Accounts held in fiduciary capacities where the beneficial owners possess voting rights, as of the Voting Record Date, pursuant to the terms of WSB’s mutual articles of incorporation and bylaws.

          (a) The proxy solicitation materials shall include the Proxy Statement to be used in connection with such solicitation and other documents authorized for use by the regulatory authorities and may also include a copy of this Plan of Reorganization, the Stock Issuance Plan and/or the Prospectus.

          (b) The Proxy Statement furnished to Members may be in summary form, provided that a statement is made in bold-face type that a more detailed description of the proposed transaction may be obtained by returning an enclosed postage prepaid card or other written communication requesting supplemental information. Without prior approval of the FDIC and the WDFI, the Special Meeting shall not be held less than 20 days after the last day on which the supplemental

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information statement is mailed to requesting Members. The supplemental information statement may be combined with the Prospectus if the Subscription Offering and Community Offering are commenced concurrently with or during the proxy solicitation of Members for the Special Meeting.

          (c) WSB also shall advise each Eligible Account Holder and Supplemental Eligible Account Holder not entitled to vote at the Special Meeting of the proposed Reorganization and the scheduled Special Meeting, and provide a postage prepaid card on which to indicate whether he or she wishes to receive the Prospectus, if the Subscription Offering is not held concurrently with the proxy solicitation.

     7.3 Vote Required. Pursuant to the FDIC’s Mutual Holding Company Regulations and the WDFI’s Mutual Holding Company Regulations, (i) an affirmative vote of a majority of the total number of votes eligible to be cast by the Members at the Special Meeting is required for approval of the Plan of Reorganization and (ii) an affirmative vote of a majority of the total number of votes eligible to be cast by the Members at the Special Meeting is required for approval of the SHC’s contribution of Common Stock to the Foundation. Voting may be in person or by proxy. WSB may not utilize a proxy that has been previously obtained from a Member to vote on matters to be presented at the Special Meeting. The FDIC and the WDFI shall be promptly notified of the actions of the Members.

     7.4 Effect of Approval. By voting in favor of the adoption of the Plan of Reorganization, the Members will be voting in favor of (a) the adoption by the Stock Bank of its Wisconsin capital stock savings bank charter and bylaws, which are attached hereto as Appendix E and F, respectively, (b) the adoption by the SHC of its articles of incorporation and bylaws, which are attached hereto as Appendix G and H, respectively, (c) the adoption by the MHC of its articles of incorporation and bylaws which are attached hereto as Appendix C and D, respectively; and (d) the Plan of Merger, which is attached hereto as Appendix B, and the transactions contemplated therein.

ARTICLE VIII
ARTICLES OF INCORPORATION AND BYLAWS OF THE MHC

     As part of the Reorganization, the MHC will be organized as a Wisconsin mutual holding company under Chapter 214 of the Wisconsin Statutes under the name “Lamplighter Financial, MHC” pursuant to the steps set forth in Section 3.2 of this Plan of Reorganization. Copies of the proposed articles of incorporation and bylaws of the MHC are attached hereto as Appendix C and D, respectively, and are made a part of the Plan of Reorganization. By their approval of the Plan of Reorganization, the Board of Directors of WSB has approved and adopted the articles of incorporation and bylaws of the MHC.

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ARTICLE IX
ARTICLES OF INCORPORATION AND BYLAWS OF
THE SHC AND THE STOCK BANK

     9.1 Stock Bank. As part of the Reorganization, articles of incorporation and bylaws of the Stock Bank shall be adopted to authorize the Stock Bank to operate as a Wisconsin capital stock savings bank. Copies of the proposed articles of incorporation and bylaws of the Stock Bank are attached hereto as Appendix E and F, respectively, and are made part of this Plan of Reorganization.

     9.2 SHC. As part of the Reorganization, articles of incorporation and bylaws of SHC shall be adopted to authorize SHC to operate as an MHC subsidiary holding company. Copies of the proposed articles of incorporation and bylaws of SHC are attached hereto as Appendix G and H, respectively, and are made part of this Plan of Reorganization.

ARTICLE X
ACCOUNTS AND LOANS SUBSEQUENT TO THE REORGANIZATION

     10.1 Deposit Accounts. Upon completion of the Reorganization, each Person having a Deposit Account at WSB prior to the Reorganization will continue to have a Deposit Account at the Stock Bank in the same amount and subject to the same terms and conditions (except for voting and liquidation rights) as in effect prior to the Reorganization. WSB intends at this time to continue to be a member of the Federal Home Loan Bank System and all of its insured savings deposits will continue to be insured by the FDIC through the Savings Association Insurance Fund to the extent provided by applicable law.

     10.2 Loans. All loans shall retain the same status with the Stock Bank after the Reorganization as they had with WSB prior to the Reorganization.

ARTICLE XI
RIGHTS OF MEMBERS OF THE MHC

     Following the Reorganization, all persons who had membership or liquidation rights with respect to WSB as of the Effective Date of the Reorganization will continue to have such rights solely with respect to the MHC. All existing proxies granted by Members of WSB to the Board of Directors of WSB shall automatically become proxies granted to the Board of Directors of the MHC. In addition, all persons who become depositors of the Stock Bank subsequent to the Reorganization also will have membership and liquidation rights with respect to the MHC. In each case, no person who ceases to be the holder of a Deposit Account with the Stock Bank shall have any membership or liquidation rights with respect to the MHC.

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     A proxy that may be cast on behalf of a member of WSB may be cast on behalf of a member of the MHC following the Reorganization until the proxy is revoked or superceded.

ARTICLE XII
CONVERSION OF MHC TO STOCK FORM

          Following the Reorganization, the MHC may, but shall not be required to, elect to convert to stock form in accordance with applicable law. The terms of such a conversion cannot be determined at this time and there is no assurance when, if ever, such a conversion will occur. If the conversion does not occur, the MHC will always own a majority of the Common Stock of SHC, which in turn will own all of the stock of the Stock Bank.

          If the MHC converts to stock form, either directly or in connection with a merger (a “Conversion Transaction”), the stockholders of the SHC will be entitled to exchange their shares of stock in the SHC for shares of the converted MHC or of a stock company formed in connection with such Conversion Transaction in a manner which does not dilute their ownership rights and interests in the SHC so that each stockholder of the SHC immediately prior to the Conversion Transaction receives the same percentage ownership interest in the SHC or any stock holding company formed in the Conversion Transaction as a successor to the SHC that such stockholder had in the SHC immediately prior to the Conversion Transaction, before giving effect to any additional stock purchases by such person in the Conversion Transaction. It is the intention of this Plan of Reorganization that, to the extent possible, the holders of SHC Common Stock be permitted to participate in any conversion of MHC to the fullest extent possible, in a tax-free manner, on a pro-rata basis and in a manner which does not prejudice or dilute their investment.

ARTICLE XIII
TIMING OF THE REORGANIZATION

     WSB intends to consummate the Reorganization as soon as feasible following the receipt of all required regulatory approvals. As a stock subsidiary of the MHC, following the Reorganization the SHC will be authorized to undertake one or more Minority Stock Offerings. Subject to the approval of the FDIC and the WDFI, and the status of the Registration Statement, the SHC intends to commence the Stock Offering concurrently with the proxy solicitation of Members.

     WSB may close the Stock Offering before the Special Meeting, provided that the offer and sale of the Common Stock shall be conditioned upon approval of the Plan of Reorganization by the Members at the Special Meeting. WSB’s proxy solicitation materials may permit certain Members to return to WSB by a reasonable date certain a

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postage paid card or other written communication requesting receipt of the Prospectus if the Prospectus is not mailed concurrently with the proxy solicitation materials. WSB shall not distribute the final Prospectus until the Registration Statement has been declared effective by the SEC and becomes effective under FDIC and WDFI regulations, as required by applicable law.

     The Stock Offering shall be conducted pursuant to the Stock Issuance Plan in compliance with the FDIC and WDFI securities offering regulations and otherwise in accordance with law.

ARTICLE XIV
MISCELLANEOUS

     14.1 No Financing by WSB. WSB will not knowingly offer or sell Common Stock to any person whose purchase would be financed by funds loaned, directly or indirectly, to the person by WSB.

     14.2 Interpretations Final. All interpretations of this Plan of Reorganization and application of its provisions to particular circumstances by a majority of the Board of Directors of WSB shall be final, subject to the authority of the FDIC and WDFI.

     14.3 Expenses. WSB shall use its best efforts to ensure that expenses incurred in connection with the Reorganization are reasonable. Appendix M attached to this Plan of Reorganization contains an estimate of the expenses to be incurred by WSB in connection with the Reorganization and Stock Offering.

     14.4 Amendments; Termination.

          (a) This Plan of Reorganization may be substantively amended by the Board of Directors of WSB as a result of comments from regulatory authorities or otherwise prior to the solicitation of proxies from the Members to vote on the Plan of Reorganization and at any time thereafter with the concurrence of the FDIC and WDFI.

          (b) This Plan of Reorganization may be terminated by the Board of Directors of WSB at any time prior to the Special Meeting and at any time thereafter with the concurrence of the FDIC and WDFI.

          (c) In its discretion, the Board of Directors may modify or terminate the Plan of Reorganization upon the order of the regulatory authorities or to conform to new mandatory regulations of the FDIC or WDFI, without a resolicitation of proxies or another meeting of the Members only if the FDIC and/or WDFI concurs that such resolicitation is not required. However, any material amendment of the terms of the Plan of Reorganization that relate to the Reorganization that occurs after the Special Meeting shall require a resolicitation of Members.

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          (d) The Plan of Reorganization shall be terminated if the Reorganization is not completed within 24 months from the date upon which the Members approve the Plan of Reorganization, and such period may not be extended by WSB.

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APPENDIX A

STOCK ISSUANCE PLAN

OF

WAUWATOSA SAVINGS BANK
Wauwatosa, Wisconsin

As adopted on May 17, 2005,
and amended on June 3, 2005

TABLE OF CONTENTS

RECITALS	1
ARTICLE I. DEFINITIONS	2
1.1. Acting in Concert	2
1.2. Actual Purchase Price	3
1.3. Associate	3
1.4. Capital Stock	3
1.5. Code	3
1.6. Common Stock	3
1.7. Community Offering	3
1.8. Deposit Benefit Pension Plan	3
1.9. Deposit Account	4
1.10. Director	4
1.11. Effective Date of the Reorganization	4
1.12. Eligible Account Holder	4
1.13. Eligibility Record Date	4
1.14. Employee Plans	4
1.15. Employee Stock Benefit Plan	4
1.16. Estimated Valuation Range	4
1.17. FDIC	4
1.18. FDIC’s Mutual Holding Company Regulations	4
1.19. Foundation	5
1.20. FRB	5
1.21. Insider	5
1.22. Market Maker	5
1.23. Maximum Purchase Price	5
1.24. Members	5
1.25. MHC	5
1.26. Minority Stock Issuance Application	5
1.27. Minority Stock Offerings	5
1.28. Net Proceeds	6
1.29. Non-Tax-Qualified Plan	6
1.30. Notice	6
1.31. Offering Range	6
1.32. Officer	6
1.33. Order Forms	6
1.34. Other Members	6
1.35. Person	6
1.36. Plan of Merger	6
1.37. Plan of Reorganization	7
1.38. Preferred Other Purchasers	7

A-i

1.39. Prospectus	7
1.40. Proxy Statement	7
1.41. Qualifying Deposit	7
1.42. Registration Statement	7
1.43. Reorganization	7
1.44. RRPs	7
1.45. SEC	7
1.46. Special Meeting	8
1.47. Stock Bank	8
1.48. SHC	8
1.49. Stock Issuance Plan	8
1.50. Stock Offering	8
1.51. Stock Option Plan	8
1.52. Subscriber	8
1.53. Subscription Offering	8
1.54. Subscription Rights	8
1.55. Subsidiary	9
1.56. Supplemental Eligibility Record Date	9
1.57. Supplemental Eligible Account Holder	9
1.58. Syndicated Community Offering	9
1.59. Voting Record Date	9
1.60. WDFI	9
1.61. WDFI’s Mutual Holding Company Regulations	9
1.62. WSB	10
ARTICLE II. THE STOCK OFFERING	10
2.1. Funding of Charitable Foundation	10
2.2. Prospectus Delivery	10
2.3. Number of Shares and Purchase Price of Shares	11
2.4. Method of Offering Shares	12
2.5. Limitations Upon Purchases	17
2.6. Mailing of Offering Materials and Collation of Subscriptions	18
2.7. Method of Payment in the Community and Subscription Offerings	19
2.8. Undelivered, Defective or Late Order Forms: Insufficient Payment	20
2.9. Members in Non-Qualified States or in Foreign Countries	20
2.10. Restrictions on and Other Characteristics of Stock Being Sold	21
ARTICLE III. CONSUMMATION OF THE STOCK OFFERING	22
3.1. Consummation of the Stock Offering	22
3.2. Effective Time of Stock Offering	22
ARTICLE IV. POST-STOCK OFFERING MATTERS	22

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4.1. Post-Stock-Offering Filings and Market Making	22
4.2. Executive Compensation	23
ARTICLE V. MISCELLANEOUS	23
5.1. Expenses of the Stock Offering	23
5.2. Employee Plan Matters	23
5.3. Documents Attached and Incorporated by Reference	25
5.4. Interpretation	25
ARTICLE VI. AMENDMENT OR TERMINATION OF PLAN	25

A-iii

     THIS STOCK ISSUANCE PLAN is adopted by the Board of Directors of Wauwatosa Savings Bank on May 17, 2005, and amended on June 3, 2005.

RECITALS

     WHEREAS, the Board of Directors of Wauwatosa Savings Bank (“WSB”) has adopted a Plan of Reorganization, pursuant to which WSB proposes to reorganize into the mutual holding company form of organization and operate as an indirect subsidiary of a mutual holding company.

     WHEREAS, pursuant to the Plan of Reorganization, Lamplighter Financial, MHC (the “MHC”) will be organized as a Wisconsin-incorporated mutual holding company, and all of the current ownership and voting rights of the Members of WSB will become the rights of Members of the MHC. The reorganization of WSB into the mutual holding company structure includes the conversion of WSB to a Wisconsin stock savings bank (“Stock Bank”) and the formation of Wauwatosa Holdings, Inc. as a middle tier stock holding company (“SHC”). SHC will be a majority-owned subsidiary of the MHC, and Stock Bank will be a wholly-owned subsidiary of SHC.

     WHEREAS, as part of the Reorganization, the SHC intends to issue Capital Stock as a contribution to the Foundation to complement WSB’s existing community reinvestment activities, to share with WSB’s local community a part of WSB’s financial success, and to enhance WSB’s public profile, all to the benefit of WSB.

     WHEREAS, subject to the consummation of the Reorganization, and other conditions set forth in the Plan of Reorganization and herein, the SHC proposes to offer and sell shares of its Common Stock to the public pursuant to this Stock Issuance Plan.

     WHEREAS, in adopting this Stock Issuance Plan and the Plan of Reorganization, the Board of Directors has determined that the Reorganization is advisable and in the best interests of WSB.

     WHEREAS, subject to the approval of the FDIC and WDFI, the Board of Directors of the SHC, and the members of WSB, the SHC will be authorized to issue Common Stock in one or more Minority Stock Offerings to persons other than the MHC in an aggregate amount (including shares contributed to the Foundation) equal to less than 50 percent of the total outstanding SHC Common Stock.

     WHEREAS, contemporaneously with or immediately following the Reorganization and subject to the approval of the FDIC, FRB and WDFI, the SHC intends to issue approximately 32 percent of its Common Stock in a Stock Offering pursuant to this Stock Issuance Plan.

A-1

     WHEREAS, any offer and sale of stock, regardless of when it occurs, will be conducted in accordance with the applicable rules and regulations of the FDIC, WDFI and the SEC.

     WHEREAS, the SHC will file an application with the FDIC, FRB and WDFI prior to any offer and sale of Common Stock, requesting approval to offer and sell Common Stock, and file the Registration Statement with the SEC.

     WHEREAS, this Stock Issuance Plan has been approved by at least an 80% majority vote of the Board of Directors of WSB.

     NOW, THEREFORE, in consideration of the recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:

ARTICLE I
DEFINITIONS

     In addition to terms defined elsewhere herein or in the Plan of Reorganization, for purposes of this Stock Issuance Plan, the following terms shall have the following meanings.

     1.1. Acting in Concert. “Acting in Concert” shall mean:

          (a) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether pursuant to an express agreement; or

          (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

For purposes of this Stock Issuance Plan, a Person or company which acts in concert with another Person or company (“other party”) also shall be considered to be acting in concert with any Person or company who is also acting in concert with that other party, provided that any Employee Plan shall not be considered to be acting in concert with its trustee or a Person who serves in a similar capacity solely to determine whether stock held by the trustee and stock held by such Employee Plan shall be aggregated. Persons who are Acting in Concert may be referred to in this Stock Issuance Plan as a “Group Acting in Concert.”

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     1.2. Actual Purchase Price. “Actual Purchase Price” shall mean the per share price at which the Common Stock is ultimately sold in accordance with the terms hereof.

     1.3. Associate. “Associate,” when used to indicate a relationship with any Person, shall mean:

          (a) any corporation or organization (other than WSB or a direct or indirect Subsidiary of WSB, the SHC or the MHC) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities; and

          (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, except that the term “Associate” does not include any Employee Plan in which a Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; and

          (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a Director or Officer of the SHC, WSB, the MHC, or any of their Subsidiaries.

     1.4. Capital Stock. “Capital Stock” shall mean any and all authorized shares of common stock, par value $.01 per share, of the SHC.

     1.5. Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.

     1.6. Common Stock. “Common Stock” shall mean all of the shares of Capital Stock offered and sold by the SHC in the Stock Offering, contributed by the SHC to the Foundation, or issued to the MHC contemporaneously with or immediately following the Reorganization pursuant to the Stock Issuance Plan.

     1.7. Community Offering. “Community Offering” shall mean the offering for sale of shares of Common Stock to certain members of the general public with a preference to Preferred Other Purchasers, concurrently with or after completion of the Subscription Offering, to the extent shares of Common Stock remain available after satisfying all subscriptions received in the Subscription Offering.

     1.8. Defined Benefit Pension Plan. “Defined Benefit Pension Plan” shall mean the Wisconsin Financial Institutions Employees’ Defined Benefit Pension Plan, in the form in which WSB participates.

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     1.9. Deposit Account. “Deposit Account” shall mean any monetary interest that a Member maintains in WSB, including demand deposits, certificates of deposit, or other deposits or savings accounts, including money market deposit accounts and negotiable order of withdrawal accounts.

     1.10. Director. “Director” shall mean a member of the Board of Directors of WSB, but does not include an advisory director, honorary director, director emeritus or person holding a similar position unless such person is otherwise performing functions similar to those of a member of the Board of Directors of WSB.

     1.11. Effective Date of the Reorganization. “Effective Date of the Reorganization” shall mean the date and time established by the Board of Directors of WSB, which shall be following the satisfaction of all conditions to the Reorganization are satisfied.

     1.12. Eligible Account Holder. “Eligible Account Holder” shall mean the holder of a Qualifying Deposit in WSB on the Eligibility Record Date.

     1.13. Eligibility Record Date. “Eligibility Record Date” shall mean April 30, 2004.

     1.14. Employee Plans. “Employee Plans” shall mean any employee stock benefit plans, RRPs and Stock Option Plans approved by the Board of Directors of WSB or the SHC.

     1.15. Employee Stock Benefit Plan. “Employee Stock Benefit Plan” shall mean any defined benefit plan or defined contribution plan of WSB, the SHC or the MHC, other than an RRP, such as an employee stock ownership plan, employee stock bonus plan, profit sharing plan or other plan, which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Code; provided, however, that such term shall not include the Defined Benefit Pension Plan.

     1.16. Estimated Valuation Range. “Estimated Valuation Range” shall mean the aggregate estimated pro forma market value of the Common Stock, as estimated by an independent appraisal.

     1.17. FDIC. “FDIC” shall mean the Federal Deposit Insurance Corporation or any successor thereto.

     1.18. FDIC’s Mutual Holding Company Regulations. “FDIC’s Mutual Holding Company Regulations” shall mean the regulations of the FDIC governing mutual holding company formations, as set forth at 12 C.F.R. §§ 303.160 – 3.03.163 and 333.4.

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     1.19. Foundation. “Foundation” shall mean a charitable foundation that will qualify as an exempt organization under Section 501(c)(3) of the Code and that meets the other qualifications contained in 12 C.F.R. §§ 563b.550 to 563b.575, the funding of which is contemplated by this Plan.

     1.20. FRB. “FRB” shall mean the Board of Governors of the Federal Reserve System or any successor thereto.

     1.21. Insider. “Insider” shall mean any Officer or Director or any officer or director of any affiliate of WSB and any person Acting in Concert with such person.

     1.22. Market Maker. “Market Maker” shall mean a dealer (i.e., any person who engages either for all or part of his time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person) who, with respect to a particular security, (a) regularly publishes bona fide, competitive bid and offer quotations in a recognized inter-dealer quotation system; or (b) furnishes bona fide competitive bid and offer quotations on request; and (c) is ready, willing and able to effect transactions in reasonable quantities at his or her quoted prices with other brokers or dealers.

     1.23. Maximum Purchase Price. “Maximum Purchase Price” shall mean the per share price at which Common Stock is offered for sale in the Offering. It is expected that the Actual Purchase Price and the Maximum Purchase Price will be the same.

     1.24. Members. “Members” shall mean all persons or entities who qualify as members of WSB pursuant to WSB’s articles of incorporation or bylaws as in effect prior to the Reorganization. When referring to Members of the MHC, the term “Members” means (i) members of WSB who become members of the MHC as a result of the Reorganization and (ii) persons who become depositors of the Stock Bank after the Reorganization.

     1.25. MHC. “MHC” shall mean mutual holding company and, where the context suggests, the Wisconsin incorporated mutual holding company resulting from the Reorganization, which shall be known as Lamplighter Financial, MHC.

     1.26. Minority Stock Issuance Application. The term “Minority Stock Issuance Application” means the application for approval of a minority stock issuance by a savings association subsidiary of a mutual holding company, or similar application, to be submitted by WSB to the FDIC and WDFI for approval.

     1.27. Minority Stock Offerings. “Minority Stock Offerings” shall mean one or more offerings to persons other than the MHC. The Minority Stock Offerings shall aggregate less than 50 percent of the outstanding Common Stock of the SHC.

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     1.28. Net Proceeds. “Net Proceeds” shall mean the number of shares of Common Stock sold in the Stock Offering to Persons other than the Foundation multiplied by the Actual Purchase Price, plus the cash consideration, if any, paid by the Foundation for the Common Stock issued to it, less the expenses incurred and payable by WSB to complete the Reorganization and Stock Offering.

     1.29. Non-Tax-Qualified Plan. The term “Non-Tax-Qualified Plan” means any defined benefit plan or defined contribution plan that does not meet the requirements to be qualified under Section 401 of the Internal Revenue Code.

     1.30. Notice. “Notice” shall mean the notice of mutual holding company reorganization to be submitted by WSB to the FDIC and WDFI to notify such regulators of the Reorganization, which will include the Proxy Statement.

     1.31. Offering Range. “Offering Range” shall mean the range of the estimated pro forma market value of the Common Stock to be offered and sold to Persons other than the MHC. Such range is to be within the Estimated Valuation Range and may be modified. Shares sold and contributed to the Foundation may not exceed 49.9% of the Common Stock to be outstanding.

     1.32. Officer. “Officer” shall mean an executive officer of WSB, which includes the Chairman of the Board, President, Vice Presidents, Secretary, Treasurer or principal financial officer, Comptroller or principal accounting officer, and any other person performing similar functions.

     1.33. Order Forms. “Order Forms” shall mean forms to be used for the purchase of Common Stock sent to Eligible Account Holders and other parties eligible to purchase Common Stock in the Subscription Offering and Community Offering pursuant to the Stock Issuance Plan.

     1.34. Other Members. “Other Members” shall mean Members of WSB (other than Eligible Account Holders and Supplemental Eligible Account Holders) as of the close of business on the Voting Record Date.

     1.35. Person. “Person” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or a government or any political subdivision thereof.

     1.36. Plan of Merger. “Plan of Merger” shall mean the Plan of Merger between Stock Bank and Interim 2, which is attached as Appendix B to the Plan of Reorganization.

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     1.37. Plan of Reorganization. “Plan of Reorganization” shall mean the Plan of Reorganization, as adopted by the Board of Directors of WSB, and as may be subsequently amended from time to time, under the terms of which the Reorganization will occur.

     1.38. Preferred Other Purchasers. “Preferred Other Purchasers” shall mean persons who maintain their principal residence in Milwaukee, Waukesha, Ozaukee, Washington, Dodge, Jefferson, Walworth and Racine Counties, Wisconsin.

     1.39. Prospectus. “Prospectus” shall mean the prospectus forming part of the Registration Statement.

     1.40. Proxy Statement. “Proxy Statement” shall mean the materials utilized to solicit proxies in connection with the vote by Members on the Plan of Reorganization at the Special Meeting.

     1.41. Qualifying Deposit. “Qualifying Deposit” shall mean the total of the deposit balances of the Deposit Accounts of an Eligible Account Holder or Supplemental Eligible Account Holder in WSB as of the close of business on the Eligibility Record Date or, in the case of a Supplemental Eligible Account Holder, the Supplemental Eligibility Record Date, provided that Deposit Accounts of an Eligible Account Holder or Supplemental Eligible Account Holder with total deposit balances of less than $50 shall not constitute a Qualifying Deposit.

     1.42. Registration Statement. “Registration Statement” shall mean the Registration Statement of SHC filed with the SEC under the Securities Act of 1933 for purposes of registering the Common Stock of SHC to be issued pursuant to the Stock Issuance Plan.

     1.43. Reorganization. “Reorganization” shall mean the Reorganization of WSB into the MHC form of ownership, which includes, among other things, the organization of the SHC as a subsidiary of the MHC, and Stock Bank as a subsidiary of SHC, pursuant to the Plan of Reorganization.

     1.44. RRPs. “RRPs” shall mean any management recognition and retention plan(s) established by WSB or the SHC providing for the grant of Common Stock to certain directors, officers and employees of WSB, the SHC, the MHC and their subsidiaries as an inducement to continue their service following the Reorganization through and in accordance with the terms and conditions of the Stock Issuance Plan and the documents establishing the RRPs.

     1.45. SEC. “SEC” shall mean the Securities and Exchange Commission.

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     1.46. Special Meeting. “Special Meeting” shall mean the special or annual meeting of Members called for the purpose of submitting the Plan of Reorganization for approval.

     1.47. Stock Bank. “Stock Bank” shall mean the Wisconsin-chartered stock savings bank resulting from the Reorganization, which savings bank will be a wholly-owned subsidiary of the SHC following the Reorganization.

     1.48. SHC. “SHC” shall mean Wauwatosa Holdings, Inc., a Wisconsin-incorporated MHC subsidiary holding company, or any permitted assignee thereof or successor thereto, which will own 100% of the shares of the Stock Bank, and in turn be not less than 50.1% owned by MHC.

     1.49. Stock Issuance Plan. “Stock Issuance Plan” shall mean this Stock Issuance Plan.

     1.50. Stock Offering. “Stock Offering” shall mean the offering of the Common Stock to Persons other than the MHC, including those shares issued as a contribution to the Foundation and those shares issued on a priority basis as set forth in Section 2.4 of this Stock Issuance Plan subject to the other provisions of the Stock Issuance Plan, including without limitation the limitations on purchases of Common Stock set forth in Section 2.5 hereof, which offering is expected to occur concurrently with or as soon as possible following the Reorganization. Shares contributed to the Foundation and sold in the Stock Offering may not exceed 49.9% of the Common Stock outstanding. The remaining outstanding shares must be held by the MHC.

     1.51. Stock Option Plan. “Stock Option Plan” shall mean any stock option plan adopted by WSB or the SHC providing for grants of options to purchase Capital Stock to directors, officers and employees of WSB, the SHC and the MHC and their subsidiaries in accordance with the terms and conditions of the Stock Issuance Plan and the documents establishing the Stock Option Plan.

     1.52. Subscriber. “Subscriber” shall mean any Person who subscribes for shares of Common Stock in the Offering.

     1.53. Subscription Offering. “Subscription Offering” shall mean the offering of shares of Common Stock to the Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members of WSB, and Directors, Officers and employees of WSB.

     1.54. Subscription Rights. “Subscription Rights” shall mean the nontransferable, non-negotiable, personal rights of the Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members,

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and Directors, Officers and employees of WSB to subscribe for shares of the Common Stock in the Subscription Offering in accordance with this Stock Issuance Plan. No Deposit Account shall be deemed to give rise to more than one Subscription Right, even if there are multiple owners of such account.

     1.55. Subsidiary. “Subsidiary shall mean any corporation, financial institution, joint venture, partnership, limited liability company, trust or other business entity: (i) 25% or more of any outstanding class of whose voting interests is directly or indirectly owned by the relevant person, or is held by it with power to vote; (ii) the election of a majority of whose directors, trustees, general partners or comparable governing body is controlled in any manner by the relevant person; or (iii) with respect to the management or policies of which the relevant person has the power, directly or indirectly, to exercise a controlling influence. Subsidiary shall include an indirect Subsidiary of the relevant Person which is controlled in any manner specified above through one or more corporations or financial institutions which are themselves Subsidiaries.

     1.56. Supplemental Eligibility Record Date. “Supplemental Eligibility Record Date” shall mean the last day of the calendar quarter preceding the approval of the Stock Issuance Plan by the FDIC and WDFI.

     1.57. Supplemental Eligible Account Holder. “Supplemental Eligible Account Holder” shall mean the holder of a Qualifying Deposit in WSB (other than an Officer or Director or their Associates) on the Supplemental Eligibility Record Date.

     1.58. Syndicated Community Offering. “Syndicated Community Offering” shall mean the best-efforts offering by broker-dealers who will offer shares of Common Stock to members of the general public to the extent shares of Common Stock remain available after satisfying all subscriptions received in the Subscription Offering and all orders received in the Community Offering and accepted by the SHC.

     1.59. Voting Record Date. “Voting Record Date” shall mean the date fixed by the Board of Directors of WSB for determining the Members of WSB eligible to vote on the Plan of Reorganization at the Special Meeting, which date shall not be less than 10 nor more than 60 days prior to the date of the Special Meeting without the prior approval of the FDIC and WDFI.

     1.60. WDFI. “WDFI” shall mean the Wisconsin Department of Financial Institutions or any successor thereto.

     1.61. WDFI’s Mutual Holding Company Regulations. “WDFI’s Mutual Holding Company Regulations” shall mean the guidelines of the WDFI governing

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mutual holding company formations, as set forth at Section 214.0095 of the Wisconsin Statutes and Chapter DFI-SB 22 of the Wisconsin Administrative Code.

     1.62. WSB. “WSB” shall mean Wauwatosa Savings Bank, a Wisconsin mutual savings bank, including, where appropriate, any successor Wisconsin stock savings bank resulting from a conversion from a mutual savings bank to a stock savings bank.

ARTICLE II
THE STOCK OFFERING

     2.1. Funding of Charitable Foundation.

          (a) As part of the Stock Offering, if approved as contemplated in the Plan of Reorganization, the SHC intends to issue to the Foundation as a contribution that percent of Common Stock issued in the Stock Offering that will have an aggregate Actual Issue Price of approximately $5,000,000 at the maximum, as adjusted, of the Offering Range. WSB, the SHC or the MHC may also make a cash contribution to the Foundation. Section 3.7 of the Plan of Reorganization describes the operations of the Foundation in more detail.

          (b) The Foundation is being funded in connection with the Stock Offering to complement WSB’s existing community reinvestment activities and to share with WSB’s local community a part of WSB’s financial success as a locally headquartered, community minded, financial services institution. The funding of the Foundation with Common Stock accomplishes this goal as it enables the community to share in the growth and profitability of the SHC and WSB over the long term.

     2.2. Prospectus Delivery.

          (a) Prior to commencement of the Subscription Offering and Community Offering, WSB shall file with the FDIC, the WDFI and, if applicable, the FRB, all necessary applications in accordance with all applicable regulations and WSB shall not distribute the final Prospectus until all necessary approvals, including but not limited to approval of the Minority Stock Issuance Application, have been received from the FDIC, the WDFI and the FRB and the Registration Statement has been declared effective by the SEC, as required by applicable law. The Stock Offering shall be conducted in compliance with all applicable rules and regulations of the FDIC, the WDFI, and the FRB.

          (b) WSB may commence the Subscription Offering and, provided that the Subscription Offering has commenced, may commence the Community Offering concurrently with, during or after the proxy solicitation of Members. WSB may close the

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Subscription Offering before the Special Meeting, provided that the offer and sale of the Common Stock shall be conditioned upon approval of the Plan of Reorganization by the Members at the Special Meeting.

          (c) WSB’s proxy solicitation materials may require Eligible Account Holders, Supplemental Eligible Account Holders and other Subscribers to return to WSB by a reasonable date certain a postage prepaid card or other written communication requesting receipt of the Prospectus with respect to the Subscription Offering, provided that if the Prospectus is not mailed concurrently with the proxy solicitation materials, the Subscription Offering shall not be closed until the expiration of 30 days after the mailing of the proxy solicitation materials.

     2.3. Number of Shares and Purchase Price of Shares.

          (a) All shares of Common Stock sold in the Stock Offering, including shares sold in the Subscription Offering and Community Offering, but excluding shares contributed to the Foundation, shall be sold at a uniform price per share, as required by applicable regulations, referred to in this Stock Issuance Plan as the “Actual Purchase Price”. The Actual Purchase Price and the total number of shares to be issued in the Stock Offering shall be determined by the Board of Directors of WSB immediately prior to the simultaneous completion of all such sales contemplated by this Stock Issuance Plan on the basis of the Estimated Valuation Range and the Offering Range. The Estimated Valuation Range shall be determined for such purpose by an independent appraiser on the basis of such appropriate factors as are not inconsistent with the FDIC’s Mutual Holding Company Regulations and the WDFI’s Mutual Holding Company Regulations.

          (b) Immediately prior to the Subscription Offering, an Offering Range shall be established within the Estimated Valuation Range. The Maximum Purchase Price shall then be determined by the Board of Directors of WSB. The Offering Range and Estimated Valuation Range may be revised after the completion of the Subscription Offering with the approval of the FDIC and WDFI, without a resolicitation of proxies or Order Forms or both. If upon completion of the Stock Offering, the Actual Purchase Price is less than the Maximum Purchase Price, the difference in such prices multiplied by the number of shares sold to a Subscriber shall be refunded to such Subscriber unless the Subscriber affirmatively elects to have the difference applied to the purchase of additional shares of Common Stock.

          (c) Notwithstanding the foregoing, no sale of Common Stock may be consummated unless, prior to such consummation, the independent appraiser confirms to WSB, and to the FDIC and WDFI that, to the best knowledge of the independent appraiser, nothing of a material nature has occurred which, taking into account all

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relevant factors, would cause the independent appraiser to conclude that the aggregate value of Common Stock at the Actual Purchase Price is incompatible with its estimate of the aggregate consolidated pro forma market value of WSB. If such confirmation is not received, WSB may cancel the Subscription Offering and Community Offering, hold a new Subscription Offering and Community Offering or take such other action as the FDIC and WDFI may permit.

          (d) The Common Stock to be issued in the Stock Offering shall be fully paid and nonassessable, unless subject to any limitations imposed by applicable state law.

     2.4. Method of Offering Shares.

     The Common Stock shall be offered and sold in the Subscription Offering, Community Offering and/or Syndicated Community Offering, or in such other manner as the FDIC and WDFI may approve, as hereinafter provided in this Section 2.4.

          (a) Subscription Offering

          Subscription Rights shall be issued at no cost to Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members, and Directors, Officers, and employees of WSB pursuant to priorities established by this Stock Issuance Plan, the FDIC’s Mutual Holding Company Regulations, and the WDFI’s Mutual Holding Company Regulations. Such rights are subject in all cases to the purchase limitations set forth in Section 2.5 of this Stock Issuance Plan. The priorities established for the purchase of shares are as follows.

               (1) Category 1: Eligible Account Holders

                    (A) Each Eligible Account Holder shall receive, without payment, Subscription Rights entitling such Eligible Account Holder to purchase that number of shares of Common Stock in the Stock Offering that is equal to $500,000.

                    (B) Subscription Rights received by Officers and Directors of WSB and their Associates, as Eligible Account Holders, based on their increased deposits in WSB in the one-year period preceding the Eligibility Record Date shall be subordinated to all other subscriptions involving the exercise of Subscription Rights pursuant to this Category 1.

                    (C) In the event of an oversubscription for shares of Common Stock by Eligible Account Holders, shares of Common Stock shall be allocated among subscribing Eligible Account Holders so as to permit each Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or

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her total allocation equal to 100 shares or the total amount of his or her subscription, whichever is less. Thereafter, any shares remaining shall be allocated among Eligible Account Holders in the proportion that the amount of the Qualifying Deposits of each such Eligible Account Holder bears to the total amount of the Qualifying Deposits of all such Eligible Account Holders. If the amount of shares so allocated to one or more Eligible Account Holders exceeds the amount subscribed for by such Eligible Account Holder(s), the excess shall be reallocated (one or more times, as necessary) among those Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated or all subscriptions satisfied.

               (2) Category 2: Employee Stock Benefit Plans

          Each Employee Stock Benefit Plan shall receive, without payment, Subscription Rights to purchase the number of shares of Common Stock requested by such Employee Stock Benefit Plan, subject to the availability of sufficient shares of Common Stock after filling in full all subscription orders of Eligible Account Holders. The Employee Stock Benefit Plans shall not be deemed to be Associates of any Director, Officer or employee of WSB. In the event that, after completion of the Subscription Offering, the number of shares of Common Stock to be issued is increased to an amount greater than the number of shares representing the maximum of the Offering Range, the Employee Stock Benefit Plans shall have a priority right to purchase any such shares exceeding the maximum shares up to the purchase limitations set forth in Section 2.5 of this Stock Issuance Plan. The Employee Stock Benefit Plans may choose to buy in the Offering none, some or all of the amount for which rights have been granted, and may purchase shares in the open market after closing.

               (3) Category 3: Supplemental Eligible Account Holders

                    (A) Each Supplemental Eligible Account Holder shall receive, without payment, Subscription Rights entitling such Supplemental Eligible Account Holder to purchase that number of shares of Common Stock to be issued and sold by the SHC in the Stock Offering that is equal to $500,000.

                    (B) In the event of an oversubscription for shares of Common Stock by Supplemental Eligible Account Holders, available shares shall be allocated among subscribing Supplemental Eligible Account Holders so as to permit each Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation equal to 100 shares or the total amount of his or her subscription, whichever is less. Thereafter, any shares remaining shall be allocated among Supplemental Eligible Account Holders in the proportion that the amount of the Qualifying Deposit of each such

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Supplemental Eligible Account Holder bears to the total amount of the Qualifying Deposits of all such Supplemental Eligible Account Holders. If the amount of shares so allocated to one or more Supplemental Eligible Account Holders exceeds the amount subscribed for by such Supplemental Eligible Account Holder(s), the excess shall be reallocated (one or more times, as necessary) among those Supplemental Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated or all subscriptions satisfied.

               (4) Category 4: Other Members

          Other Members shall receive, without payment, Subscription Rights to purchase shares of Common Stock, after satisfying the subscriptions of Eligible Account Holders, Employee Stock Benefit Plans, and Supplemental Eligible Account Holders, subject to the following conditions:

                    (A) Each such Other Member shall be entitled to subscribe for the maximum purchase limitation established for the Community Offering.

                    (B) In the event of an oversubscription for shares of Common Stock by Other Members, the available shares of Common Stock shall be allocated among the subscribing Other Members on a pro rata basis based on the size of the order of each Other Member whose order remains unfulfilled.

               (5) Category 5: Directors, Officers and Employees of WSB

     Each Director, Officer and employee (full or part-time) of WSB who does not qualify in a preceding category will, as of the date of the commencement of the Subscription Offering, receive, without payment, Subscription Rights to purchase shares of Common Stock, after satisfying the subscriptions of Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders and Other Members, subject to the following conditions:

                    (A) The total number of shares that may be purchased under this Category may not exceed 25% of the total number of shares issued by the SHC in the Stock Offering.

                    (B) The maximum amount of shares which may be purchased under this Category by any Director, Officer or employee of WSB is $500,000 of SHC Common Stock.

                    (C) In the event of an oversubscription for shares of Common Stock by Directors, Officers and employees of WSB pursuant to this Category,

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available shares shall be allocated among individual subscribing Directors, Officers and employees of WSB pro rata among all of the subscribers in this category.

          (b) Community Offering

               (1) Any shares of Common Stock not subscribed for by Eligible Account Holders, the Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members, and Directors, Officers and employees of WSB may be offered in a Community Offering to whomever a Prospectus is delivered, giving first preference to Preferred Other Purchasers, or under such other terms and conditions as may be established by the Board of Directors of WSB and approved by the FDIC and WDFI. The Community Offering may commence concurrently with, during or as soon as practicable after the completion of the Subscription Offering and must be completed within 45 days after completion of the Subscription Offering, unless extended with the approval of the FDIC and WDFI. The shares of Common Stock may be made available in the Community Offering through a direct community marketing program that may provide for utilization of a broker, dealer, consultant, or investment banking firm, experienced and expert in the sale of financial institution securities. Such entities may be compensated on a fixed fee basis, on a commission basis, or a combination thereof.

               (2) The right to subscribe for shares of Common Stock under this Category is subject to the right of WSB to accept or reject such subscriptions in whole or in part.

               (3) If orders are received in the Community Offering for shares in excess of the available Common Stock, accepted subscriptions from Preferred Other Purchasers shall first be filled (subject to the maximum purchase limitation set forth in Section 2.5(b) of this Stock Issuance Plan and the minimum purchase limitation set forth in Section 2.5(k) of this Stock Issuance Plan), before any subscriptions in the Community Offering are filled from Subscribers who are not Preferred Other Purchasers. If Preferred Other Purchasers order more shares of Common Stock than are available for purchase in the Community Offering, available shares of Common Stock shall be allocated first to Preferred Other Purchasers pro rata (to the extent of their orders) in the same proportion as the amount of the Common Stock ordered by each bears to the total amount of the Common Stock ordered by all Preferred Other Purchasers. WSB may require a Person to provide evidence, satisfactory to WSB, that such Person qualifies as a Preferred Other Purchaser. Determinations as to whether a Person qualifies as a Preferred Other Purchaser shall be made by WSB in its sole discretion and shall be final and conclusive.

               (4) To the extent that there are shares of Common Stock available after satisfaction of the subscriptions of Preferred Other Purchasers, accepted

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subscriptions from Subscribers in the Community Offering who are not Preferred Other Purchasers shall be filled (subject to the maximum purchase limitation set forth in Section 2.5(b) of this Stock Issuance Plan and the minimum purchase limitation set forth in Section 2.5(k) of this Stock Issuance Plan). If these Subscribers order more shares of Common Stock than are available for purchase in the Community Offering, available shares of Common Stock shall be allocated to such Subscribers on an equitable basis.

               (5) The Community Offering may be terminated at any time, at WSB’s discretion. In the event a Community Offering does not appear feasible, WSB will immediately consult the FDIC and WDFI to determine the most viable alternative available to effect the completion of the Stock Offering. Should no viable alternative exist, WSB may terminate the Stock Offering with the concurrence of the FDIC and WDFI.

          (c) Syndicated Community Offering.

     Any shares of Common Stock not sold in the Subscription Offering or in the Community Offering, if any, may then be sold through broker-dealers to the general public in a Syndicated Community Offering, subject to such terms, conditions and procedures as may be determined by WSB’s Board of Directors, in a manner that will achieve a wide distribution of the Common Stock and subject to the right of WSB and the SHC, in their absolute discretion, to accept or reject in whole or in part any subscriptions in the Syndicated Community Offering. In the Syndicated Community Offering, if any, any person may purchase up to the maximum purchase limitation established for the Community Offering, subject to the maximum and minimum purchase limitations specified in Section 2.5. WSB may commence the Syndicated Community Offering at any time after the mailing to the Members of the proxy statement to be used in connection with the special meeting of Members. The Syndicated Community Offering may be terminated at any time at WSB’s discretion, and shall be completed within 45 days after the termination of the Subscription Offering, unless such period is extended as provided above.

     2.5. Limitations Upon Purchases.

     The following additional limitations shall be imposed upon purchases of shares of Common Stock in the Stock Offering.

          (a) The aggregate amount of Common Stock owned or controlled by persons other than the MHC at the close of the Reorganization shall be less than 50 percent of the amount of SHC’s outstanding Common Stock.

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          (b) Purchases of Common Stock in all categories of the Stock Offering combined by any Person, and Associates thereof, or a group of Persons Acting in Concert, shall be limited to an aggregate purchase price of $500,000, except that the Foundation may hold that number of shares of Common Stock authorized by Section 2.1 of this Plan and the Employee Stock Benefit Plans may purchase up to 8 percent of the total Common Stock sold in the Stock Offering (but in no event shall Common Stock acquired by the Employee Stock Benefit Plans exceed 10 percent of the stockholders’ equity of the SHC at the completion of the Stock Offering held by persons other than the MHC); shares to be held by the Employee Stock Benefit Plans and attributable to a Person shall not be aggregated with other shares purchased directly by or otherwise attributable to such Person.

          (c) Purchases of Common Stock in the Community Offering and Syndicated Community Offering by any Person, shall be limited to an aggregate purchase price of $500,000.

          (d) Officers, Directors and their Associates at the time of the Stock Offering and Non-Tax-Qualified Plans may not purchase in the Stock Offering in the aggregate more than 25 percent of the Common Stock issued in the Stock Offering or an amount of Common Stock that exceeds 25 percent of the stockholders’ equity of the SHC at the completion of the Stock Offering held by persons other than the MHC.

          (e) Members of WSB’s Board of Directors will not be deemed to be Associates or a Group Acting in Concert with other directors or trustees solely as a result of membership on such Board of Directors.

          (f) WSB’s Board of Directors, with the approval of the FDIC and WDFI and without further approval of Members, may, as a result of market conditions and other factors, increase or decrease one or both of the purchase limitations in paragraphs (b) and (c) above. Such purchase limitations may be decreased to no less than 0.1 percent and may be increased to 5 percent of the total number of shares of Common Stock offered in the Stock Offering. If WSB increases the maximum purchase limitations, WSB is only required to resolicit persons who subscribed in the Subscription Offering for the maximum purchase amount and may, in the sole discretion of WSB, resolicit certain other large subscribers. If WSB decreases the maximum purchase limitations, the orders of any person who subscribed for the maximum purchase amount shall be decreased by the minimum amount necessary so that such person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such person.

          (g) [Reserved]

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          (h) The purchase limitation in paragraphs 2.5(b) and (c) above may be increased to exceed 5 percent of the shares of Common Stock, provided that orders for Common Stock exceeding 5 percent shall not exceed in the aggregate 10 percent of the shares of Common Stock offered in the Stock Offering, except that Employee Stock Benefit Plans may purchase in the aggregate an amount of Common Stock that aggregates 10 percent of such shares of Common Stock.

          (i) No person purchasing Common Stock in the Stock Offering may fund such purchase through a loan from WSB or any affiliate of WSB.

          (j) Neither a Non-Tax-Qualified Plan nor any Associate shall purchase 10 percent of the Common Stock issued in the Stock Offering or shall purchase Common Stock in the Stock Offering in an amount that exceeds 10 percent of the stockholders’ equity of the SHC at the completion of the Stock Offering held by persons other than the MHC; shares held or to be held by any Non-Tax-Qualified Plan or Employee Benefit Plans and attributable to a person shall not be counted for purposes of the limitation in this paragraph (j).

          (k) To the extent that shares of Common Stock are available, no Subscriber will be allowed to purchase fewer than 25 shares of Common Stock.

          (l) Each Person purchasing Common Stock in the Stock Offering shall be deemed to confirm that such purchase does not conflict with the purchase limitations under this Stock Issuance Plan or otherwise imposed by law, rule or regulation.

     2.6. Mailing of Offering Materials and Collation of Subscriptions.

     The sale of all shares of Common Stock offered pursuant to the Stock Issuance Plan must be completed within 24 months after approval of the Stock Issuance Plan at the Special Meeting. After approval of the Stock Issuance Plan by the FDIC and WDFI and the declaration of the effectiveness of the Registration Statement, WSB shall distribute the final Prospectus and Order Forms for the purchase of shares of Common Stock in accordance with the terms of this Stock Issuance Plan.

     Self-addressed, postage prepaid, return envelopes shall accompany all Order Forms when they are mailed. Failure of any eligible subscriber to return a properly completed and executed Order Form within the prescribed time limits shall be deemed a waiver and a release by such eligible subscriber of any rights to purchase shares of Common Stock under the Stock Issuance Plan.

     The sale of all shares of Common Stock proposed to be issued in connection with the Stock Offering must be completed within 45 days after the last day of the Subscription Offering, unless extended by WSB with the approval of the FDIC and

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WDFI. In the event the Subscription Offering and Community Offering are commenced prior to the date of the Special Meeting, the offer and sale of Common Stock pursuant thereto shall be conditioned upon approval of the Plan of Reorganization by the Members.

     2.7. Method of Payment in the Community and Subscription Offerings.

     Payment for all shares of Common Stock in the Subscription Offering or the Community Offering may be made by check or by money order, or if a Subscriber has a Deposit Account in WSB such Subscriber may authorize WSB to charge certain types of Deposit Accounts designated by WSB. WSB shall pay interest at not less than the passbook rate on all amounts paid by check or money order to purchase shares of Common Stock from the date payment is received until the Stock Offering is completed or terminated. WSB will not knowingly offer or sell Common Stock to any Person whose purchase would be financed by funds loaned, directly or indirectly, to the Person by WSB.

     If a Subscriber authorizes WSB to charge his Deposit Account, the funds shall continue to earn interest, but may not be otherwise used by such Subscriber unless the Stock Offering is terminated. The withdrawal shall be given effect only concurrently with the sale of all shares of Common Stock in the Stock Offering and only to the extent necessary to satisfy the subscription at a price equal to the Actual Purchase Price. WSB shall allow Subscribers to purchase shares of Common Stock by withdrawing funds from certificate accounts held with WSB without the assessment of early withdrawal penalties. In the case of early withdrawal of only a portion of such account, if the remaining balance of the account is less than the applicable minimum balance requirement, then the remaining balance shall earn interest at the passbook rate. This waiver of the early withdrawal penalty is applicable only to withdrawals made in connection with the purchase of Common Stock under the Stock Issuance Plan.

     Employee Stock Benefit Plans may subscribe for shares by submitting an Order Form, along with evidence of a loan commitment from a financial institution, the SHC or the MHC for the purchase of shares, during the Subscription Offering and by making payment for the shares on the date of the closing of the Stock Offering.

     2.8. Undelivered, Defective or Late Order Forms: Insufficient Payment.

     If an Order Form (a) is not delivered and is returned to WSB by the United States Postal Service (or WSB is unable to locate the addressee); (b) is not received back by WSB, or is received by WSB after expiration of the date specified thereon; (c) is defectively completed or executed; (d) is not accompanied by the total required payment for the shares of Common Stock subscribed for (including cases in which the

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Subscribers’ Deposit Accounts are insufficient to cover the authorized withdrawal for the required payment), or (e) is submitted by or on behalf of a Person whose representations the Board of Directors of WSB believe to be false or they otherwise believe, either alone or Acting in Concert with others, is violating, evading or circumventing, or intends to violate, evade or circumvent, the terms and conditions of this Stock Issuance Plan, the Subscription Rights of the Person to whom such rights have been granted will not be honored and will be treated as though such person failed to return the completed Order Form within the period specified therein. Alternatively, WSB may, but shall not be required to, waive any irregularity relating to any Order Form or require the submission of a corrected Order Form or the remittance of full payment for the shares of Common Stock subscribed for by such date as WSB may specify. Subscription orders, once tendered, shall not be revocable. WSB’s interpretation of the terms and conditions of the Stock Issuance Plan and of the Order Forms shall be final.

     2.9. Members in Non-Qualified States or in Foreign Countries.

     WSB shall make reasonable efforts to comply with the securities laws of all states of the United States in which persons entitled to subscribe for shares of Common Stock pursuant to the Stock Issuance Plan reside. No such person, however, shall be offered or receive any such shares under the Stock Issuance Plan who resides in a foreign country or who resides in a state of the United States with respect to which any of the following applies: (a) a small number of persons otherwise eligible to subscribe for shares of Common Stock reside in such state; (b) the granting of Subscription Rights or offer or sale of shares of Common Stock to such persons would require WSB or its Directors and Officers, under the securities laws of such state, to register as a broker, dealer, salesman or selling agent or to register or otherwise qualify its securities for sale in such state, or WSB would be required to qualify as a foreign corporation or file a consent to service of process in such state; or (c) such registration or qualification would be impractical or unduly burdensome for reasons of cost or otherwise.

     2.10. Restrictions on and Other Characteristics of Stock Being Sold.

          (a) Transferability. Common Stock purchased by persons other than Officers and Directors shall be transferable without restriction. Common Stock purchased by Officers and Directors shall not be sold or otherwise disposed of for value for a period of one year from the date of completion of the Stock Offering, except for any disposition following the death of such person.

     The Common Stock issued by WSB to Officers and Directors shall bear a legend giving appropriate notice of the one year holding period restriction. Said legend shall state substantially as follows:

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     “The shares evidenced by this certificate are restricted as to transfer for a period of one year from the date of this certificate. These shares may not be transferred prior thereto without a legal opinion of counsel that said transfer is permissible under the provisions of applicable laws and regulations.”

     In addition, WSB shall give appropriate instructions to the transfer agent of the SHC’s stock with respect to the foregoing restrictions. Any shares of Capital Stock subsequently issued as a stock dividend, stock split or otherwise, with respect to any such restricted stock, shall be subject to the same holding period restrictions for such persons as may then be applicable to such restricted stock.

     Without prior approval of the FDIC and WDFI, Directors, Officers and their Associates shall be prohibited for a period of three years following completion of the Stock Offering from purchasing outstanding shares of Capital Stock, except from a broker or dealer registered with the SEC. Notwithstanding this restriction, purchases involving more than one percent of the total outstanding shares of Common Stock and purchases made and shares held by Employee Benefit Plans or a Non-Tax-Qualified Plan that may be attributable to such persons may be made in negotiated transactions without such permission or the use of a broker or dealer.

          (b) Stock Repurchases and Dividend Rights. Pursuant to the FDIC’s Mutual Holding Company Regulations, the SHC may not, for a period of one year after the Stock Offering, without the prior written consent of the FDIC, repurchase its stock from any person; provided, however, that during such one-year period the SHC may make open market repurchases of up to five percent of its outstanding capital stock held by persons other than the MHC if such repurchases comply in full with FDIC and WDFI regulations.

          Any dividend declared or paid on, or repurchase of, the Capital Stock must be in compliance with all applicable regulations governing capital distributions.

          The above limitations shall not preclude payments of dividends or repurchases of Common Stock in the event applicable regulatory limitations are liberalized subsequent to the Stock Offering.

          (c) Voting Rights. After the Reorganization, Members shall not have voting rights in WSB or Stock Bank. Exclusive voting rights with respect to WSB and Stock Bank shall be vested in its shareholders, and the sole shareholder of the Stock Bank shall be the SHC. Each stockholder of the SHC shall be entitled to vote on any matters coming before the stockholders of the SHC for consideration, and holders of

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Capital Stock shall be entitled to one vote for each share of stock owned by such stockholders. After the Reorganization, Members shall have voting rights in the MHC.

ARTICLE III
CONSUMMATION OF THE STOCK OFFERING

     3.1. Consummation of the Stock Offering. Subject to satisfaction of the terms and conditions of this Stock Issuance Plan, the Stock Offering shall be consummated as promptly as practicable following the completion of the offering of Common Stock contemplated by Article III of this Stock Issuance Plan, as follows:

          (a) WSB shall take such actions as may be necessary or appropriate under applicable law and regulations to complete the Reorganization pursuant to the Plan of Reorganization; and

          (b) the SHC shall issue and sell the Common Stock to Subscribers or as otherwise contemplated hereby; provided that the shares issued by the SHC to the MHC shall represent at least a majority of the shares of Common Stock outstanding.

     3.2. Effective Time of Stock Offering. The Stock Offering shall be deemed to occur and shall be effective upon completion of all actions necessary or appropriate under applicable federal and state statutes and regulations and the policies of the FDIC and WDFI for the adoption by the Stock Bank of stock bank articles of incorporation and the issuance and sale by the SHC of all shares of the Common Stock sold in the Stock Offering.

ARTICLE IV
POST-STOCK OFFERING MATTERS

     4.1. Post-Stock-Offering Filings and Market Making.

          (a) If the SHC has more than 35 stockholders upon completion of the Stock Offering, the SHC shall register its Common Stock with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and shall undertake not to deregister such Common Stock for a period of three years thereafter.

          (b) If the SHC has more than 100 stockholders upon completion of the Stock Offering, the SHC shall use its best efforts to (1) encourage and assist various Market Makers to establish and maintain a market for the shares of its stock, and (ii) list its stock on a national or regional securities exchange or on the National Association of Securities Dealers Automated Quotation System.

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     4.2. Executive Compensation.

     WSB, MHC and SHC may adopt, subject to any required approvals, executive compensation or other benefit programs including but not limited to compensation plans involving stock options, stock appreciation rights, restricted stock grants, employee recognition programs and the like.

ARTICLE V
MISCELLANEOUS

     5.1. Expenses of the Stock Offering.

          WSB shall use its best efforts to ensure that expenses incurred in connection with the Stock Offering are reasonable. Appendix M attached to the Plan of Reorganization contains an estimate of the expenses to be incurred by WSB in connection with the Reorganization and Stock Offering.

     5.2. Employee Plan Matters.

          (a) Subject to any required approval by the FDIC and WDFI, WSB and the SHC may establish one or more RRPs or Stock Option Plans following consummation of the Stock Offering in accordance with the following requirements:

               (1) the material terms and provisions of each such RRP and Stock Option Plan to be established prior to the first anniversary of the completion of the Stock Offering shall be fully disclosed in the proxy solicitation materials distributed to the Members in connection with the Reorganization and Stock Offering and in the Prospectus;

               (2) the total number of shares of Capital Stock for which options may be granted under all Stock Option Plans established prior to the first anniversary of the completion of the Stock Offering may not exceed 10 percent of the total number of shares of Common Stock issued in the Stock Offering;

               (3) except as the FDIC and WDFI otherwise permit or require, the total number of shares of Capital Stock held by all RRPs established by WSB or the SHC prior to the first anniversary of the completion of the Stock Offering may not exceed 4 percent of the total number of shares of Common Stock issued in the Stock Offering;

               (4) except as the FDIC and WDFI otherwise permit or require, the total number of shares of Capital Stock acquired by the Employee Stock Benefit

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Plans and RRPs in the Stock Offering or otherwise prior to the first anniversary of the completion of the Stock Offering may not exceed 12 percent of the total number of shares of Common Stock issued in the Stock Offering;

               (5) except as the FDIC and WDFI otherwise allow or for plans adopted more than one year after the Stock Offering, no individual shall receive more than 25 percent of the shares held by any RRP or Stock Option Plan and Directors of the MHC or the SHC who are not employees of WSB shall not receive more than 5 percent individually, or more than 30 percent in the aggregate, of the shares of Capital Stock held by any RRP or Stock Option Plan;

               (6) all such RRPs and Stock Option Plans shall be approved by the stockholders of the SHC prior to implementation and no earlier than six months after the completion of the Stock Offering;

               (7) all options granted under any Stock Option Plan shall be granted at the market price at which the Common Stock is trading at the time of the grant;

               (8) except as permitted by law, regulation or order of the FDIC and/or WDFI, no shares of Common Stock issued in the Stock Offering shall be used to fund any RRP; and

               (9) to the extent required by the regulations and policies of the FDIC and WDFI, all such RRPs and Stock Option Plans shall be submitted to the FDIC and WDFI for approval prior to implementation.

          (b) WSB may make scheduled discretionary contributions to any Employee Plan to the extent such contributions do not cause WSB to fail to meet its regulatory capital requirements.

     5.3. Documents Attached and Incorporated by Reference.

     Attached to this Stock Issuance Plan as Appendix A-1 and A-2 and incorporated herein by reference are the form of stock certificate for the Common Stock and the proposed stock order form, respectively. Also incorporated by reference herein, and attached to the Plan of Reorganization as Appendix G and H are the proposed articles of incorporation and bylaws for the SHC. The SHC’s charter documents will authorize the issuance of the Common Stock.

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     5.4. Interpretation.

     All interpretations of this Stock Issuance Plan and application of its provisions to particular circumstances by a majority of the Board of Directors of WSB shall be final, subject to the authority of the FDIC and WDFI.

ARTICLE VI
AMENDMENT OR TERMINATION OF PLAN

     This Stock Issuance Plan may be amended or terminated in the same manner as the Plan of Reorganization. Unless an extension is granted by the FDIC and WDFI, the Stock Issuance Plan shall be terminated if not completed within 90 days of the date of its approval by the FDIC and WDFI.

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APPENDIX B

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made as of this ___ day of ___, 2005, between WAUWATOSA SAVINGS BANK, a Wisconsin mutual savings bank chartered under Chapter 214 of the Wisconsin Statutes (“WSB”), and WAUWATOSA INTERIM 2 STOCK SAVINGS BANK, a Wisconsin stock savings bank (the “Bank”). WSB and the Bank are herein referred to collectively as the “Merging Banks” or the “Merged Bank.” “WSB” shall include the successor of a conversion of WSB from a mutual savings bank to a stock savings bank, as the context requires.

RECITALS:

     WHEREAS, on May 17, 2005, as later amended, the Board of Directors of WSB adopted a Plan of Reorganization (the “Plan”) involving, among other entities, WSB and the Bank, pursuant to which WSB proposes to reorganize itself from a Wisconsin-chartered mutual savings bank into a mutual holding company structure under the laws of the state of Wisconsin, and applicable federal and state laws and regulations;

     WHEREAS, the reorganization involves the organization by WSB of a first-tier wholly owned subsidiary Wisconsin interim stock savings bank (“Interim 1”), which will become the MHC and which in turn forms a second-tier subsidiary Wisconsin interim stock savings bank, the Bank.

     WHEREAS, as a principal part of the reorganization, the Bank is to merge with and into the stock bank successor to WSB, with WSB surviving and the Bank being merged out of existence.

     WHEREAS, the reorganization further involves the formation of a Wisconsin corporation stock holding company (‘SHC”), which will acquire all of the stock of the merged bank in exchange for issuing its own stock to MHC.

     WHEREAS, the SHC will be at least 50.1 percent-owned by the MHC immediately following the consummation of the transactions contemplated by the Plan, and WSB will be 100% owned by the SHC immediately following the consummation of the transactions contemplated by the Plan ;

     WHEREAS, this Agreement provides for the merger (the “Merger”) of Bank with and into WSB, with WSB surviving and emerging as the surviving bank; and

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     NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

MERGER OF THE BANK INTO WSB

     1.1 Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined), the Bank shall be merged with and into WSB (the “Merger”), and WSB and the Bank shall become a single stock savings bank (the “Merged Bank”).

     1.2 Effective Time of Merger. The Merger shall become effective (the “Effective Time”) at the date and time as stated in the Certificate of Merger, or similar instrument, to be issued by the Wisconsin Department of Financial Institutions (the “WDFI”).

     1.3 Consequences of Merger. At and as of the Effective Time and as a result of the Merger:

          (a) Continued Existence of WSB. WSB shall be the surviving entity. Its corporate identity, existence, purposes, powers, franchises, rights, interests and immunities shall continue and be unaffected and unimpaired.

          (b) Effect on the Bank. The corporate identity, existence, purposes, powers, franchises, rights and immunities of the Bank shall be merged with and into the Merged Bank and the Merged Bank shall be fully vested therewith. The separate legal existence of the Bank, except as it may be continued by reason of the laws of the United States or Wisconsin, shall cease and the assets and liabilities of the Bank shall thereafter be reported by the Merged Bank.

          (c) Members and Their Accounts.

               (1) At the Effective Time those Persons who, as of the Effective Time, held membership rights as depositors with respect to WSB will thereafter have membership rights solely with respect to the MHC. Each “Deposit Account,” as that term is defined in the Plan of Reorganization of WSB adopted on May 17, 2005, as later amended, in WSB at the Effective Time will become a Deposit Account in the Merged Bank in the same amount and upon the same terms and conditions, except that the Member holding each such Deposit Account will have ownership and membership rights with respect thereto in the MHC rather than in the Merged Bank. All insured Deposit Accounts of WSB which are transferred to the Merged Bank in the Merger will continue to be federally insured up to the legal maximum by the Federal Deposit Insurance Corporation (the “FDIC”) in the same manner as the Deposit Accounts existing in WSB immediately prior to the Effective Time. Any new Deposit Accounts

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established in the Merged Bank and any additional deposits made to Deposit Accounts of WSB assumed in the Merger by the Merged Bank also will be federally insured up to the legal maximum by the FDIC.

               (2) Members of WSB immediately prior to the Effective Time, so long as they remain Deposit Account holders of the Merged Bank, shall continue to have membership rights after the Effective Time with respect to their Deposit Accounts solely in the MHC. In addition, all Persons who become Deposit Account holders of the Merged Bank after the Effective Time will have membership rights with respect in the MHC with respect to such Deposit Accounts. The rights and powers of the MHC will be defined by the MHC Articles of Incorporation and the MHC Bylaws and by the statutory and regulatory provisions applicable to mutual holding companies.

          (d) Effects on Loans and Borrowings. All loans and other borrowings from WSB shall retain the same status, terms and conditions with the Merged Bank after the Effective Time of the Merger as they had with WSB immediately prior to the Effective Time.

          (e) Assets of WSB. With the exception of any assets contributed by WSB as capital to the MHC concurrently with the Merger, the Merged Bank shall possess all of the property, rights, privileges, franchises, patents, trademarks, licenses, registrations, and other assets of every kind and description of WSB, without further act or deed, and all property, rights, and every other interest of WSB and the Bank shall be as effectively the property of the Merged Bank as they were of each of the Merging Banks. All corporate acts, policies, plans, contracts, approvals and authorizations of WSB, its Members, board of directors, officers and agents, which were valid and effective immediately prior to the Effective Time shall be taken for all purposes as the acts, policies, plans, contracts, approvals, and authorizations of the Merged Bank and shall be effective and binding thereon as the same were with respect to WSB.

          (f) Liabilities of WSB. The Merged Bank shall be subject to all of the restrictions, obligations, and duties of WSB, and all rights of creditors and all liens upon all property of WSB shall be preserved, unimpaired, and all debts, liabilities and duties of WSB shall attach to the Merged Bank, and any action or proceeding pending by or against WSB may be prosecuted as if the Merger had not taken place, or the Merged Bank may be substituted in its place. Notwithstanding the foregoing, all obligations of WSB to its members with respect to their Deposit Accounts in existence immediately prior to the Effective Time shall become obligations of the MHC after the Effective Time with respect to such member’s Deposit Accounts assumed by the Merged Bank in the Merger, and from and after the Effective Time the Merged Bank shall have no obligation to members of WSB with respect to their membership rights in WSB or the MHC.

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          (g) Effect on Trust Powers. To the extent that either of the Merging Banks is then authorized under law to perform fiduciary services, the Merged Bank shall, at the Effective Time, succeed to all rights, obligations, relations and trusts, and the duties and liabilities connected therewith, held by either of the Merging Banks, and without further appointment shall act as trustee, personal representative, administrator or in any other fiduciary capacity in which either of the Merging Banks was acting at the Effective Time, and shall execute and perform each and every trust or relation in the same manner as if the Merged Bank itself has assumed the trust or relation, including the obligations and liabilities connected therewith. The Merged Bank shall be entitled to be appointed or to act as trustee or personal representative or other fiduciary to the same extent and with the same effect as would either of the Merging Banks which, prior to the Effective Time, had been designated as trustee or personal representative or other fiduciary in any trust deed or other writing, or had been nominated as Personal Representative in any will.

          (h) Offices. The executive office of the Merged Bank shall be at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, being the primary operations office of both WSB and the Bank immediately prior to the Effective Time, and the banking offices of the Merged Bank shall be the current banking offices of WSB as listed on Appendix I of the Plan of Reorganization.

          (i) Charter. From and after the Effective Time, the charter (Articles of Incorporation) of WSB shall be in the form attached as Appendix E to the Plan of Reorganization, unless and until further amended and repealed as provided therein or by law.

          (j) Bylaws. From and after the Effective Time, the Bylaws of WSB shall be in the form attached as Appendix F to the Plan of Reorganization, unless and until further amended or repealed as provided therein or by law.

          (k) Directors and Officers.

               (i) The initial board of directors of the Merged Bank following the Effective Time will be the same as the Board of Directors of WSB immediately prior to the Effective Time, although the terms of such Directors will be reordered to match the terms of such Directors as they will have on the Board of Directors of the SHC following the Reorganization. Thereafter, the holders of shares of the Merged Bank’s voting Capital Stock will elect the Merged Bank’s board of directors as provided in the Merged Bank’s Articles of Incorporation and Bylaws. It is anticipated that the employees and officers of WSB immediately prior to the Effective Time of the Merger will continue in like positions with the Merged Bank following the Effective Time.

               (ii) The directors of WSB serving immediately prior to the Effective Time will become directors of the MHC, although the terms of such Directors

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will be reordered to match the terms of such Directors as they will have on the Board of Directors of the SHC following the Reorganization, and they will stand for election by the Members of the MHC thereafter in accordance with the Articles of Incorporation and Bylaws of the MHC. The board of directors of the MHC will appoint officers to serve in accordance with the provisions of the MHC Bylaws.

     (l) Name of Merged Bank. From and after the Effective Time, the name of the Merged Bank is to be “Wauwatosa Savings Bank.”

     1.4 Further Assurances. If at any time after the Effective Time the Merged Bank shall consider or be advised that any further assignments or assurances in law or any other things are necessary or desirable to carry out the provisions of this Agreement or to vest, perfect or confirm, of record or otherwise, in the Merged Bank or its transferees the title to any property or right of either Merging Bank acquired by reason of the merger, the officers and directors of either Merging Bank in office immediately prior to the Effective Time shall in the name and on behalf of each Merging Bank execute and deliver all such proper deeds, assignments and assurances or other documents and do all things necessary and proper to vest, perfect or confirm in the Merged Bank or its transferees, title to and possession of the properties, rights, privileges, immunities, powers or purposes of each of the Merging Banks or to otherwise carry out the purposes of this Agreement and the proper officers and directors of each of the Merging Banks are hereby authorized, in the name of either Merging Bank or otherwise, to take any and all such action.

ARTICLE II

CONDITIONS

     2.1 Conditions to Merger. The consummation of the Merger provided for herein is subject to the satisfaction prior to the Effective Time of the following conditions any or all of which may be waived by consent of the Merging Banks:

          (a) Member Approval. The Plan of Reorganization, to which this Agreement is appended, must be approved by a majority of all votes entitled to be cast by Members of WSB at a special meeting of members to be called and held for that purpose.

          (b) Governmental Approvals. Each of the Merging Banks shall have received approvals or exemptions relating to the transactions contemplated by this Agreement from all government agencies and authorities whose approval or exemption is, in the judgment of management, necessary or advisable, including, without limitation, the following: (1) receipt by WSB of: (i) a new tax ruling; (ii) confirmation from the Internal Revenue Service of the validity of a previous tax ruling; or (iii) an opinion of legal counsel, to the effect that the Reorganization will qualify as a

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“Reorganization” within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code of 1986 as amended; (2) the approval of the FDIC, WDFI, and/or Federal Reserve of the Plan of Reorganization, the MHC’s Articles of Incorporation and the MHC’s Bylaws, the Stock Bank’s Articles of Incorporation and the Stock Bank’s Bylaws, and all of the other transactions contemplated by the Plan; (3) the approval of the FDIC and WDFI for the SHC’s minority stock issuance; and (4) the approval of the FDIC, WDFI and/or Federal Reserve for the establishment of the SHC and the acquisition of control by the SHC and MHC of the Merging Banks and the Merged Bank.

          (c) Third Party Consents. The MHC, the SHC and each of the Merging Banks shall have received a waiver, consent, amendment, supplemental indenture or other appropriate acquiescence from each landlord, creditor, trustee, note holder, lender or other person whose consent, waiver, or acquiescence is, in the judgment of their management, necessary or advisable so that the execution of this Agreement and the consummation of the transactions contemplated hereby does not and will not result in a breach of, or constitute a default under, or give anyone the right to accelerate payment or performance under, the Articles of Incorporation, Bylaws or other organizational documents of the MHC or either of the Merging Banks or any lease, loan agreement, indenture, contract or other agreement or instrument to which either of the Merging Banks is a party or by which any of them is bound.

ARTICLE III

TERMINATION, AMENDMENT, WAIVER

     3.1 Termination. This Agreement may be terminated and abandoned before the Effective Time, notwithstanding its approval and adoption by MHC as the sole shareholder of the Bank, without liability or restriction of either party:

          (a) by mutual written consent of the boards of directors of both of the Merging Banks at any time; or

          (b) by either Merging Bank by written notice to the other if any condition set forth in Article II hereof has not been met and has not been validly waived in writing.

     3.2 Waiver and Amendment. Any of the provisions of this Agreement:

          (a) may be waived at any time by a party entitled to the benefit thereof upon the authority of such party’s president; and

          (b) may be amended at any time by agreement in writing approved by the board of directors of both Merging Banks.

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ARTICLE IV

MISCELLANEOUS

     4.1 Necessary Action, Best Efforts. From and after the date hereof, each of the parties hereto covenants and agrees to use its best efforts to consummate the transactions contemplated hereby and to obtain all requisite third party consents and approvals.

     4.2 Notices. Subject to the provisions of law as to notices of meetings, all notices or other communications required or permitted to be given under this Agreement shall be in writing and personally delivered in a manner sufficient for the service of legal process under the laws of Wisconsin or sent by first class mail, postage prepaid, to the parties hereto at their respective addresses as set forth on the signature pages hereof or to such changed address as a party may designate by notice duly given.

     4.3 Binding Effect; No Third-Party Action. This Agreement shall be binding upon and inure to the benefit of the Merging Banks, and no stockholder, member or creditor of a party hereto or any other person shall have any right to enforce or maintain any action under this Agreement or by reason hereof. Notwithstanding the foregoing, the MHC and SHC are intended to be, and shall be deemed to be, third-party beneficiaries of the transactions contemplated by this Agreement.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

WAUWATOSA SAVINGS BANK,
a Wisconsin mutual savings bank
By:
	[Name]
	[Title]
WAUWATOSA INTERIM 2 STOCK SAVINGS BANK,
a newly-chartered interim Wisconsin
capital stock savings bank
By:
	[Name]           [Title]

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APPENDIX C

ARTICLES OF INCORPORATION
OF
LAMPLIGHTER FINANCIAL, MHC
a Wisconsin mutual holding company

Article 1.	The name of the mutual holding company is Lamplighter Financial, MHC.
Article 2.	The mutual holding company is organized under Chapter 214 of the Wisconsin Statutes and its purpose is to engage in any lawful activity within the purposes for which a mutual holding company may be organized and operated under Chapter 214 of the Wisconsin Statutes.
Article 3.	The capital of the mutual holding company is unlimited.
Article 4.	The number of directors shall be fixed by bylaw, but may not be less than five.
Article 5.	Membership in the mutual holding company is governed by Chapter 214 of the Wisconsin Statutes; provided, however, that the mutual holding company shall draw its members from Wauwatosa Savings Bank, a Wisconsin capital stock savings bank.
Article 6.	(a) The address of the mutual holding company’s home office at the time of adoption of these articles is 11200 West Plank Court, Wauwatosa, Wisconsin 53226.
	(b) The name of the initial registered agent is: Lawdock, Inc.
	(c) The street address of the initial registered office is: 411 E. Wisconsin Avenue, Suite 2040, Milwaukee, Wisconsin 53202-4497.

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APPENDIX D

BYLAWS
OF
LAMPLIGHTER FINANCIAL, MHC

1.01 Home office. The home office of Lamplighter Financial, MHC (the “MHC”) is located at 11200 West Plank Court, Wauwatosa, Milwaukee County, Wisconsin.

2.01 Membership. (1) Generally. As of the effective date of the reorganization, in which Wauwatosa Savings Bank (the “Savings Bank”) will become a Wisconsin capital stock savings bank and indirect subsidiary of the MHC, each person holding a deposit account in the Savings Bank, except a deposit account evidenced by a negotiable certificate of deposit which is not in registered form, will be a member of the MHC and, thereafter, will no longer be a member of the Savings Bank. Joint ownership of an account constitutes one membership. The rights of membership are subject to these bylaws, the MHC’s articles of incorporation, the Wisconsin statutes, administrative rules and such resolutions as the MHC’s board of directors may adopt which are consistent with the bylaws, articles , statutes and rules.

(2) Termination. Membership in the MHC shall end if the member withdraws the full withdrawal value of all deposit accounts in the Savings Bank. A member who requests the full withdrawal value of the member’s deposit accounts remains a member until the withdrawal value is paid in full.

3.01 Meetings of members. (1) Place of Meetings. Annual and special meetings shall be held at the MHC’s home office or at another place in the same county determined by the board of directors if specifically designated in the notice of meeting.

(2) Annual Meeting. The annual meeting of the members of the MHC for the election of directors and the transaction of any other business will be held within 150 days after the end of the MHC’s fiscal year, at such date and time within such 150-day period as the board of directors may determine.

(3) Special Meetings. Special meetings of members may be called at any time by the chairperson of the board, the president, the board of directors, the Division of Banking in the Wisconsin Department of Financial Institutions (the “Division”), or upon the written request of members of record holding at least 20% of the eligible votes. In the latter situation, the secretary of the MHC, or a person designated to act in the secretary’s absence, will call a special meeting to be held within 60 days after delivery of

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the request. The Division may call a special meeting with not less than seven days written or oral notice. Such request by members shall include the members’ account numbers for identification purposes, signature, and date of signature. All requests for special meetings must indicate the purpose for which the meeting is to be called. Written requests for special meetings must be delivered to the MHC’s home office and addressed to its secretary and shall be signed within the 60-day period immediately preceding delivery.

(4) Conduct of Members’ Meetings. All members’ meetings will be conducted in accordance with the most recently available edition of Robert’s Rules of Order unless other written procedural rules are adopted by the members or by the board of directors and copies are available to the members. The chief executive officer, or in his or her absence, an officer designated by resolution of the board of directors, or in the absence of such designation, any person chosen by the members present, will preside over the meeting. The secretary of the MHC will act as secretary of all members’ meetings, but in his or her absence, another person will be appointed by the presiding officer to act in that capacity.

(5) Notice of Members’ Meetings. The secretary will cause notice of the place, day, hour and purpose of a meeting of members to be given at least 10 days but not more than 40 days before the meeting by: (a) mailing a notice to each member at the member’s last known post office address as shown on the books of the MHC or Savings Bank; or (b) publishing the notice in a newspaper of general circulation in each community in which the Savings Bank maintains an office. In addition, the notice will be posted in a conspicuous place in each of the Savings Bank’s offices during the 10 days immediately preceding the date on which the meeting will convene. For an annual meeting, the notice will so state and will contain an agenda of the meeting.

6. Quorum. A quorum will be at least one-third of the total number of votes entitled to be cast, either in person or by proxy.

7. Voting. The members entitled to vote at a meeting of members are those depositors who were members of record at the end of a day determined by the board which shall be not fewer than 10 days nor more than 60 days preceding the date of the first day of a meeting, except persons who have since ceased to be members. Unless a greater number or margin of votes is required by law, the MHC’s articles of incorporation or these bylaws, a majority of all votes cast at a meeting of members determines any question. A member shall have one vote for each $100 or additional fraction of $100 of the combined withdrawal value of the member’s deposit accounts in the Savings Bank.

8. Proxies. (1) Generally. Members may vote in person or by written proxy. Except as provided in paragraph (2), no individual may hold or vote proxies representing more than 20% of the MHC’s savings capital.

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(2) Exceptions to Limitation on Proxies. All proxies solicited by the MHC’s board of directors or given to the board, a committee established by the board of directors, or an individual designated by the board of directors, shall be voted as directed by a majority vote of the MHC’s entire board of directors except that a four-fifths vote of the entire board of directors shall be required to exercise proxies in favor of a resolution to amend or repeal and recreate the bylaws.

(3) Solicitation of Proxies. Except for the board of directors or its designee, any individual or other entity that wishes to solicit the proxies of five or more members of the MHC must first deliver written notice of intent to so solicit to the home office of the MHC, addressed to the secretary, at least sixty days prior to commencing the solicitation. Said notice must contain the specific purpose for such solicitation.

9. New Business. Any new business proposed to be conducted at an annual meeting of members must be stated in writing and the writing must be delivered to the MHC’s home office, addressed to its secretary, at least 20 days before the meeting. All new business so stated and delivered will be considered at the annual meeting, but no other proposal may be acted upon. No new business may be acted upon at a special meeting unless that business has been stated in the notice of the special meeting.

4.01 Board of directors. (1) Directors. (a) Number. The number of directors of the MHC shall be not fewer than five (5) nor more than ten (10), with the precise number to be determined from time to time by the Board of Directors.

(b) Term. The term of each director is 3 years or until his or her death, resignation, removal or a successor is elected and qualified. The terms of directors will be staggered in a manner that will provide for the election of approximately one-third of the board of directors each year.

(c) Qualifications. Directors must be adults and at least one of the directors must be a resident of this state.

(d) Vacancies. In case of a vacancy on the board of directors, a majority of the remaining directors may elect a qualified member to fill the vacancy until the next annual meeting of members. At that annual meeting, the members shall elect a qualified person to serve for the duration of the unexpired term.

(e) Nomination and election. 1. At least 30 days before each annual meeting of members, the chief executive officer must, with the approval of the board of directors, appoint a nominating committee of three members of the MHC. No person may stand for election and no director may stand for reelection on a slate of candidates nominated by a committee of which he or she was a member. The committee will nominate at least one qualified member of the MHC to fill each vacancy on the board of directors and to

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succeed each director whose term will expire at the annual meeting. Nominations made by the nominating committee must be in writing and must be signed by at least a majority of its members.

2. Any member of the MHC acting in his or her own membership capacity may nominate a qualified member of the MHC to fill any vacancy on the board of directors or to succeed each director whose term will expire at the annual meeting. Nominations made by a member acting in his or her own membership capacity must be in writing and signed by the member.

3. All nominations must be delivered to the MHC’s home office addressed to its secretary at least 20 days before the annual meeting of members. The secretary must cause a list of the names of qualified persons whose nominations for the office of director have been duly filed to be posted in a prominent place in each office of the Savings Bank for a period of at least 10 days before the date of the annual meeting.

4. No other nomination may be considered at the annual meeting. However, if no nomination has been made by either the nominating committee or by a member as provided above, or if the number of qualified persons nominated is not sufficient to fill the vacancies, nominations may be made from the floor by members in attendance at the annual meeting.

(f) Resignation. A director may resign at any time by delivering a written resignation to the MHC’s home office addressed to the MHC’s secretary. The resignation shall take effect upon its receipt or at such later date as may be specified in the notice. Unless excused by a resolution of the board of directors, more than 3 consecutive absences from regular meetings of the board automatically constitutes a resignation.

(g) Removal. The board may remove a director for a violation of Chapter 214, Wis. Stats., a rule or order of the division of banking, the articles of incorporation, the bylaws, or any other state or federal law governing mutual holding company operations or whenever, in the board’s judgment, removal is in the best interests of the MHC. A director may only be removed after being afforded an opportunity to be heard by the board.

(2) Meetings of the Board of Directors. (a) Regular meetings. Regular meetings of the board of directors will be held at a place, hour and date specified by a resolution of the board.

(b) Special meetings. Special meetings of the board of directors may be called by the secretary or a person designated to act in the secretary’s absence at the written request of the president, the chairperson of the board, or a majority of the board’s members. Each special meeting must be held upon at least 3 days notice to each director given either personally or by facsimile machine or upon at least 5 days notice by mail, unless

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the director attends the meeting and does not object to the transaction of business because of improper notice or unless notice is waived in writing by each director at, before or after the meeting.

(c) Action by unanimous consent. Any action required or permitted to be taken at a meeting by the board of directors or a committee of the board of directors may be taken without a meeting if all the directors consent to the action in writing.

(d) Quorum. Unless a greater number or margin of votes is required by law, a majority of the directors constitutes a quorum. A majority of the quorum may approve the business of the meeting.

(e) Conduct of meetings. Meetings of the board of directors will be conducted in accordance with the most recently available edition of Robert’s Rules of Order, unless other written procedural rules are adopted by the board. The meeting shall be chaired by the chairperson of the board, or in the chairperson’s absence a director designated by the chairperson, or in their absence any director chosen by the directors present. The act of the majority of the directors present at any meeting at which there is a quorum is the act of the board, unless the act of a greater number is required by law, the MHC’s articles of incorporation or these bylaws.

(f) Directors’ vote on merger or change in form. The affirmative vote of four-fifths of the directors present at a meeting at which a quorum is present shall be required to make a resolution an effective act of the board if such resolution approves a change in the form of governance of the MHC to any form other than that of a mutual holding company, or if such resolution approves a liquidation or merger of the MHC with another institution.

(3) Powers. To the extent that its actions are not contrary to law, the MHC’s articles of incorporation, or these bylaws, the board of directors may:

(a) Form committees. Create committees which it deems necessary and prescribe for each committee its duties and authority. Committee members will be appointed by the chief executive officer with the approval of the board.

(b) Remove personnel. Remove any employee or committee member at any time with or without cause and any officer if the board determines that removal is in the best interest of the MHC.

(c) Act on applications for membership. Accept or reject any application for membership.

(d) Make donations. Approve donations of the MHC for the public welfare or for charitable, scientific, religious or educational purposes.

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(e) Exercise other powers. Exercise any other powers of the MHC not expressly reserved to the members.

5.01 Officers. (1) Designation. Each year, at the meeting of the board of directors following the annual meeting of members, the board of directors will elect a director to serve as chairperson of the board and will elect a president, secretary, treasurer, one or more vice presidents, and any other MHC officers it designates by resolution. The MHC’s chief executive officer shall be a director. One person may hold two or more offices, but the chief executive officer may not hold the office of secretary or treasurer.

(2) Term of Office. The term of each officer is one year or until his or her successor is elected and qualified, unless the officer is removed earlier by law or in accordance with these bylaws.

(3) Vacancies. If a vacancy in any office arises, the directors will, as soon as practicable, fill the vacancy for the then unexpired term.

(4) Duties. (a) Chief executive officer. The chief executive officer will serve on a full time basis and shall have responsibility for the general management and control of the affairs and business of the MHC.

(b) Other officers. Each officer of the MHC shall perform the duties assigned to his or her office by the board of directors or by state and federal law, the MHC’s articles of incorporation, or these bylaws.

6.01 Indemnification. The MHC shall indemnify any present or former officer, director, employee or agent to the broadest extent permitted under ss. 180.0850 to 180.0859, Stats., or to the broadest extent hereafter permitted by statute or otherwise.

7.01 Delivery of materials to the MHC. All materials that these bylaws require to be delivered to the MHC may be delivered in person or by certified mail. When delivered by certified mail, they are deemed delivered when deposited in the United States mail.

8.01 Fiscal year. The fiscal year of the MHC begins on July 1 (first day of fiscal year) and ends on June 30 (last day of fiscal year).

9.01 Distribution of earnings and net worth. When earnings of the MHC are distributed to depositors of the Savings Bank, the distribution will be made on the basis of the amount on deposit in each member’s deposit account, at a rate or rates determined by the Savings Bank’s agreement with the member. In the event of liquidation of the MHC, all owners of deposit accounts in the Savings Bank will share in the MHC’s net worth, pro rata to the balance in their deposit accounts.

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10.01 Corporate seal. The corporate seal of the MHC consists of two concentric circles between which the name of the MHC appears. The words “corporate seal” appear at its center.

11.01 Amendments. (1) BY MEMBERS. The members of the MHC may amend these bylaws or may repeal them and adopt new bylaws by the affirmative vote of a majority of all votes cast at a meeting of members. The effective date of changes to the bylaws approved by members as provided herein shall be three years from the date approved by the division of banking. Any such changes proposed by members will be considered at a meeting of members upon the written request of 20% of all members. Such requests shall include the member’s account numbers for identification purposes, signature, date of signature and the specific change to be considered. All such requests shall be delivered to the secretary of the MHC at the home office and shall be signed within the sixty-day period immediately preceding such delivery. Said delivery of such request must be at least sixty days before the members’ meeting wherein the proposed changes will be voted on. However, if the board of directors approves of such changes by a four-fifths vote, the effective date shall be the date of approval by the division of banking.

(2) By Directors. These bylaws may be amended or may be repealed and new bylaws adopted by the board of directors upon an affirmative vote of at least four-fifths of the directors present at a meeting of directors at which a quorum is present.

(3) Effective Date. No amendment to these bylaws will take effect until it has been filed with and approved by the division of banking.

12.01 Applicability of general corporate laws. To the extent that its provisions do not conflict with the MHC’s articles of incorporation, these bylaws, or the laws of this state specifically governing mutual holding companies, ch. 180, Wis. Stats., applies to the MHC and its operations.

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APPENDIX E

ARTICLES OF INCORPORATION
OF
WAUWATOSA SAVINGS BANK
a Wisconsin capital stock savings bank

Article 1.	The name of the savings bank is Wauwatosa Savings Bank.
Article 2.	The purpose of the savings bank is to engage in any lawful activity for which a capital stock savings bank may be organized and operated under Chapter 214 of the Wisconsin Statutes.
Article 3.	The savings bank is authorized to issue 1,000 shares of common stock having a par value of $0.01 per share.
Article 4.	Voting rights shall be vested exclusively in the savings bank’s stockholders.
Article 5.	The number of directors shall be fixed by bylaw, but may not be less than five.
Article 6.	The address of the savings bank’s home banking office at the time of adoption of these articles is 7500 West State Street, Wauwatosa, Wisconsin 53213, and its corporate headquarters are located at 11200 West Plank Court, Wauwatosa, Wisconsin 53226.

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APPENDIX F

BYLAWS
OF
WAUWATOSA SAVINGS BANK

1.01 Home Office. The home banking office of the savings bank is located at 7500 West State Street, Wauwatosa, Milwaukee County, Wisconsin, and its corporate headquarters are located at 11200 West Plank Court, Wauwatosa, Milwaukee County, Wisconsin

2.01 Applicability of general corporate laws. To the extent that its provisions do not conflict with the savings bank’s articles of incorporation, these bylaws, or the laws of this state specifically governing capital stock savings banks, ch. 180, Stats., applies to this savings bank and its operation.

3.01 Meetings of stockholders. (1) Place of Meetings. Annual and special meetings of stockholders of the savings bank will be held at the savings bank’s home office or at another place in the same county if specifically designated in the notice of meeting. A meeting will be held on a date and at a time designated by the board of directors and stated in the notice of meeting.

(2) Annual Meeting. The annual meeting of stockholders of the savings bank for the election of directors and the transaction of other business will be held within 150 days after the end of the saving bank’s fiscal year, at such date and time within such 150-day period as the board of directors may determine. Directors will be elected by majority vote of stockholders present in person or by proxy.

(3) Special Meetings. Special meetings of stockholders may be called at any time by the chairperson of the board, the president, the division of banking, the board of directors or upon the written request of the stockholders of at least 20% of the outstanding stock. In the latter situation, the secretary of the savings bank or a person designated to act in the secretary’s absence, will call a special meeting to be held within 60 days after the delivery of the request. The division may call a special meeting with not less than 7 days written or oral notice. All requests for special meetings must be delivered to the savings bank’s home office and addressed to its secretary. Business transacted at a special meeting of stockholders will be limited to the purpose for which the meeting is called, which will be stated in the notice of the special meeting.

(4) Notice of Meetings. Except as provided in sub. (3), written notice of all meetings of the stockholders shall state the date, time and place of the meeting and shall be given

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to each stockholder of record entitled to vote not less than 10 or more than 40 days before the date of the meeting. The notice shall be displayed at each office of the savings bank during the 10 days immediately preceding the date on which the meeting will convene.

(5) Quorum. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of stockholders. If a quorum is present, stockholders may act by the affirmative vote of the majority of the shares present, unless the vote of a greater number or voting by classes is required by law or the articles of incorporation and, after persons who may cast a majority of votes are no longer present, the remaining persons present may continue to transact business until adjournment. If less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting to a future date and time without further notice. If a quorum is present at the reconvened meeting, any business may be transacted which might have been transacted at the original adjourned meeting. If the adjournment is for more than 30 days, or, if after adjournment a new record date is set, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting.

(6) Stockholder Voting: Proxies. Each stockholder is entitled to one vote in person or by proxy for each share of capital stock owned. A proxy is void 11 months after the date of its execution unless otherwise provided in the proxy. Each proxy must be in writing and signed by the stockholder or an authorized representative. The board of directors will appoint the persons to vote the proxies solicited by the savings bank’s management and may, by resolution, establish rules regarding the validity of a proxy. A proxy may be revoked by delivery of a subsequently dated proxy; by delivery of a written notice of revocation to the saving bank’s secretary; or by the person granting the proxy appearing in person and voting at a meeting.

(7) Conduct of Stockholders’ Meetings. All Stockholders’ meetings will be conducted in accordance with the most recent available edition of Robert’s Rules of Order, unless other written procedural rules are adopted by the board of directors and are available to the stockholders. The chief executive officer, or in the chief executive officer’s absence, an officer designated by the board of directors, will preside over the meetings. The secretary of the savings bank will act as secretary of all stockholder meetings, but in his or her absence, another person will be appointed by the presiding officer to act in that capacity.

4.01. Board of directors. (1). Directors. (a) Number. The number of directors of the savings bank shall be not fewer than five (5) nor more than ten (10), with the precise number to be determined from time to time by the Board of Directors.

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(b) Term. The term of each director is 3 years, or until his or her death, resignation, removal or a successor is elected and qualified. The terms of directors will be staggered in a manner that will provide for the election of approximately one-third of the board of directors each year.

(c) Qualifications. Directors must be adults and at least one of the directors must be a resident of this state.

(d) Vacancies. In case of a vacancy on the board of directors, a majority of the remaining directors may elect a qualified person to fill the vacancy until the next annual meeting of stockholders. At that meeting, the stockholders will elect a qualified person to serve for the duration of the unexpired term.

(e) Resignation. A director may resign at any time by delivering a written resignation to the savings bank’s home office addressed to the saving bank’s secretary. The resignation shall take effect upon its receipt or at such later date as may be specified in the notice.

(f) Removal. The board may remove a director or officer for a violation of ch. 214, Stats., a rule or order of the division of banking, the savings bank’s articles of incorporation or bylaws or any other state or federal law governing savings bank operations. A director may only be removed after being afforded an opportunity to be heard by the board.

(2) Meetings of the Board of Directors. (a) Regular meetings. Regular meetings of the board of directors may be held without notice at a place, hour and date specified by a resolution of the board. However, immediately following each annual meeting of stockholders, the directors shall convene and elect the board’s and savings bank’s officers for the ensuing year.

(b) Special meetings. Special meetings of the board of directors may be called by the secretary or a person designated to act in the secretary’s absence at the written request of the president, the chairperson of the board, or a majority of the board’s members. Each special meeting must be held upon at least 3 days notice to each director given either personally or by facsimile machine or by 5 days notice by mail, unless notice is waived by each director at, before, or after the meeting.

(c) Quorum. Unless a greater number or margin of votes is required by law, a majority of the directors constitutes a quorum. A majority of the quorum may approve the business of the meeting. If a quorum is not present, the directors present may adjourn the meeting without additional notice than announcement at the meeting until a quorum is present.

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(d) Action by unanimous consent. Any action required or permitted to be taken at a meeting of the board of directors or a committee of the board of directors may be taken without a meeting if all the directors consent to the action in writing.

(e) Conduct of meetings. Meetings of the board of directors will be conducted in accordance with the most recent available Robert’s Rules of Order, unless other written procedural rules are adopted by the board. The meeting shall be chaired by the chairperson of the board, or, in the chairperson’s absence, a director designated by the chairperson, or, in their absence, any director chosen by the directors present.

(3) Committees. The board of directors may by resolution create committees and prescribe the duties and authority of each. Committee members will be appointed by the chief executive officer with the approval of the board. A committee may not take action with respect to dividends to stockholders, election of the savings bank’s officers or the filling of vacancies on the board of directors or committees of the board of directors.

5.01 Officers. (1) Designation. Each year, at the board of directors meeting immediately following the annual meeting of stockholders, the board of directors shall elect a director to serve as chairperson of the board and elect a president, secretary, treasurer, one or more vice presidents, and any other savings bank officers it designates by resolution. The board will also designate the president or the chairperson of the board as the savings bank’s chief executive officer. One person may hold 2 or more offices, but the president and the chief executive officer may not hold the office of secretary, vice president or treasurer.

(2) Term of Office. The term of each officer is one year or until his or her death, resignation, removal or a successor is appointed and qualified, unless the officer is removed earlier under law or under these bylaws.

(3) Vacancies. If a vacancy in any office of the board of directors arises, the board, as soon as practicable, will fill the vacancy for the unexpired term.

(4) Duties. Each officer of the savings bank shall perform the duties assigned to his or her office by the board of directors, by state and federal law, the articles of incorporation, or these bylaws. The chief executive officer will serve on a full-time basis.

6.01 Indemnification. The savings bank shall indemnify and limit liability of any present or former officer, director, employee or agent of the savings bank to the broadest extent permitted under ss. 180.0850 to 180.0859, Stats., or to the broadest extent hereafter permitted by statute or otherwise.

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7.01 Delivery of materials to the savings bank. All materials that these bylaws require to be delivered to the savings bank may be delivered in person or by certified mail. When delivered by certified mail, they are deemed delivered when deposited in the United States mail.

8.01 Stock certificates and their transfer. (1) Transfer of Shares. Shares of stock in the savings bank may be transferred on the stock transfer books of the savings bank only by their holder of record or an authorized representative. All certificates tendered for transfer will be cancelled; no new certificate will be issued until the former certificate for like number of shares has been surrendered. However, for a lost, destroyed or mutilated certificate, a replacement may be issued on such terms and indemnity to the savings bank as the board of directors may prescribe. The person in whose name shares appear on the books of the savings bank will be deemed the owner for all purposes.

(2) Stock Rules. The board of directors may, by resolution, adopt further rules governing the issue, transfer and registration of certificates representing the shares of the savings bank.

9.01 Fiscal year. The fiscal year of the savings bank begins on July 1 (first day of fiscal year) and ends on June 30 (last day of fiscal year).

10.01 Corporate seal. The corporate seal of the savings bank consists of 2 concentric circles between which the name of the savings bank appears. The words “corporate seal” appear at its center.

11.01 Amendments. (1) By Stockholders. The stockholders of the savings bank may amend these bylaws or repeal them and adopt new bylaws by the affirmative vote of a majority of all votes cast at a meeting of stockholders.

(2) By Directors. These bylaws may be amended or may be repealed and new bylaws adopted by the board of directors upon an affirmative vote of at least two-thirds of the directors present at a meeting of directors at which a quorum is present.

(3) Effective Date. No amendment to these bylaws will take effect until it has been filed with and approved by the division of banking.

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APPENDIX G

ARTICLES OF INCORPORATION
OF
WAUWATOSA HOLDINGS, INC.

These Articles of Incorporation (“Articles”) are executed by the undersigned for the purpose of forming Wauwatosa Holdings, Inc., a corporation incorporated under Chapter 180 of the Wisconsin Statutes, the Wisconsin Business Corporation Law.

ARTICLE I. NAME

The name of the corporation is WAUWATOSA HOLDINGS, INC.

ARTICLE II. PURPOSE

The corporation is organized for the purposes of: (1) acting as a subsidiary holding company of a mutual holding company; (2) holding the shares of capital stock of a savings bank; and (3) engaging in any lawful activity within the purposes for which corporations may be organized under the Wisconsin Business Corporation Law.

ARTICLE III. DESCRIPTION OF CAPITAL STOCK

A.	Authorized Number and Classes of Shares
	The aggregate number of shares which the corporation shall have authority to issue is Two Hundred Twenty Million (220,000,000) shares, consisting of Two Hundred Million (200,000,000) shares of Common Stock of the par value of One Cent ($.01) per share (hereinafter called the “Common Stock”) and Twenty Million (20,000,000) shares of Preferred Stock of the par value of One Cent ($.01) per share (hereinafter called the “Preferred Stock”).
B.	Common Stock Provisions

(1)   Dividends. Subject to any rights of holders of Preferred Stock, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock from time to time from any funds, property or shares legally available therefor.

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(2)	Voting Rights. Subject to any rights of holders of Preferred Stock to vote on a matter as a class or series, and subject to the other provisions of these Articles of Incorporation and of Wisconsin law, each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote of holders of Common Stock at a meeting of Shareholders.
(3)	Liquidation, Dissolution or Winding Up. In the event of any liquidation, dissolution or winding up of the corporation, the holders of Common Stock, subject to any rights of holders of Preferred Stock, shall be entitled to receive the net balance of any remaining assets of the corporation.
(4)	No Preemptive Rights. No holder of Common Stock shall be entitled as such, as a matter of right, to subscribe for or purchase or receive any part of any new or additional issue of stock, or securities convertible into stock, of any class whatever, whether now or hereafter authorized, or whether issued for cash, property or services, by way of dividend, or in exchange for the stock of another corporation.

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Preferred Stock Provisions

The Board of Directors shall have authority to divide the Preferred Stock into series, to issue shares of any such series and, within the limitations set forth in these Articles of Incorporation or prescribed by law, to fix and determine the relative rights and preferences of the shares of any series so established. Each such series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. All shares of Preferred Stock shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(1)	The rate of dividend;
(2)	The price at and the terms and conditions on which shares may be redeemed;
(3)	The amount payable upon shares in the event of voluntary or involuntary liquidation of the corporation;
(4)	Sinking fund provisions for the redemption or purchase of shares;
(5)	The terms and conditions on which shares may be converted, if shares are issued with the privilege of conversion;
(6)	Voting rights, if any; and

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(7)   Any other rights or preferences as to which the laws of the State of Wisconsin, as in effect at the time of the determination thereof, permit variations between different series of Preferred Stock.

Shares of Preferred Stock shall have only such voting rights, if any, preemptive rights, if any, and other rights as are fixed and determined by the Board of Directors in accordance with the foregoing provisions or as may be required by law.

D.   Certain Other Provisions Affecting Shareholders

(1)	Restriction on Certain Purchases of Common Stock at Market Premium
	The corporation shall not purchase any shares of Common Stock from any person or other entity if more than 5% of the outstanding shares of Common Stock are believed by the Board of Directors to be Beneficially Owned by such person or other entity at the time the purchase is authorized by the Board, at a price exceeding significantly (as determined by the Board of Directors) the then current market price. This provision shall not apply, however, to (i) any purchase of shares believed by the Board to have been Beneficially Owned by the seller, or by the seller and any of the seller’s Affiliates consecutively, for at least the two-year period ending with the date of purchase; (ii) any purchase of shares which has been approved by affirmative vote by a majority of the aggregate number of votes which the holders of the then outstanding shares of Common Stock and Preferred Stock are entitled to cast, voting together as a class, in the election of directors; or (iii) any purchase pursuant to a tender offer to all holders of Common Stock on the same terms.
(2)	Bylaw Provisions Fixing Greater Voting Requirements
	The Bylaws may require a greater Shareholder vote than would otherwise be required by law or by these Articles for: (i) removal of a director from office; or (ii) amending provisions of the Bylaws relating to or in connection with taking action by the unanimous consent of Shareholders without a meeting; the number, term, qualification, classification and election of directors; the removal of a director from office; notice for shareholders’ meetings; indemnification of officers, directors and other persons by the corporation; or Bylaw amendments. For purposes of Sections 180.1021 and 180.1706(4) of the Wisconsin Statutes, each section of the Bylaws shall be deemed to be a separate bylaw.

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(3)   Five Year Restriction on Voting Rights

(a) Notwithstanding any other provision of these Articles, until ___, 2010, 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 shareholders entitled to vote on any matter, beneficially owns in 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, except that such restriction and all restrictions set forth in this subsection (3) shall not apply to the mutual holding company parent of the corporation or any tax qualified employee stock benefit plan established by the corporation, which shall be able to vote in respect to 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 which are both 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.

(b) The Board of Directors shall have the power to construe and apply the provisions of this subsection and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with respect to (i) the number of shares of Common Stock beneficially owned by any person, (ii) whether a person is an Affiliate of another, (iii) whether a person has an agreement, arrangement, or understanding with another as to the definition of beneficial ownership, (iv) the application of any other definition or operative provision of the section to the given facts, or (v) any other matter relating to the applicability or effect of this subsection. 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 Shareholders.

(c) 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 (i) the record owner(s) of all shares beneficially

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owned by such person who is reasonably believed to own shares in excess of the Limit, (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be requested of such person.

(4)   The following definitions shall apply to this Article III, Section D:

(a) “Affiliate” with respect to any person or other entity, shall mean any other person or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such former person or other entity.

(b) “Beneficially Owned” shall have the meaning provided in, and “beneficial ownership” shall be determined pursuant to, Rule 13d-3 promulgated by the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as in effect on the date of the filing hereof.

(c) A “person” shall include an individual, firm, a group acting in concert, a corporation, a partnership, a limited liability company, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, or any other group formed for the purpose of acquiring, holding or disposing of securities of any other entity.

(5)   In the event that any provision (or portion thereof) of this Section D shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this subsection 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 the corporation and its Shareholders that such remaining provision (or portion thereof) of this Section remain, to the fullest extent permitted by law, applicable and enforceable as to all Shareholders, including Shareholders owning an amount of stock over the Limit, notwithstanding any such finding.

ARTICLE IV. NUMBER AND CLASSES OF DIRECTORS

The Board of Directors shall consist of such number of directors as shall be fixed from time to time by or in the manner provided in the Bylaws. The Bylaws may provide that the directors shall be divided into three classes, with staggered terms in office, as contemplated in Section 180.0806 of the Wisconsin Statutes or any successor provision.

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ARTICLE V. EMERGENCY PROVISIONS

The business and affairs of the corporation shall be managed by its Board of Directors, except as otherwise provided in this Article V after the occurrence and during the continuance of any Emergency. During any Emergency the provisions of this Article V shall apply to the maximum extent permitted by the Wisconsin Business Corporation Law, particularly Sections 180.0207 and 180.0303 thereof, or any successor provisions, as at the time in effect. The provisions of this Article V shall control during any Emergency, notwithstanding any contrary provisions of these Articles or the Bylaws of the corporation.

As used in this Article V, “Emergency” means a catastrophic event that prevents a quorum of the Board of Directors from being readily assembled.

During any Emergency, the business and affairs of the corporation shall be managed by an interim Board of Directors consisting of so many of the incumbent directors, if any, as are known to be alive and not incapacitated, and whom the corporation is able to contact by normal means of communication, together with provisional directors selected as hereinafter provided. The total number of directors on such interim Board of Directors shall be the lesser of the number determined in or pursuant to the Bylaws, or the number of eligible persons who are known to be alive, are not incapacitated and can be readily contacted by the usual means of communication. The Board of Directors by resolution may from time to time designate a list of provisional directors and the order of priority in which such persons shall become interim directors in the event of Emergency, which designation shall continue in effect until such resolution has been subsequently amended or rescinded or has by its terms ceased to have effect. Interim directors need not be Shareholders of the corporation. In addition to the exercise, on a temporary basis, of all of the powers of the regular Board of Directors, the interim Board of Directors shall have the authority to declare vacancies in any positions of the regular Board of Directors in cases where any incumbent director is incapacitated or missing or otherwise unable to be contacted within a reasonable time, and to fill such vacancies, as well as any vacancy resulting from the death of a director, by electing replacements to the regular Board of Directors to serve until the next succeeding annual meeting of Shareholders.

When an Emergency has occurred, any director or provisional director named in any aforementioned resolution is empowered on behalf of the corporation to declare the provisions of this Article V to be in effect, and to call a meeting of either the regular or an interim Board of Directors on such notice, which may be shorter than the notice provided for in the Bylaws for special meetings of the Board of Directors, as such person may determine to be advisable. In the case of a meeting of the interim Board of Directors, reasonable efforts shall be made to give such notice to all persons who are or may be eligible to serve as interim directors. At the first meeting of any interim Board of Directors, three or more interim directors may act, notwithstanding any other

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quorum requirement provided by these Articles or the Bylaws of the corporation, and notwithstanding any failure of other interim directors to receive notice of the meeting. Prior to any initial meeting of the interim Board of Directors three or more interim directors, and thereafter a majority of the interim directors who are deemed to be serving as such, may take action as the Board of Directors by telephone meeting, written instrument or other means which reasonably evidences the assent to the action of a majority of such number of interim directors, in lieu of action at a meeting.

ARTICLE VI. ACQUISITION OF OWN SHARES

Subject to the provisions of subsection D(1) of Article III of these Articles, the corporation is authorized to purchase, take, receive or otherwise acquire shares of Common Stock or Preferred Stock of the corporation, with the approval of the Board of Directors, with or without any vote or consent of Shareholders.

ARTICLE VII. AMENDMENTS TO THE ARTICLES

Any lawful amendment of these Articles may be made by affirmative vote by at least the proportion specified below of the aggregate number of votes which the holders of the then outstanding shares of Common Stock and Preferred Stock are entitled to cast on the amendment and, if the shares of one or more classes or series are entitled under these Articles of Incorporation or otherwise by law to vote thereon as a class, affirmative vote by the same proportion of the aggregate number of votes which the holders of the then outstanding shares of such one or more classes or series are entitled to cast on the amendment. The proportion referred to above in this Article VII shall be 66 2/3% in the case of any amendment of the provisions set forth in Section D of Article III of these Articles, in this Article VII, and any amendment rendering inapplicable to the corporation Sections 180.1130 through 180.1134, Sections 1140 to 1144, and/or Section 180.1150 of the Wisconsin Business Corporation Law or any successor provisions. Such portion shall be a majority in all other cases.

ARTICLE VIII. EFFECT OF HEADINGS

The descriptive headings in these Articles are inserted herein for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

ARTICLE IX. REGISTERED OFFICE AND AGENT

The address of the registered office of the corporation is 411 E. Wisconsin Avenue, Suite 2040, Milwaukee, Wisconsin 53202-4497, and the name of its registered agent at such address is Lawdock, Inc. The county of such registered office is Milwaukee County.

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ARTICLE X. BYLAWS

The Board of Directors shall have the power to adopt, amend and repeal the Bylaws of the corporation to the maximum extent permitted from time to time by Wisconsin law, subject to the rights of the Shareholders to adopt, amend or repeal the Bylaws; provided, however, that Section 10.01(c) (or any successor provision) and the other provisions of the Bylaws referred to therein may be amended or repealed only by the affirmative vote of at least 66 2/3% of the aggregate number of votes which the holders of the then outstanding shares of Common Stock and Preferred Stock, voting together as a class, are entitled to cast in an election of directors.

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APPENDIX H

BYLAWS

WAUWATOSA HOLDINGS, INC.

A WISCONSIN CORPORATION

ADOPTED

________, 2005

TABLE OF CONTENTS

ARTICLE I. OFFICES; RECORDS	1
1.01 Principal and Business Offices	1
1.02 Registered Office and Registered Agent	1
1.03 Corporate Records	1
ARTICLE II. SHAREHOLDERS	2
2.01 Annual Meeting	2
2.02 Special Meetings	2
2.03 Place of Meeting	2
2.04 Notices to Shareholders	2
2.05 Fixing of Record Date	3
2.06 Shareholder List	4
2.07 Quorum and Voting Requirements	4
2.08 Conduct of Meetings	5
2.09 Proxies	5
2.10 Voting of Shares	5
2.11 Notice of Shareholder Nominations and/or Proposals	6
ARTICLE III. BOARD OF DIRECTORS	8
3.01 General Powers and Number	8
3.02 Election, Removal, Tenure and Qualifications	8
3.03 Regular Meetings	9
3.04 Special Meetings	10
3.05 Meetings By Telephone or Other Communication Technology	10
3.06 Notice of Meetings	10
3.07 Quorum	11
3.08 Manner of Acting	11
3.09 Conduct of Meetings	11
3.10 Vacancies	11
3.11 Compensation	11
3.12 Presumption of Assent	11
3.13 Committees	12
ARTICLE IV. OFFICERS	12
4.01 Appointment	12
4.02 Resignation and Removal	12
4.03 Vacancies	13
4.04 Chairperson	13
4.05 Chief Executive Officer	13

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4.06 President	14
4.07 Chief Operating Officer	14
4.08 Vice Presidents	15
4.09 Secretary	15
4.10 Treasurer	16
4.11 Assistants and Acting Officers	16
4.12 Salaries	16
ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER	16
5.01 Certificates for Shares	16
5.02 Signature by Former Officers	17
5.03 Transfer of Shares	17
5.04 Restrictions on Transfer	17
5.05 Lost, Destroyed or Stolen Certificates	17
5.06 Consideration for Shares	17
5.07 Stock Regulations	18
ARTICLE VI. WAIVER OF NOTICE	18
6.01 Shareholder Written Waiver	18
6.02 Shareholder Waiver by Attendance	18
6.03 Director Written Waiver	18
6.04 Director Waiver by Attendance	18
ARTICLE VII. ACTION WITHOUT MEETINGS	19
7.01 Shareholder Action Without Meeting	19
7.02 Director Action Without Meeting	19
ARTICLE VIII. INDEMNIFICATION	19
8.01 Indemnification for Successful Defense	19
8.02 Other Indemnification	19
8.03 Written Request	20
8.04 Nonduplication	20
8.05 Determination of Right to Indemnification	20
8.06 Advance of Expenses	22
8.07 Nonexclusivity	22
8.08 Court-Ordered Indemnification	23
8.09 Indemnification and Allowance of Expenses of Employees and Agents	23
8.10 Insurance	24
8.11 Securities Law Claims	24
8.12 Liberal Construction	24
8.13 Definitions Applicable to this Article	24

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ARTICLE IX. SEAL	26
ARTICLE X. AMENDMENTS	26
10.01 By Shareholders	26
10.02 By Directors	26
10.03 Implied Amendments	27

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ARTICLE I. OFFICES; RECORDS

     1.01 Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.

     1.02 Registered Office and Registered Agent. The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin. The address of the registered office may be changed from time to time by any officer or by the registered agent. The office of the registered agent of the corporation shall be identical to such registered office.

     1.03 Corporate Records. The following documents and records shall be kept at the corporation’s principal office or at such other reasonable location as may be specified by the corporation:

             (a) Minutes of shareholders’ and Board of Directors’ meetings and any written notices thereof.

             (b) Records of actions taken by the shareholders or directors without a meeting.

             (c) Records of actions taken by committees of the Board of Directors.

             (d) Accounting records.

             (e) Records of its shareholders.

             (f) Current Bylaws.

             (g) Written waivers of notice by shareholders or directors (if any).

             (h) Written consents by shareholders or directors for actions without a meeting (if any).

             (i) Voting trust agreements (if any).

             (j) Stock transfer agreements to which the corporation is a party or of which it has notice (if any).

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ARTICLE II. SHAREHOLDERS

     2.01 Annual Meeting. The annual meeting of the shareholders shall be held within 150 days after the end of the corporation’s fiscal year, at such date and time within such 150-day period as the board of directors may determine, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient.

     2.02 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chief Executive Officer or the Board of Directors. If, and only to the extent, required by the Wisconsin Business Corporation Law, a special meeting shall be called upon written demand describing one or more purposes for which it is to be held by holders of shares with at least 10% of the votes entitled to be cast on any issue proposed to be considered at the meeting. The purpose or purposes of any special meeting shall be described in the notice required by Section 2.04 of these Bylaws.

     2.03 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or any special meeting. If no designation is made, the place of meeting shall be the principal office of the corporation but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

     2.04 Notices to Shareholders.

             (a) Required Notice. Written notice, or any other type of notice permitted by the Wisconsin Business Corporation Law, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) days nor more than sixty (60) days before the date of the meeting (unless a different time is provided by law or the Articles of Incorporation), by or at the direction of the Chairperson of the Board, if there is one, the Chief Executive Officer, the President or the Secretary, to each shareholder entitled to vote at such meeting or, for the fundamental transactions described in subsections (e)(1) to (4) below (for which the Wisconsin Business Corporation Law requires that notice be given to shareholders not entitled to vote), to all shareholders. If mailed, such notice is effective when deposited in the United States mail, and shall be addressed to the shareholder’s address shown in the current record of shareholders of the corporation, with postage thereon prepaid. At least twenty (20) days’ notice shall be provided if the purpose, or one of the purposes, of the meeting is to consider a plan of merger or share exchange for which shareholder approval is required by law, or the

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sale, lease, exchange or other disposition of all or substantially all of the corporation’s property, with or without goodwill, otherwise than in the usual and regular course of business.

             (b) Adjourned Meeting. Except as provided in the next sentence, if any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place, if the new date, time, and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of paragraph (a) of this Section 2.04, to those persons who are shareholders as of the new record date.

             (c) Waiver of Notice. A shareholder may waive notice in accordance with Article VI of these Bylaws.

             (d) Contents of Notice. The notice of each special shareholder meeting shall include a description of the purpose or purposes for which the meeting is called, and only business within the purpose described in the meeting notice may be conducted at a special shareholders’ meeting. Except as otherwise provided in subsection (e) of this Section 2.04, in the Articles of Incorporation, or in the Wisconsin Business Corporation Law, the notice of an annual shareholders’ meeting need not include a description of the purpose or purposes for which the meeting is called.

             (e) Fundamental Transactions. If a purpose of any shareholder meeting is to consider either: (1) a proposed amendment to the Articles of Incorporation (including any restated articles) required to be approved by the shareholders; (2) a plan of merger or share exchange for which shareholder approval is required by law; (3) the sale, lease, exchange or other disposition of all or substantially all of the corporation’s property, with or without good will, otherwise than in the usual and regular course of business; (4) the dissolution of the corporation; or (5) the removal of a director, the notice must so state and in cases (1), (2) and (3) above must be accompanied by, respectively, a copy or summary of the: (1) proposed articles of amendment or a copy of the restated articles that identifies any amendment or other change; (2) proposed plan of merger or share exchange; or (3) proposed transaction for disposition of all or substantially all of the corporation’s property. If the proposed corporate action creates dissenters’ rights, the notice must state that shareholders and beneficial shareholders are or may be entitled to assert dissenters’ rights, and must be accompanied by a copy of Sections 180.1301 to 180.1331 of the Wisconsin Business Corporation Law.

     2.05 Fixing of Record Date. The Board of Directors may fix in advance a date as the record date for one or more voting groups for any determination of shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action, such date in any case to be not more than seventy (70) days prior

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to the meeting or action requiring such determination of shareholders, and may fix the record date for determining shareholders entitled to a share dividend or distribution. If no record date is fixed for the determination of shareholders entitled to demand a shareholder meeting, to notice of or to vote at a meeting of shareholders, or to consent to action without a meeting, (a) the close of business on the day before the corporation receives the first written demand for a shareholder meeting, (b) the close of business on the day before the first notice of the meeting is mailed or otherwise delivered to shareholders, or (c) the close of business on the day before the first written consent to shareholder action without a meeting is received by the corporation, as the case may be, shall be the record date for the determination of shareholders. If no record date is fixed for the determination of shareholders entitled to receive a share dividend or distribution (other than a distribution involving a purchase, redemption or other acquisition of the corporation’s shares), the close of business on the day on which the resolution of the Board of Directors is adopted declaring the dividend or distribution shall be the record date. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof unless the Board of Directors fixes a new record date and except as otherwise required by law. A new record date must be set if a meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

     2.06 Shareholder List. The officer or agent having charge of the stock transfer books for shares of the corporation shall, before each meeting of shareholders, make a complete record of the shareholders entitled to notice of such meeting, arranged by class or series of shares and showing the address of and the number of shares held by each shareholder. The shareholder list shall be available at the meeting and may be inspected by any shareholder or his or her agent or attorney at any time during the meeting or any adjournment. Any shareholder or his or her agent or attorney may inspect the shareholder list beginning two (2) business days after the notice of the meeting is given and continuing to the date of the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held and, subject to Section 180.1602(2)(b)3 to 5 of the Wisconsin Business Corporation Law, may copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection hereunder. The original stock transfer books and nominee certificates on file with the corporation (if any) shall be prima facie evidence as to who are the shareholders entitled to inspect the shareholder list or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

     2.07 Quorum and Voting Requirements. Except as otherwise provided in the Articles of Incorporation or in the Wisconsin Business Corporation Law, a majority of

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the votes entitled to be cast by shares entitled to vote as a separate voting group on a matter, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at a meeting of shareholders. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action unless a greater number of affirmative votes is required by the Wisconsin Business Corporation Law, the Articles of Incorporation or other provisions of these Bylaws. If the Articles of Incorporation or the Wisconsin Business Corporation Law provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that meeting.

     2.08 Conduct of Meetings. The Chairperson of the Board, or if there is none, or in his or her absence, the Chief Executive Officer, and in his or her absence, the President, and in the President’s absence, a Vice President in the order provided under Section 4.08 of these Bylaws, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairperson of the meeting, and the Secretary shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

     2.09 Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his or her duly authorized attorney-in-fact. All proxy appointment forms shall be filed with the Secretary or other officer or agent of the corporation authorized to tabulate votes before or at the time of the meeting. Unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, a proxy appointment may be revoked at any time. The presence of a shareholder who has filed a proxy appointment shall not of itself constitute a revocation. No proxy appointment shall be valid after eleven months from the date of its execution, unless otherwise expressly provided in the appointment form. The Board of Directors shall have the power and authority to make rules that are not inconsistent with the Wisconsin Business Corporation Law as to the validity and sufficiency of proxy appointments.

     2.10 Voting of Shares. Each outstanding share shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares are enlarged, limited or denied by the Articles of Incorporation or the Wisconsin Business Corporation Law. Shares owned directly or

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indirectly by another corporation are not entitled to vote if this corporation owns, directly or indirectly, sufficient shares to elect a majority of the directors of such other corporation. However, the prior sentence shall not limit the power of the corporation to vote any shares, including its own shares, held by it in a fiduciary capacity. Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

     2.11 Notice of Shareholder Nominations and/or Proposals.

             (a) Except with respect to any nomination or proposal adopted or recommended by the Board of Directors for inclusion in the corporation’s proxy statement for its annual meeting, a shareholder entitled to vote at a meeting may nominate a person or persons for election as a directors or directors and/or propose an action or actions to be taken at a meeting only as follows. Written notice of any shareholder nomination(s) and/or proposal(s) to be considered for a vote at an annual meeting of shareholders must be delivered personally or mailed by Certified Mail-Return Receipt Requested at least eighty (80) days and not more than one hundred ten (110) days before the scheduled date of such meeting to the Secretary of the corporation at the principal business office of the corporation.

           (1) With respect to shareholder nomination(s) for the election of directors, each such notice shall set forth:

          (i) the name and address of the shareholder who intends to make the nomination(s), of any beneficial owner of shares on whose behalf such nomination is being made and of the person or persons to be nominated;

          (ii) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting (including the number of shares the shareholder owns as of the record date (or as of the most recent practicable date if no record date has been set) and the length of time the shares have been held) and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

          (iii) a description of all arrangements and understandings between the shareholder or any beneficial holder on whose behalf it holds such shares, and their respective affiliates, and each nominee and any other person or persons (naming such person or persons)

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pursuant to which the nomination or nominations are to be made by the shareholder;

          (iv) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission (whether or not such rules are applicable) had each nominee been nominated, or intended to be nominated, by the Board of Directors; and

          (v) the consent of each nominee to serve as a director of the corporation if so elected.

       (2) With respect to shareholder proposal(s) for action(s) to be taken at an annual meeting of shareholders, the notice shall clearly set forth:

          (i) the name and address of the shareholder who intends to make the proposal(s);

          (ii) a representation that the shareholder is a holder of record of the stock of the corporation entitled to vote at the meeting (including the number of shares the shareholder owns as of the record date (or as of the most recent practicable date if no record date has been set) and the length of time the shares have been held) and intends to appear in person or by proxy to make the proposal(s) specified in the notice;

          (iii) the proposal(s) and a brief supporting statement of such proposal(s); and

          (iv) such other information regarding the proposal(s) as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission (whether or not such rules are applicable).

        (b) Except with respect to any nomination or proposal adopted or recommended by the Board of Directors for inclusion in the notice to shareholders for a special meeting of shareholders, a shareholder entitled to vote at a special meeting may nominate a person or persons for election as director(s) and/or propose action(s) to be taken at a meeting only if written notice of any shareholder nomination(s) and/or proposal(s) to be considered for a vote at a special meeting is delivered personally or mailed by Certified Mail-Return Receipt Requested to the Secretary of the corporation at the principal business office of the corporation so that it is received in a reasonable

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period of time before such special meeting and only if such nomination or proposal is within the purposes described in the notice to shareholders of the special meeting. All other notice requirements regarding shareholder nomination(s) and/or proposal(s) applicable to annual meetings also apply to nomination(s) and/or proposal(s) for special meetings.

             (c) The chairperson of the meeting may refuse to acknowledge the nomination(s) and/or proposal(s) of any person made without compliance with the foregoing procedures. This section shall not affect the corporation’s rights or responsibilities with respect to its proxies or proxy statement for any meeting.

ARTICLE III. BOARD OF DIRECTORS

     3.01 General Powers and Number.

             (a) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its Board of Directors. The number of directors of the corporation shall be not fewer than five (5) nor more than ten (10), with the precise number to be determined from time to time by the Board of Directors.

             (b) The directors shall be divided into three classes as nearly equal in number as possible, with the term of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class to expire at the third annual meeting after their election. At each annual meeting, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting.

             (c) The number of directors may be increased or decreased from time to time within the limits provided above, provided that the number of directors of the respective classes shall be as nearly equal as possible, and no decrease in the number of directors shall have the effect of shortening the term of an incumbent director.

     3.02 Election, Removal, Tenure and Qualifications.

             (a) Unless action is taken without a meeting under Section 7.01 of these Bylaws, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a shareholders meeting at which a quorum is present; i.e., the individuals with the largest number of votes in favor of their election are elected as directors up to the maximum number of directors to be chosen in the election. Votes against a candidate are not given legal effect and are not counted as votes cast in an

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election of directors. In the event two (2) or more persons tie for the last vacancy to be filled, a run-off vote shall be taken from among the candidates receiving the tie vote.

             (b) Each director shall hold office until the annual meeting of shareholders at which the term of office of his or her class expires, and until the director’s successor shall have been elected or there is a decrease in the number of directors, or until his or her prior death, resignation or removal.

             (c) Directors need not be residents of the State of Wisconsin. Directors shall own not fewer than 100 shares of the Corporation Common Stock. Unless the Articles of Incorporation or these Bylaws provide that a director may not be removed without cause, a director may be removed without cause upon the affirmative vote by the holders of at least 66 2/3% of the aggregate voting power of then-outstanding shares of stock of the Corporation, voting together as a single class, are entitled to be cast in the election of directors. If a director is elected by a voting of shareholders, only the shareholders of that voting group may participate in the vote to remove that director, but such removal of vote shall require the affirmative vote of holders of at least 66 2/3% of the outstanding voting power of that class.

             (d) A director may resign at any time by delivering a written resignation to the Board of Directors, to the Chairperson of the Board (if there is one), to the Chief Executive Officer or to the corporation through the Secretary or otherwise.

             (e) If cumulative voting for directors is not authorized by the Articles of Incorporation, any director or directors may be removed from office for cause by the shareholders if the number of votes cast to remove the director exceeds the number cast not to remove him or her, taken at a meeting of shareholders called for that purpose (unless action is taken without a meeting under Section 7.01 of these Bylaws), provided that the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of the director. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

     3.03 Regular Meetings. A regular meeting of the Board of Directors shall be held, without other notice than this Bylaw, immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors and any committee may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.

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     3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairperson of the Board, if there is one, the Chief Executive Officer, the President or any two (2) directors. Special meetings of any committee may be called by or at the request of the foregoing persons or the chairperson of the committee. The persons calling any special meeting of the Board of Directors or committee may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting called by them, and if no other place is fixed the place of meeting shall be the principal office of the corporation in the State of Wisconsin.

     3.05 Meetings By Telephone or Other Communication Technology.

             (a) Any or all directors may participate in a regular or special meeting or in a committee meeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any other means of communication by which either: (i) all participating directors may simultaneously hear each other during the meeting or (ii) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

             (b) If a meeting will be conducted through the use of any means described in paragraph (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in paragraph (a) is deemed to be present in person at the meeting.

     3.06 Notice of Meetings. Except as otherwise provided in the Articles of Incorporation or the Wisconsin Business Corporation Law, notice of the date, time and place of any special meeting of the Board of Directors and of any special meeting of a committee of the Board shall be given orally, in writing or electronically to each director or committee member at least 24 hours prior to the meeting, except that notice by mail shall be given at least 72 hours prior to the meeting. The notice need not describe the purpose of the meeting. Notice may be communicated in person, by telephone, telegraph, electronic mail or facsimile, or by mail or private carrier, or by any other means permitted by the Wisconsin’s Business Corporation Law. Oral notice is effective when communicated. Written notice is effective as follows: If delivered in person, when received; if given by mail, when deposited, postage prepaid, in the United States mail addressed to the director at his or her business or home address (or such other address as the director may have designated in writing filed with the Secretary); if given by facsimile, at the time transmitted to a facsimile number at any address designated above; and if given by telegraph, when delivered to the telegraph company.

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     3.07 Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law, a majority of the number of directors as provided in Section 3.01 shall constitute a quorum of the Board of Directors. Except as otherwise provided by the Wisconsin Business Corporation Law, a majority of the number of directors appointed to serve on a committee shall constitute a quorum of the committee.

     3.08 Manner of Acting. Except as otherwise provided by the Wisconsin Business Corporation Law or the Articles of Incorporation, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or any committee thereof.

     3.09 Conduct of Meetings. The Chairperson of the Board, or if there is none, or in his or her absence, the Chief Executive Officer, or in his or her absence, the President, and in the President’s absence, a Vice President in the order provided under Section 4.08 of these Bylaws, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall chair the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any assistant secretary or any director or other person present to act as secretary of the meeting.

     3.10 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the Board, the directors may fill a vacancy by the affirmative vote of a majority of all directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. A vacancy that will occur at a specific later date (because of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

     3.11 Compensation. The Board of Directors, irrespective of any personal interest of any of its members, may fix the compensation of directors.

     3.12 Presumption of Assent. A director who is present and is announced as present at a meeting of the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) the director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting, or (ii) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) the director delivers his or her written dissent or abstention to the

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presiding officer of the meeting before the adjournment thereof or to the corporation immediately after the adjournment of the meeting, or (iv) the director dissents or abstains from the action taken, minutes of the meeting are prepared and fail to show the director’s dissent or abstention from the action taken, and the director delivers to the corporation a written notice of that omission from the minutes promptly after receiving a copy of the minutes. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

     3.13 Committees. Unless the Articles of Incorporation otherwise provide, the Board of Directors, by resolution adopted by the affirmative vote of a majority of all the directors then in office, may create one (1) or more committees, each committee to consist of two (2) or more directors as members, which to the extent provided in the resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, may exercise the authority of the Board of Directors, except that no committee may take action which the Wisconsin Business Corporation Law does not permit a committee to take. All members of the Board of Directors who are not members of a given committee shall be alternate members of such committee and may take the place of any absent member or members at any meeting of such committee, upon request by the Chairperson of the Board, if there is one, the Chief Executive Officer, the President or upon request by the chairperson of such meeting. Each such committee shall fix its own rules (consistent with the Wisconsin Business Corporation Law, the Articles of Incorporation and these Bylaws) governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request. Unless otherwise provided by the Board of Directors in creating a committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority. The creation of a committee, delegation of authority to a committee or action by a committee does not relieve the Board of Directors or any of its members of any responsibility imposed on the Board of Directors or its members by law.

ARTICLE IV. OFFICERS

     4.01 Appointment. The principal officers shall include a Chief Executive Officer, a President, one or more Vice Presidents (the number and designations to be determined by the Board of Directors), a Secretary, and such other officers, if any, as may be deemed necessary by the Board of Directors, each of whom shall be appointed by the Board of Directors. The Board may also designate an executive or a non-executive Chairperson of the Board, a Chief Operating Officer and/or a Treasurer. Any two or more offices may be held by the same person.

     4.02 Resignation and Removal. An officer shall hold office until he or she resigns, dies, is removed hereunder, or a different person is appointed to the office. An

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officer may resign at any time by delivering an appropriate written notice to the corporation. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. Any officer may be removed by the Board of Directors with or without cause and notwithstanding the contract rights, if any, of the person removed. Except as provided in the preceding sentence, the resignation or removal is subject to any remedies provided by any contract between the officer and the corporation or otherwise provided by law. Appointment shall not of itself create contract rights.

     4.03 Vacancies. A vacancy in any office because of death, resignation, removal or otherwise, shall be filled by the Board of Directors. If a resignation is effective at a later date, the Board of Directors may fill the vacancy before the effective date if the Board of Directors provides that the successor may not take office until the effective date.

     4.04 Chairperson. The Board of Directors may elect a Chairperson (or Chairman or Chairwoman) of the Board, in which case it shall designate whether or not such position is an executive officer position. The Chairperson shall preside at all meetings of the Board of Directors and the shareholders; in the absence of the Chairperson, the Chief Executive Officer shall preside at such meetings. The Chairperson may perform other duties as the Chief Executive Officer or the Board may prescribe.

     4.05 Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the corporation and, subject to the control and direction of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The Chief Executive Officer shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the Chief Executive Officer. The Chief Executive Officer shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or directed by the Board of Directors, the Chief Executive Officer may authorize the Chairperson, the President, the Chief Operating Officer, any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general he or she shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors

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from time to time. In the absence of the Chairperson, the Chief Executive Officer shall preside at meetings of the shareholders and the Board of Directors.

     4.06 President. The Board of Directors shall elect a President. The President shall perform all the duties incident to the office of President and shall perform such duties as the Chief Executive Officer (if the President is not the Chief Executive Officer) or the Board may prescribe. The President shall also assist in the discharge of supervisory, managerial and executive duties and functions. If the President is not the Chief Executive Officer, in the absence of the Chief Executive Officer, or in the event of his or her death, inability or refusal to act, the President shall perform the duties of the Chief Executive Officer and when so acting shall have the powers and duties of the Chief Executive Officer. The President shall have the authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors and, except as otherwise provided by law or directed by the Board of Directors or the Chief Executive Officer, the President may authorize the Chief Operating Officer or any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place or stead.

     4.07 Chief Operating Officer. The Chief Operating Officer, if one is designated, shall assist the Chief Executive Officer and the President in the discharge of supervisory, managerial and executive duties and functions. In the absence of the Chief Executive Officer and the President, or in the event of their death, inability or refusal to act, the Chief Operating Officer shall perform the duties of the President and when so acting shall have the powers and duties of the President. In general, he or she shall perform such other duties as from time to time may be designated to him by the Board of Directors or the Chief Executive Officer. In addition, the Chief Operating Officer shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors and, except as otherwise provided by law or directed by the Board of Directors or the Chief Executive Officer, the Chief Operating Officer may authorize any vice president or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place or stead.

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     4.08 Vice Presidents.

             (a) The Board of Directors shall appoint one or more Vice Presidents. The Board of Directors may designate various classes, ranks or other designations of Vice President, such as Executive Vice President and Senior Vice President. In the event of such designations, all references to Vice Presidents include any such persons. The Board of Directors also may designate an order of priority among the Vice Presidents.

             (b) In the absence of the Chairperson, the Chief Executive Officer, the President and the Chief Operating Officer, or in the event of such other officers’ death, inability or refusal to act, or in the event for any reason it shall be impracticable for such other officers’ to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the Chief Executive Officer, the President and the Chief Operating Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer, the President and the Chief Operating Officer. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer, the President, the Chief Operating Officer or the Board of Directors. The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of the Vice President’s authority to act in the stead of the President or other appropriate officer.

     4.09 Secretary. The Secretary shall: (a) keep (or cause to be kept) regular minutes of all meetings of the shareholders, the Board of Directors and any committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents which are authorized to be executed on behalf of the corporation under its seal; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the Chairperson, the Chief Executive Officer, the President, the Chief Operating Officer or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer, the President or by the Board of Directors.

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     4.10 Treasurer. If the Board of Directors appoints a Treasurer, the Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the corporation; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer, the President or by the Board of Directors.

     4.11 Assistants and Acting Officers. The Board of Directors and the Chief Executive Officer shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in the officer’s stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or Chief Executive Officer shall have the power to perform all the duties of the office to which that person is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or the Chief Executive Officer.

     4.12 Salaries. The salaries of the principal officers shall be fixed from time to time by, or at the direction of, the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.

ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     5.01 Certificates for Shares. All shares of this corporation shall be represented by certificates. Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. At a minimum, a share certificate shall state on its face the name of the corporation and that it is organized under the laws of the State of Wisconsin, the name of the person to whom issued, and the number and class of shares and the designation of the series, if any, that the certificate represents. If the corporation is authorized to issue different classes of shares or different series within a class, the front or back of the certificate must contain either (a) a summary of the designations, relative rights, preferences and limitations applicable to each class, and the variations in the rights, preferences and limitations determined for each series and the authority of the Board of Directors to determine variations for future series, or (b) a conspicuous statement that the corporation will furnish the shareholder the information described in clause (a) on request, in writing and without charge. Such certificates shall be signed, either manually or in facsimile, by the Chairperson, the Chief Executive Officer, the President, the Chief Operating Officer

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or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 5.05.

     5.02 Signature by Former Officers. If an officer or assistant officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, has ceased to be such officer or assistant officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were still an officer or assistant officer at the date of its issue.

     5.03 Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer, and unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the shareholder, the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. The corporation may require reasonable assurance that all transfer endorsements are genuine and effective and in compliance with all regulations prescribed by or under the authority of the Board of Directors.

     5.04 Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction upon the transfer of such shares imposed by the corporation or imposed by any agreement of which the corporation has written notice.

     5.05 Lost, Destroyed or Stolen Certificates. Where the owner claims that his or her certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) if required by the corporation, files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

     5.06 Consideration for Shares. The shares of the corporation may be issued for such consideration as shall be fixed from time to time and determined to be adequate by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration may consist of

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any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation. When the corporation receives the consideration for which the Board of Directors authorized the issuance of shares, such shares shall be deemed to be fully paid and nonassessable by the corporation.

     5.07 Stock Regulations. The Board of Directors shall have the power and authority to make all such rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation, including the appointment or designation of one or more stock transfer agents and one or more registrars.

ARTICLE VI. WAIVER OF NOTICE

     6.01 Shareholder Written Waiver. A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, shall contain the same information that would have been required in the notice under the Wisconsin Business Corporation Law except that the time and place of meeting need not be stated, and shall be delivered to the corporation for inclusion in the corporate records.

     6.02 Shareholder Waiver by Attendance. A shareholder’s attendance at a meeting, in person or by proxy, waives objection to both of the following:

             (a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.

             (b) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

     6.03 Director Written Waiver. A director may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation or the Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, signed by the director entitled to the notice and retained by the corporation.

     6.04 Director Waiver by Attendance. A director’s attendance at or participation in a meeting of the Board of Directors or any committee thereof waives

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any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE VII. ACTION WITHOUT MEETINGS

     7.01 Shareholder Action Without Meeting. Action required or permitted by the Wisconsin Business Corporation Law to be taken at a shareholders’ meeting may be taken without a meeting only by all shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by the shareholders consenting thereto and delivered to the corporation for inclusion in its corporate records. A consent hereunder has the effect of a meeting vote and may be described as such in any document. The Wisconsin Business Corporation Law requires that notice of the action be given to certain shareholders and specifies the effective date thereof and the record date in respect thereto.

     7.02 Director Action Without Meeting. Unless the Articles of Incorporation provide otherwise, action required or permitted by the Wisconsin Business Corporation Law to be taken at a Board of Directors meeting or committee meeting may be taken without a meeting if the action is taken by all members of the Board or committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director and retained by the corporation. Action taken hereunder is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed hereunder has the effect of a unanimous vote taken at a meeting at which all directors or committee members were present, and may be described as such in any document.

ARTICLE VIII. INDEMNIFICATION

     8.01 Indemnification for Successful Defense. Within twenty (20) days after receipt of a written request pursuant to Section 8.03, the corporation shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the corporation.

     8.02 Other Indemnification.

             (a) In cases not included under Section 8.01, the corporation shall indemnify a director or officer against all liabilities and expenses incurred by the

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director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the corporation, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the corporation and the breach or failure to perform constitutes any of the following:

          (1) A willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest.

          (2) A violation of criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful.

          (3) A transaction from which the director or officer derived an improper personal profit.

          (4) Willful misconduct.

              (b) Determination of whether indemnification is required under this Section shall be made pursuant to Section 8.05.

              (c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this Section.

     8.03 Written Request. A director or officer who seeks indemnification under Sections 8.01 or 8.02 shall make a written request to the corporation.

     8.04 Nonduplication. The corporation shall not indemnify a director or officer under Sections 8.01 or 8.02 to the extent the director or officer has previously received indemnification or allowance of expenses from any person, including the corporation, in connection with the same proceeding. However, the director or officer has no duty to look to any other person for indemnification.

     8.05 Determination of Right to Indemnification.

             (a) Unless otherwise provided by the Articles of Incorporation or by written agreement between the director or officer and the corporation, the director or officer seeking indemnification under Section 8.02 shall select one of the following means for determining his or her right to indemnification:

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          (1) By a majority vote of a quorum of the Board of Directors consisting of directors not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the Board of Directors and consisting solely of two (2) or more directors who are not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.

          (2) By independent legal counsel selected by a quorum of the Board of Directors or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full Board of Directors, including directors who are parties to the same or related proceedings.

          (3) By a panel of three (3) arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the two (2) arbitrators previously selected.

          (4) By an affirmative vote of shares represented at a meeting of shareholders at which a quorum of the voting group entitled to vote thereon is present. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.

           (5) By a court under Section 8.08.

           (6) By any other method provided for in any additional right to indemnification permitted under Section 8.07.

               (b) In any determination under (a), the burden of proof is on the corporation to prove by clear and convincing evidence that indemnification under Section 8.02 should not be allowed.

               (c) A written determination as to a director’s or officer’s indemnification under Section 8.02 shall be submitted to both the corporation and the director or officer within 60 days of the selection made under (a).

               (d) If it is determined that indemnification is required under Section 8.02, the corporation shall pay all liabilities and expenses not prohibited by Section 8.04

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within ten (10) days after receipt of the written determination under (c). The corporation shall also pay all expenses incurred by the director or officer in the determination process under (a).

     8.06 Advance of Expenses. Within ten (10) days after receipt of a written request by a director or officer who is a party to a proceeding, the corporation shall pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the corporation with all of the following:

             (a) A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the corporation.

             (b) A written undertaking, executed personally or on his or her behalf, to repay the allowance to the extent that it is ultimately determined under Section 8.05 that indemnification under Section 8.02 is not required and that indemnification is not ordered by a court under Section 8.08(b)(2). The undertaking under this subsection shall be an unlimited general obligation of the director or officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.

     8.07 Nonexclusivity.

             (a) Except as provided in (b), Sections 8.01, 8.02 and 8.06 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:

          (1) The Articles of Incorporation.

          (2) A written agreement between the director or officer and the corporation.

          (3) A resolution of the Board of Directors.

          (4) A resolution, after notice, adopted by a majority vote of all of the corporation’s voting shares then issued and outstanding.

             (b) Regardless of the existence of an additional right under (a), the corporation shall not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the corporation that the director or officer did not breach or fail to perform a duty he or she owes to the corporation which constitutes conduct under Section 8.02(a)(1), (2), (3) or (4). A director or officer who is a party to the same or related proceeding for which

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indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.

             (c) Sections 8.01 to 8.13 do not affect the corporation’s power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances.

          (1) As a witness in a proceeding to which he or she is not a party.

          (2) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the corporation.

     8.08 Court-Ordered Indemnification.

             (a) Except as provided otherwise by written agreement between the director or officer and the corporation, a director or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under Section 8.05(a)(5) or for review by the court of an adverse determination under Section 8.05(a) (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice it considers necessary.

             (b) The court shall order indemnification if it determines any of the following:

          (1) That the director or officer is entitled to indemnification under Sections 8.01 or 8.02.

          (2) That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under Section 8.02.

             (c) If the court determines under (b) that the director or officer is entitled to indemnification, the corporation shall pay the director’s or officer’s expenses incurred to obtain the court-ordered indemnification.

     8.09 Indemnification and Allowance of Expenses of Employees and Agents. The corporation shall indemnify an employee of the corporation who is not a director or officer of the corporation, to the extent that he or she has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the

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corporation. In addition, the corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer of the corporation to the extent provided by the Articles of Incorporation or these Bylaws, by general or specific action of the Board of Directors or by contract.

     8.10 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director or officer, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under Sections 8.01, 8.02, 8.06, 8.07 and 8.09.

     8.11 Securities Law Claims.

             (a) Pursuant to the public policy of the State of Wisconsin, the corporation shall provide indemnification and allowance of expenses and may insure for any liability incurred in connection with a proceeding involving securities regulation described under (b) to the extent required or permitted under Sections 8.01 to 8.10.

             (b) Sections 8.01 to 8.10 apply, to the extent applicable to any other proceeding, to any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisers.

     8.12 Liberal Construction. In order for the corporation to obtain and retain qualified directors, officers and employees, the foregoing provisions shall be liberally administered in order to afford maximum indemnification of directors, officers and, where Section 8.09 of these Bylaws applies, employees. The indemnification above provided for shall be granted in all applicable cases unless to do so would clearly contravene law, controlling precedent or public policy.

     8.13 Definitions Applicable to this Article. For purposes of this Article:

             (a) “Affiliate” shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust or other enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the corporation.

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            (b) “Corporation” means this corporation and any domestic or foreign predecessor of this corporation where the predecessor corporation’s existence ceased upon the consummation of a merger or other transaction.

            (c) “Director or officer” means any of the following:

                (1) An individual who is or was a director or officer of this corporation.

                (2) An individual who, while a director or officer of this corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of another corporation or foreign corporation, partnership, joint venture, trust or other enterprise.

                (3) An individual who, while a director or officer of this corporation, is or was serving an employee benefit plan because his or her duties to the corporation also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.

                (4) Unless the context requires otherwise, the estate or personal representative of a director or officer.

For purposes of this Article, it shall be conclusively presumed that any director or officer serving as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of an affiliate shall be so serving at the request of the corporation.

            (d) “Expenses” include fees, costs, charges, disbursements, attorney fees and other expenses incurred in connection with a proceeding.

            (e) “Liability” includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including an excise tax assessed with respect to an employee benefit plan, and reasonable expenses.

            (f) “Party” includes an individual who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.

            (g) “Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding,

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whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person.

ARTICLE IX. SEAL

             The Board of Directors may provide a corporate seal which may be circular in form and have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal.”

ARTICLE X. AMENDMENTS

     10.01 By Shareholders.

             (a) These Bylaws may be amended or repealed and new Bylaws may be adopted by the shareholders by the vote provided in Section 2.07 of these Bylaws or as specifically provided below.

             (b) If authorized by the Articles of Incorporation, these Bylaws may include, and the shareholders may adopt or amend, a Bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than otherwise is provided in the Wisconsin Business Corporation Law. The adoption or amendment of a Bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.

             (c) Notwithstanding any other provision of these Bylaws, any amendment of Section 2.02, 2.07, 2.11, 3.01, 3.02, 7.01, 10.01 or 10.02 of these Bylaws may only be adopted by the affirmative vote of the holders of 66 2/3% of the voting power of all shares of the Corporation entitled to vote thereon.

     10.02 By Directors. Except as the Articles of Incorporation may otherwise provide, these Bylaws may also be amended or repealed and new Bylaws may be adopted by the Board of Directors by the vote provided in Section 3.08, but (a) no Bylaw adopted by the shareholders shall be amended, repealed or readopted by the Board of Directors if the Bylaw so adopted so provides and (b) a Bylaw adopted or amended by the shareholders or designated in Section 10.01(c) of these Bylaws that fixes a greater or lower quorum requirement or a greater voting requirement for the Board of Directors than otherwise is provided in the Wisconsin Business Corporation Law may not be amended or repealed by the Board of Directors unless the Bylaw expressly provides

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that it may be amended or repealed by a specified vote of the Board of Directors. Action by the Board of Directors to adopt or amend a Bylaw that changes the quorum or voting requirement for the Board of Directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified as provided by the preceding sentence. A Bylaw that fixes, provides or requires a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than otherwise is provided in the Wisconsin Business Corporation Law may not be adopted, amended or repealed by the Board of Directors.

     10.03 Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by a vote that would be sufficient to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

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APPENDIX I

Wauwatosa Savings Bank
Branch Office Locations

Corporate Center
11200 West Plank Court
Wauwatosa, Wisconsin 53226

Oak Creek Office
6560 South 27^th Street
Oak Creek, Wisconsin 53154

Oconomowoc Office
1233 Corporate Center Drive
Oconomowoc, Wisconsin 53066

Pewaukee Office
1230 George Towne Drive
Pewaukee, Wisconsin 53072

Pewaukee In-Store Office
1405 Capital Drive
Pewaukee, Wisconsin 53072

Waukesha Office
1710 Paramount Drive
Waukesha, Wisconsin 53196

Wauwatosa Office*
7500 West State Street
Wauwatosa, Wisconsin 53213

*Drive-Thru located at 7136 West State Street

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EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION
OF
WAUWATOSA HOLDINGS, INC.

These Articles of Incorporation (“Articles”) are executed by the undersigned for the purpose of forming Wauwatosa Holdings, Inc., a corporation incorporated under Chapter 180 of the Wisconsin Statutes, the Wisconsin Business Corporation Law.

ARTICLE I. NAME

The name of the corporation is WAUWATOSA HOLDINGS, INC.

ARTICLE II. PURPOSE

The corporation is organized for the purposes of: (1) acting as a subsidiary holding company of a mutual holding company; (2) holding the shares of capital stock of a savings bank; and (3) engaging in any lawful activity within the purposes for which corporations may be organized under the Wisconsin Business Corporation Law.

ARTICLE III. DESCRIPTION OF CAPITAL STOCK

A.   Authorized Number and Classes of Shares

The aggregate number of shares which the corporation shall have authority to issue is Two Hundred Twenty Million (220,000,000) shares, consisting of Two Hundred Million (200,000,000) shares of Common Stock of the par value of One Cent ($.01) per share (hereinafter called the “Common Stock”) and Twenty Million (20,000,000) shares of Preferred Stock of the par value of One Cent ($.01) per share (hereinafter called the “Preferred Stock”).

B.   Common Stock Provisions

(1)	Dividends. Subject to any rights of holders of Preferred Stock, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock from time to time from any funds, property or shares legally available therefor.
(2)	Voting Rights. Subject to any rights of holders of Preferred Stock to vote on a matter as a class or series, and subject to the other provisions of these

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Articles of Incorporation and of Wisconsin law, each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote of holders of Common Stock at a meeting of Shareholders.

(3)

Liquidation, Dissolution or Winding Up. In the event of any liquidation, dissolution or winding up of the corporation, the holders of Common Stock, subject to any rights of holders of Preferred Stock, shall be entitled to receive the net balance of any remaining assets of the corporation.

(4)

No Preemptive Rights. No holder of Common Stock shall be entitled as such, as a matter of right, to subscribe for or purchase or receive any part of any new or additional issue of stock, or securities convertible into stock, of any class whatever, whether now or hereafter authorized, or whether issued for cash, property or services, by way of dividend, or in exchange for the stock of another corporation.

C.   Preferred Stock Provisions

The Board of Directors shall have authority to divide the Preferred Stock into series, to issue shares of any such series and, within the limitations set forth in these Articles of Incorporation or prescribed by law, to fix and determine the relative rights and preferences of the shares of any series so established. Each such series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. All shares of Preferred Stock shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(1)	The rate of dividend;
(2)	The price at and the terms and conditions on which shares may be redeemed;
(3)	The amount payable upon shares in the event of voluntary or involuntary liquidation of the corporation;
(4)	Sinking fund provisions for the redemption or purchase of shares;
(5)	The terms and conditions on which shares may be converted, if shares are issued with the privilege of conversion;
(6)	Voting rights, if any; and
(7)	Any other rights or preferences as to which the laws of the State of Wisconsin, as in effect at the time of the determination thereof, permit variations between different series of Preferred Stock.

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Shares of Preferred Stock shall have only such voting rights, if any, preemptive rights, if any, and other rights as are fixed and determined by the Board of Directors in accordance with the foregoing provisions or as may be required by law.

D.   Certain Other Provisions Affecting Shareholders

(1)   Restriction on Certain Purchases of Common Stock at Market Premium

The corporation shall not purchase any shares of Common Stock from any person or other entity if more than 5% of the outstanding shares of Common Stock are believed by the Board of Directors to be Beneficially Owned by such person or other entity at the time the purchase is authorized by the Board, at a price exceeding significantly (as determined by the Board of Directors) the then current market price. This provision shall not apply, however, to (i) any purchase of shares believed by the Board to have been Beneficially Owned by the seller, or by the seller and any of the seller’s Affiliates consecutively, for at least the two-year period ending with the date of purchase; (ii) any purchase of shares which has been approved by affirmative vote by a majority of the aggregate number of votes which the holders of the then outstanding shares of Common Stock and Preferred Stock are entitled to cast, voting together as a class, in the election of directors; or (iii) any purchase pursuant to a tender offer to all holders of Common Stock on the same terms.

(2)   Bylaw Provisions Fixing Greater Voting Requirements

The Bylaws may require a greater Shareholder vote than would otherwise be required by law or by these Articles for: (i) removal of a director from office; or (ii) amending provisions of the Bylaws relating to or in connection with taking action by the unanimous consent of Shareholders without a meeting; the number, term, qualification, classification and election of directors; the removal of a director from office; notice for shareholders’ meetings; indemnification of officers, directors and other persons by the corporation; or Bylaw amendments. For purposes of Sections 180.1021 and 180.1706(4) of the Wisconsin Statutes, each section of the Bylaws shall be deemed to be a separate bylaw.

(3)   Five Year Restriction on Voting Rights

(a)   Notwithstanding any other provision of these Articles, until ___, 2010, in no event shall any record owner of any outstanding

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Common Stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of shareholders entitled to vote on any matter, beneficially owns in 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, except that such restriction and all restrictions set forth in this subsection (3) shall not apply to the mutual holding company parent of the corporation or any tax qualified employee stock benefit plan established by the corporation, which shall be able to vote in respect to 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 which are both 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.

(b) The Board of Directors shall have the power to construe and apply the provisions of this subsection and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with respect to (i) the number of shares of Common Stock beneficially owned by any person, (ii) whether a person is an Affiliate of another, (iii) whether a person has an agreement, arrangement, or understanding with another as to the definition of beneficial ownership, (iv) the application of any other definition or operative provision of the section to the given facts, or (v) any other matter relating to the applicability or effect of this subsection. 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 Shareholders.

(c) 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 (i) the record owner(s) of all shares beneficially owned by such person who is reasonably believed to own shares in excess of the Limit, (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be requested of such person.

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(4)   The following definitions shall apply to this Article III, Section D:

(a) “Affiliate” with respect to any person or other entity, shall mean any other person or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such former person or other entity.

(b) “Beneficially Owned” shall have the meaning provided in, and “beneficial ownership” shall be determined pursuant to, Rule 13d-3 promulgated by the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as in effect on the date of the filing hereof.

(c) A “person” shall include an individual, firm, a group acting in concert, a corporation, a partnership, a limited liability company, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, or any other group formed for the purpose of acquiring, holding or disposing of securities of any other entity.

(5)   In the event that any provision (or portion thereof) of this Section D shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this subsection 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 the corporation and its Shareholders that such remaining provision (or portion thereof) of this Section remain, to the fullest extent permitted by law, applicable and enforceable as to all Shareholders, including Shareholders owning an amount of stock over the Limit, notwithstanding any such finding.

ARTICLE IV. NUMBER AND CLASSES OF DIRECTORS

The Board of Directors shall consist of such number of directors as shall be fixed from time to time by or in the manner provided in the Bylaws. The Bylaws may provide that the directors shall be divided into three classes, with staggered terms in office, as contemplated in Section 180.0806 of the Wisconsin Statutes or any successor provision.

ARTICLE V. EMERGENCY PROVISIONS

The business and affairs of the corporation shall be managed by its Board of Directors, except as otherwise provided in this Article V after the occurrence and during the continuance of any Emergency. During any Emergency the provisions of this Article V

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shall apply to the maximum extent permitted by the Wisconsin Business Corporation Law, particularly Sections 180.0207 and 180.0303 thereof, or any successor provisions, as at the time in effect. The provisions of this Article V shall control during any Emergency, notwithstanding any contrary provisions of these Articles or the Bylaws of the corporation.

As used in this Article V, “Emergency” means a catastrophic event that prevents a quorum of the Board of Directors from being readily assembled.

During any Emergency, the business and affairs of the corporation shall be managed by an interim Board of Directors consisting of so many of the incumbent directors, if any, as are known to be alive and not incapacitated, and whom the corporation is able to contact by normal means of communication, together with provisional directors selected as hereinafter provided. The total number of directors on such interim Board of Directors shall be the lesser of the number determined in or pursuant to the Bylaws, or the number of eligible persons who are known to be alive, are not incapacitated and can be readily contacted by the usual means of communication. The Board of Directors by resolution may from time to time designate a list of provisional directors and the order of priority in which such persons shall become interim directors in the event of Emergency, which designation shall continue in effect until such resolution has been subsequently amended or rescinded or has by its terms ceased to have effect. Interim directors need not be Shareholders of the corporation. In addition to the exercise, on a temporary basis, of all of the powers of the regular Board of Directors, the interim Board of Directors shall have the authority to declare vacancies in any positions of the regular Board of Directors in cases where any incumbent director is incapacitated or missing or otherwise unable to be contacted within a reasonable time, and to fill such vacancies, as well as any vacancy resulting from the death of a director, by electing replacements to the regular Board of Directors to serve until the next succeeding annual meeting of Shareholders.

When an Emergency has occurred, any director or provisional director named in any aforementioned resolution is empowered on behalf of the corporation to declare the provisions of this Article V to be in effect, and to call a meeting of either the regular or an interim Board of Directors on such notice, which may be shorter than the notice provided for in the Bylaws for special meetings of the Board of Directors, as such person may determine to be advisable. In the case of a meeting of the interim Board of Directors, reasonable efforts shall be made to give such notice to all persons who are or may be eligible to serve as interim directors. At the first meeting of any interim Board of Directors, three or more interim directors may act, notwithstanding any other quorum requirement provided by these Articles or the Bylaws of the corporation, and notwithstanding any failure of other interim directors to receive notice of the meeting. Prior to any initial meeting of the interim Board of Directors three or more interim directors, and thereafter a majority of the interim directors who are deemed to be serving as such, may take action as the Board of Directors by telephone meeting, written

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instrument or other means which reasonably evidences the assent to the action of a majority of such number of interim directors, in lieu of action at a meeting.

ARTICLE VI. ACQUISITION OF OWN SHARES

Subject to the provisions of subsection D(1) of Article III of these Articles, the corporation is authorized to purchase, take, receive or otherwise acquire shares of Common Stock or Preferred Stock of the corporation, with the approval of the Board of Directors, with or without any vote or consent of Shareholders.

ARTICLE VII. AMENDMENTS TO THE ARTICLES

Any lawful amendment of these Articles may be made by affirmative vote by at least the proportion specified below of the aggregate number of votes which the holders of the then outstanding shares of Common Stock and Preferred Stock are entitled to cast on the amendment and, if the shares of one or more classes or series are entitled under these Articles of Incorporation or otherwise by law to vote thereon as a class, affirmative vote by the same proportion of the aggregate number of votes which the holders of the then outstanding shares of such one or more classes or series are entitled to cast on the amendment. The proportion referred to above in this Article VII shall be 66 2/3% in the case of any amendment of the provisions set forth in Section D of Article III of these Articles, in this Article VII, and any amendment rendering inapplicable to the corporation Sections 180.1130 through 180.1134, Sections 1140 to 1144, and/or Section 180.1150 of the Wisconsin Business Corporation Law or any successor provisions. Such portion shall be a majority in all other cases.

ARTICLE VIII. EFFECT OF HEADINGS

The descriptive headings in these Articles are inserted herein for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

ARTICLE IX. REGISTERED OFFICE AND AGENT

The address of the registered office of the corporation is 411 E. Wisconsin Avenue, Suite 2040, Milwaukee, Wisconsin 53202-4497, and the name of its registered agent at such address is Lawdock, Inc. The county of such registered office is Milwaukee County.

ARTICLE X. BYLAWS

The Board of Directors shall have the power to adopt, amend and repeal the Bylaws of the corporation to the maximum extent permitted from time to time by Wisconsin law, subject to the rights of the Shareholders to adopt, amend or repeal the Bylaws;

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provided, however, that Section 10.01(c) (or any successor provision) and the other provisions of the Bylaws referred to therein may be amended or repealed only by the affirmative vote of at least 66 2/3% of the aggregate number of votes which the holders of the then outstanding shares of Common Stock and Preferred Stock, voting together as a class, are entitled to cast in an election of directors.

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EX-3.2

Exhibit 3.2

BYLAWS

WAUWATOSA HOLDINGS, INC.
a Wisconsin corporation

adopted

________, 2005

TABLE OF CONTENTS

ARTICLE I. OFFICES; RECORDS		1
1.01	Principal and Business Offices	1
1.02	Registered Office and Registered Agent	1
1.03	Corporate Records	1
ARTICLE II. SHAREHOLDERS		2
2.01	Annual Meeting	2
2.02	Special Meetings	2
2.03	Place of Meeting	2
2.04	Notices to Shareholders	2
2.05	Fixing of Record Date	3
2.06	Shareholder List	4
2.07	Quorum and Voting Requirements	4
2.08	Conduct of Meetings	5
2.09	Proxies	5
2.10	Voting of Shares	5
2.11	Notice of Shareholder Nominations and/or Proposals	6
ARTICLE III. BOARD OF DIRECTORS		8
3.01	General Powers and Number	8
3.02	Election, Removal, Tenure and Qualifications	8
3.03	Regular Meetings	9
3.04	Special Meetings	10
3.05	Meetings By Telephone or Other Communication Technology	10
3.06	Notice of Meetings	10
3.07	Quorum	10
3.08	Manner of Acting	10
3.09	Conduct of Meetings	11
3.10	Vacancies	11
3.11	Compensation	11
3.12	Presumption of Assent	11
3.13	Committees	11
ARTICLE IV. OFFICERS		12
4.01	Appointment	12
4.02	Resignation and Removal	12
4.03	Vacancies	12
4.04	Chairperson	13
4.05	Chief Executive Officer	13
4.06	President	13

4.07	Chief Operating Officer	14
4.08	Vice Presidents	14
4.09	Secretary	15
4.10	Treasurer	15
4.11	Assistants and Acting Officers	15
4.12	Salaries	16
ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER		16
5.01	Certificates for Shares	16
5.02	Signature by Former Officers	16
5.03	Transfer of Shares	17
5.04	Restrictions on Transfer	17
5.05	Lost, Destroyed or Stolen Certificates	17
5.06	Consideration for Shares	17
5.07	Stock Regulations	17
ARTICLE VI. WAIVER OF NOTICE		18
6.01	Shareholder Written Waiver	18
6.02	Shareholder Waiver by Attendance	18
6.03	Director Written Waiver	18
6.04	Director Waiver by Attendance	18
ARTICLE VII. ACTION WITHOUT MEETINGS		18
7.01	Shareholder Action Without Meeting	18
7.02	Director Action Without Meeting	19
ARTICLE VIII. INDEMNIFICATION		19
8.01	Indemnification for Successful Defense	19
8.02	Other Indemnification	19
8.03	Written Request	20
8.04	Nonduplication	20
8.05	Determination of Right to Indemnification	20
8.06	Advance of Expenses	21
8.07	Nonexclusivity	22
8.08	Court-Ordered Indemnification	23
8.09	Indemnification and Allowance of Expenses of Employees and Agents	23
8.10	Insurance	23
8.11	Securities Law Claims	24
8.12	Liberal Construction	24
8.13	Definitions Applicable to this Article	24
ARTICLE IX. SEAL		25

ARTICLE X. AMENDMENTS		25
10.01	By Shareholders	25
10.02	By Directors	26
10.03	Implied Amendments	27

ARTICLE I. OFFICES; RECORDS

     1.01 Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.

     1.02 Registered Office and Registered Agent. The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin. The address of the registered office may be changed from time to time by any officer or by the registered agent. The office of the registered agent of the corporation shall be identical to such registered office.

     1.03 Corporate Records. The following documents and records shall be kept at the corporation’s principal office or at such other reasonable location as may be specified by the corporation:

(a)	Minutes of shareholders’ and Board of Directors’ meetings and any written notices thereof.
(b)	Records of actions taken by the shareholders or directors without a meeting.
(c)	Records of actions taken by committees of the Board of Directors.
(d)	Accounting records.
(e)	Records of its shareholders.
(f)	Current Bylaws.
(g)	Written waivers of notice by shareholders or directors (if any).
(h)	Written consents by shareholders or directors for actions without a meeting (if any).
(i)	Voting trust agreements (if any).
(j)	Stock transfer agreements to which the corporation is a party or of which it has notice (if any).

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ARTICLE II. SHAREHOLDERS

     2.01 Annual Meeting. The annual meeting of the shareholders shall be held within 150 days after the end of the corporation’s fiscal year, at such date and time within such 150-day period as the board of directors may determine, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient.

     2.02 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chief Executive Officer or the Board of Directors. If, and only to the extent, required by the Wisconsin Business Corporation Law, a special meeting shall be called upon written demand describing one or more purposes for which it is to be held by holders of shares with at least 10% of the votes entitled to be cast on any issue proposed to be considered at the meeting. The purpose or purposes of any special meeting shall be described in the notice required by Section 2.04 of these Bylaws.

     2.03 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or any special meeting. If no designation is made, the place of meeting shall be the principal office of the corporation but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

     2.04 Notices to Shareholders.

          (a) Required Notice. Written notice, or any other type of notice permitted by the Wisconsin Business Corporation Law, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) days nor more than sixty (60) days before the date of the meeting (unless a different time is provided by law or the Articles of Incorporation), by or at the direction of the Chairperson of the Board, if there is one, the Chief Executive Officer, the President or the Secretary, to each shareholder entitled to vote at such meeting or, for the fundamental transactions described in subsections (e)(1) to (4) below (for which the Wisconsin Business Corporation Law requires that notice be given to shareholders not entitled to vote), to all shareholders. If mailed, such notice is effective when deposited in the United States mail, and shall be addressed to the shareholder’s address shown in the current record of shareholders of the corporation, with postage thereon prepaid. At least twenty (20) days’ notice shall be provided if the purpose, or one of the purposes, of the meeting is to consider a plan of merger or share exchange for which shareholder approval is required by law, or the sale, lease, exchange or other disposition of all or substantially all of the corporation’s

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property, with or without goodwill, otherwise than in the usual and regular course of business.

          (b) Adjourned Meeting. Except as provided in the next sentence, if any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place, if the new date, time, and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of paragraph (a) of this Section 2.04, to those persons who are shareholders as of the new record date.

          (c) Waiver of Notice. A shareholder may waive notice in accordance with Article VI of these Bylaws.

          (d) Contents of Notice. The notice of each special shareholder meeting shall include a description of the purpose or purposes for which the meeting is called, and only business within the purpose described in the meeting notice may be conducted at a special shareholders’ meeting. Except as otherwise provided in subsection (e) of this Section 2.04, in the Articles of Incorporation, or in the Wisconsin Business Corporation Law, the notice of an annual shareholders’ meeting need not include a description of the purpose or purposes for which the meeting is called.

          (e) Fundamental Transactions. If a purpose of any shareholder meeting is to consider either: (1) a proposed amendment to the Articles of Incorporation (including any restated articles) required to be approved by the shareholders; (2) a plan of merger or share exchange for which shareholder approval is required by law; (3) the sale, lease, exchange or other disposition of all or substantially all of the corporation’s property, with or without good will, otherwise than in the usual and regular course of business; (4) the dissolution of the corporation; or (5) the removal of a director, the notice must so state and in cases (1), (2) and (3) above must be accompanied by, respectively, a copy or summary of the: (1) proposed articles of amendment or a copy of the restated articles that identifies any amendment or other change; (2) proposed plan of merger or share exchange; or (3) proposed transaction for disposition of all or substantially all of the corporation’s property. If the proposed corporate action creates dissenters’ rights, the notice must state that shareholders and beneficial shareholders are or may be entitled to assert dissenters’ rights, and must be accompanied by a copy of Sections 180.1301 to 180.1331 of the Wisconsin Business Corporation Law.

     2.05 Fixing of Record Date. The Board of Directors may fix in advance a date as the record date for one or more voting groups for any determination of shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action, such date in any case to be not more than seventy (70) days prior to the meeting or action requiring such determination of shareholders, and may fix the record date for determining shareholders entitled to a share dividend or distribution. If

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no record date is fixed for the determination of shareholders entitled to demand a shareholder meeting, to notice of or to vote at a meeting of shareholders, or to consent to action without a meeting, (a) the close of business on the day before the corporation receives the first written demand for a shareholder meeting, (b) the close of business on the day before the first notice of the meeting is mailed or otherwise delivered to shareholders, or (c) the close of business on the day before the first written consent to shareholder action without a meeting is received by the corporation, as the case may be, shall be the record date for the determination of shareholders. If no record date is fixed for the determination of shareholders entitled to receive a share dividend or distribution (other than a distribution involving a purchase, redemption or other acquisition of the corporation’s shares), the close of business on the day on which the resolution of the Board of Directors is adopted declaring the dividend or distribution shall be the record date. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof unless the Board of Directors fixes a new record date and except as otherwise required by law. A new record date must be set if a meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

     2.06 Shareholder List. The officer or agent having charge of the stock transfer books for shares of the corporation shall, before each meeting of shareholders, make a complete record of the shareholders entitled to notice of such meeting, arranged by class or series of shares and showing the address of and the number of shares held by each shareholder. The shareholder list shall be available at the meeting and may be inspected by any shareholder or his or her agent or attorney at any time during the meeting or any adjournment. Any shareholder or his or her agent or attorney may inspect the shareholder list beginning two (2) business days after the notice of the meeting is given and continuing to the date of the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held and, subject to Section 180.1602(2)(b)3 to 5 of the Wisconsin Business Corporation Law, may copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection hereunder. The original stock transfer books and nominee certificates on file with the corporation (if any) shall be prima facie evidence as to who are the shareholders entitled to inspect the shareholder list or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

     2.07 Quorum and Voting Requirements. Except as otherwise provided in the Articles of Incorporation or in the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast by shares entitled to vote as a separate voting group on a matter, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at a meeting of shareholders. If a quorum exists, action

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on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action unless a greater number of affirmative votes is required by the Wisconsin Business Corporation Law, the Articles of Incorporation or other provisions of these Bylaws. If the Articles of Incorporation or the Wisconsin Business Corporation Law provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that meeting.

     2.08 Conduct of Meetings. The Chairperson of the Board, or if there is none, or in his or her absence, the Chief Executive Officer, and in his or her absence, the President, and in the President’s absence, a Vice President in the order provided under Section 4.08 of these Bylaws, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairperson of the meeting, and the Secretary shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

     2.09 Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his or her duly authorized attorney-in-fact. All proxy appointment forms shall be filed with the Secretary or other officer or agent of the corporation authorized to tabulate votes before or at the time of the meeting. Unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, a proxy appointment may be revoked at any time. The presence of a shareholder who has filed a proxy appointment shall not of itself constitute a revocation. No proxy appointment shall be valid after eleven months from the date of its execution, unless otherwise expressly provided in the appointment form. The Board of Directors shall have the power and authority to make rules that are not inconsistent with the Wisconsin Business Corporation Law as to the validity and sufficiency of proxy appointments.

     2.10 Voting of Shares. Each outstanding share shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares are enlarged, limited or denied by the Articles of Incorporation or the Wisconsin Business Corporation Law. Shares owned directly or indirectly by another corporation are not entitled to vote if this corporation owns, directly or indirectly, sufficient shares to elect a majority of the directors of such other corporation. However, the prior sentence shall not limit the power of the corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

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Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

     2.11 Notice of Shareholder Nominations and/or Proposals.

          (a) Except with respect to any nomination or proposal adopted or recommended by the Board of Directors for inclusion in the corporation’s proxy statement for its annual meeting, a shareholder entitled to vote at a meeting may nominate a person or persons for election as a directors or directors and/or propose an action or actions to be taken at a meeting only as follows. Written notice of any shareholder nomination(s) and/or proposal(s) to be considered for a vote at an annual meeting of shareholders must be delivered personally or mailed by Certified Mail-Return Receipt Requested at least eighty (80) days and not more than one hundred ten (110) days before the scheduled date of such meeting to the Secretary of the corporation at the principal business office of the corporation.

     (1) With respect to shareholder nomination(s) for the election of directors, ea ch such notice shall set forth:

     (i) the name and address of the shareholder who intends to make the nomination(s), of any beneficial owner of shares on whose behalf such nomination is being made and of the person or persons to be nominated;

     (ii) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting (including the number of shares the shareholder owns as of the record date (or as of the most recent practicable date if no record date has been set) and the length of time the shares have been held) and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

     (iii) a description of all arrangements and understandings between the shareholder or any beneficial holder on whose behalf it holds such shares, and their respective affiliates, and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder;

     (iv) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of

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the Securities and Exchange Commission (whether or not such rules are applicable) had each nominee been nominated, or intended to be nominated, by the Board of Directors; and

     (v) the consent of each nominee to serve as a director of the corporation if so elected.

     (2) With respect to shareholder proposal(s) for action(s) to be taken at an annual meeting of shareholders, the notice shall clearly set forth:

     (i) the name and address of the shareholder who intends to make the proposal(s);

     (ii) a representation that the shareholder is a holder of record of the stock of the corporation entitled to vote at the meeting (including the number of shares the shareholder owns as of the record date (or as of the most recent practicable date if no record date has been set) and the length of time the shares have been held) and intends to appear in person or by proxy to make the proposal(s) specified in the notice;

     (iii) the proposal(s) and a brief supporting statement of such proposal(s); and

     (iv) such other information regarding the proposal(s) as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission (whether or not such rules are applicable).

          (b) Except with respect to any nomination or proposal adopted or recommended by the Board of Directors for inclusion in the notice to shareholders for a special meeting of shareholders, a shareholder entitled to vote at a special meeting may nominate a person or persons for election as director(s) and/or propose action(s) to be taken at a meeting only if written notice of any shareholder nomination(s) and/or proposal(s) to be considered for a vote at a special meeting is delivered personally or mailed by Certified Mail-Return Receipt Requested to the Secretary of the corporation at the principal business office of the corporation so that it is received in a reasonable period of time before such special meeting and only if such nomination or proposal is within the purposes described in the notice to shareholders of the special meeting. All other notice requirements regarding shareholder nomination(s) and/or proposal(s) applicable to annual meetings also apply to nomination(s) and/or proposal(s) for special meetings.

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          (c) The chairperson of the meeting may refuse to acknowledge the nomination(s) and/or proposal(s) of any person made without compliance with the foregoing procedures. This section shall not affect the corporation’s rights or responsibilities with respect to its proxies or proxy statement for any meeting.

ARTICLE III. BOARD OF DIRECTORS

     3.01 General Powers and Number.

          (a) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its Board of Directors. The number of directors of the corporation shall be not fewer than five (5) nor more than ten (10), with the precise number to be determined from time to time by the Board of Directors.

          (b) The directors shall be divided into three classes as nearly equal in number as possible, with the term of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class to expire at the third annual meeting after their election. At each annual meeting, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting.

          (c) The number of directors may be increased or decreased from time to time within the limits provided above, provided that the number of directors of the respective classes shall be as nearly equal as possible, and no decrease in the number of directors shall have the effect of shortening the term of an incumbent director.

     3.02 Election, Removal, Tenure and Qualifications.

          (a) Unless action is taken without a meeting under Section 7.01 of these Bylaws, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a shareholders meeting at which a quorum is present; i.e., the individuals with the largest number of votes in favor of their election are elected as directors up to the maximum number of directors to be chosen in the election. Votes against a candidate are not given legal effect and are not counted as votes cast in an election of directors. In the event two (2) or more persons tie for the last vacancy to be filled, a run-off vote shall be taken from among the candidates receiving the tie vote.

          (b) Each director shall hold office until the annual meeting of shareholders at which the term of office of his or her class expires, and until the director’s successor shall have been elected or there is a decrease in the number of directors, or until his or her prior death, resignation or removal.

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          (c) Directors need not be residents of the State of Wisconsin. Directors shall own not fewer than 100 shares of the Corporation Common Stock. Unless the Articles of Incorporation or these Bylaws provide that a director may not be removed without cause, a director may be removed without cause upon the affirmative vote by the holders of at least 66 2/3% of the aggregate voting power of then-outstanding shares of stock of the Corporation, voting together as a single class, are entitled to be cast in the election of directors. If a director is elected by a voting of shareholders, only the shareholders of that voting group may participate in the vote to remove that director, but such removal of vote shall require the affirmative vote of holders of at least 66 2/3% of the outstanding voting power of that class.

          (d) A director may resign at any time by delivering a written resignation to the Board of Directors, to the Chairperson of the Board (if there is one), to the Chief Executive Officer or to the corporation through the Secretary or otherwise.

          (e) If cumulative voting for directors is not authorized by the Articles of Incorporation, any director or directors may be removed from office for cause by the shareholders if the number of votes cast to remove the director exceeds the number cast not to remove him or her, taken at a meeting of shareholders called for that purpose (unless action is taken without a meeting under Section 7.01 of these Bylaws), provided that the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of the director. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

     3.03 Regular Meetings. A regular meeting of the Board of Directors shall be held, without other notice than this Bylaw, immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors and any committee may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.

     3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairperson of the Board, if there is one, the Chief Executive Officer, the President or any two (2) directors. Special meetings of any committee may be called by or at the request of the foregoing persons or the chairperson of the committee. The persons calling any special meeting of the Board of Directors or committee may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting called by them, and if no other place is fixed the place of meeting shall be the principal office of the corporation in the State of Wisconsin.

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     3.05 Meetings By Telephone or Other Communication Technology.

          (a) Any or all directors may participate in a regular or special meeting or in a committee meeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any other means of communication by which either: (i) all participating directors may simultaneously hear each other during the meeting or (ii) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

          (b) If a meeting will be conducted through the use of any means described in paragraph (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in paragraph (a) is deemed to be present in person at the meeting.

     3.06 Notice of Meetings. Except as otherwise provided in the Articles of Incorporation or the Wisconsin Business Corporation Law, notice of the date, time and place of any special meeting of the Board of Directors and of any special meeting of a committee of the Board shall be given orally, in writing or electronically to each director or committee member at least 24 hours prior to the meeting, except that notice by mail shall be given at least 72 hours prior to the meeting. The notice need not describe the purpose of the meeting. Notice may be communicated in person, by telephone, telegraph, electronic mail or facsimile, or by mail or private carrier, or by any other means permitted by the Wisconsin’s Business Corporation Law. Oral notice is effective when communicated. Written notice is effective as follows: If delivered in person, when received; if given by mail, when deposited, postage prepaid, in the United States mail addressed to the director at his or her business or home address (or such other address as the director may have designated in writing filed with the Secretary); if given by facsimile, at the time transmitted to a facsimile number at any address designated above; and if given by telegraph, when delivered to the telegraph company.

     3.07 Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law, a majority of the number of directors as provided in Section 3.01 shall constitute a quorum of the Board of Directors. Except as otherwise provided by the Wisconsin Business Corporation Law, a majority of the number of directors appointed to serve on a committee shall constitute a quorum of the committee.

     3.08 Manner of Acting. Except as otherwise provided by the Wisconsin Business Corporation Law or the Articles of Incorporation, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or any committee thereof.

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     3.09 Conduct of Meetings. The Chairperson of the Board, or if there is none, or in his or her absence, the Chief Executive Officer, or in his or her absence, the President, and in the President’s absence, a Vice President in the order provided under Section 4.08 of these Bylaws, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall chair the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any assistant secretary or any director or other person present to act as secretary of the meeting.

     3.10 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the Board, the directors may fill a vacancy by the affirmative vote of a majority of all directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. A vacancy that will occur at a specific later date (because of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

     3.11 Compensation. The Board of Directors, irrespective of any personal interest of any of its members, may fix the compensation of directors.

     3.12 Presumption of Assent. A director who is present and is announced as present at a meeting of the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) the director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting, or (ii) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) the director delivers his or her written dissent or abstention to the presiding officer of the meeting before the adjournment thereof or to the corporation immediately after the adjournment of the meeting, or (iv) the director dissents or abstains from the action taken, minutes of the meeting are prepared and fail to show the director’s dissent or abstention from the action taken, and the director delivers to the corporation a written notice of that omission from the minutes promptly after receiving a copy of the minutes. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

     3.13 Committees. Unless the Articles of Incorporation otherwise provide, the Board of Directors, by resolution adopted by the affirmative vote of a majority of all the directors then in office, may create one (1) or more committees, each committee to consist of two (2) or more directors as members, which to the extent provided in the

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resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, may exercise the authority of the Board of Directors, except that no committee may take action which the Wisconsin Business Corporation Law does not permit a committee to take. All members of the Board of Directors who are not members of a given committee shall be alternate members of such committee and may take the place of any absent member or members at any meeting of such committee, upon request by the Chairperson of the Board, if there is one, the Chief Executive Officer, the President or upon request by the chairperson of such meeting. Each such committee shall fix its own rules (consistent with the Wisconsin Business Corporation Law, the Articles of Incorporation and these Bylaws) governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request. Unless otherwise provided by the Board of Directors in creating a committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority. The creation of a committee, delegation of authority to a committee or action by a committee does not relieve the Board of Directors or any of its members of any responsibility imposed on the Board of Directors or its members by law.

ARTICLE IV. OFFICERS

     4.01 Appointment. The principal officers shall include a Chief Executive Officer, a President, one or more Vice Presidents (the number and designations to be determined by the Board of Directors), a Secretary, and such other officers, if any, as may be deemed necessary by the Board of Directors, each of whom shall be appointed by the Board of Directors. The Board may also designate an executive or a non-executive Chairperson of the Board, a Chief Operating Officer and/or a Treasurer. Any two or more offices may be held by the same person.

     4.02 Resignation and Removal. An officer shall hold office until he or she resigns, dies, is removed hereunder, or a different person is appointed to the office. An officer may resign at any time by delivering an appropriate written notice to the corporation. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. Any officer may be removed by the Board of Directors with or without cause and notwithstanding the contract rights, if any, of the person removed. Except as provided in the preceding sentence, the resignation or removal is subject to any remedies provided by any contract between the officer and the corporation or otherwise provided by law. Appointment shall not of itself create contract rights.

     4.03 Vacancies. A vacancy in any office because of death, resignation, removal or otherwise, shall be filled by the Board of Directors. If a resignation is effective at a later date, the Board of Directors may fill the vacancy before the effective date if the

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Board of Directors provides that the successor may not take office until the effective date.

     4.04 Chairperson. The Board of Directors may elect a Chairperson (or Chairman or Chairwoman) of the Board, in which case it shall designate whether or not such position is an executive officer position. The Chairperson shall preside at all meetings of the Board of Directors and the shareholders; in the absence of the Chairperson, the Chief Executive Officer shall preside at such meetings. The Chairperson may perform other duties as the Chief Executive Officer or the Board may prescribe.

     4.05 Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the corporation and, subject to the control and direction of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The Chief Executive Officer shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the Chief Executive Officer. The Chief Executive Officer shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or directed by the Board of Directors, the Chief Executive Officer may authorize the Chairperson, the President, the Chief Operating Officer, any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general he or she shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time. In the absence of the Chairperson, the Chief Executive Officer shall preside at meetings of the shareholders and the Board of Directors.

     4.06 President. The Board of Directors shall elect a President. The President shall perform all the duties incident to the office of President and shall perform such duties as the Chief Executive Officer (if the President is not the Chief Executive Officer) or the Board may prescribe. The President shall also assist in the discharge of supervisory, managerial and executive duties and functions. If the President is not the Chief Executive Officer, in the absence of the Chief Executive Officer, or in the event of his or her death, inability or refusal to act, the President shall perform the duties of the Chief Executive Officer and when so acting shall have the powers and duties of the Chief Executive Officer. The President shall have the authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock

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certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors and, except as otherwise provided by law or directed by the Board of Directors or the Chief Executive Officer, the President may authorize the Chief Operating Officer or any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place or stead.

     4.07 Chief Operating Officer. The Chief Operating Officer, if one is designated, shall assist the Chief Executive Officer and the President in the discharge of supervisory, managerial and executive duties and functions. In the absence of the Chief Executive Officer and the President, or in the event of their death, inability or refusal to act, the Chief Operating Officer shall perform the duties of the President and when so acting shall have the powers and duties of the President. In general, he or she shall perform such other duties as from time to time may be designated to him by the Board of Directors or the Chief Executive Officer. In addition, the Chief Operating Officer shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors and, except as otherwise provided by law or directed by the Board of Directors or the Chief Executive Officer, the Chief Operating Officer may authorize any vice president or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place or stead.

     4.08 Vice Presidents.

          (a) The Board of Directors shall appoint one or more Vice Presidents. The Board of Directors may designate various classes, ranks or other designations of Vice President, such as Executive Vice President and Senior Vice President. In the event of such designations, all references to Vice Presidents include any such persons. The Board of Directors also may designate an order of priority among the Vice Presidents.

          (b) In the absence of the Chairperson, the Chief Executive Officer, the President and the Chief Operating Officer, or in the event of such other officers’ death, inability or refusal to act, or in the event for any reason it shall be impracticable for such other officers’ to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment)

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shall perform the duties of the Chief Executive Officer, the President and the Chief Operating Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer, the President and the Chief Operating Officer. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer, the President, the Chief Operating Officer or the Board of Directors. The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of the Vice President’s authority to act in the stead of the President or other appropriate officer.

     4.09 Secretary. The Secretary shall: (a) keep (or cause to be kept) regular minutes of all meetings of the shareholders, the Board of Directors and any committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents which are authorized to be executed on behalf of the corporation under its seal; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the Chairperson, the Chief Executive Officer, the President, the Chief Operating Officer or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer, the President or by the Board of Directors.

     4.10 Treasurer. If the Board of Directors appoints a Treasurer, the Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the corporation; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer, the President or by the Board of Directors.

     4.11 Assistants and Acting Officers. The Board of Directors and the Chief Executive Officer shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in the officer’s stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act

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personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or Chief Executive Officer shall have the power to perform all the duties of the office to which that person is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or the Chief Executive Officer.

     4.12 Salaries. The salaries of the principal officers shall be fixed from time to time by, or at the direction of, the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.

ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     5.01 Certificates for Shares. All shares of this corporation shall be represented by certificates. Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. At a minimum, a share certificate shall state on its face the name of the corporation and that it is organized under the laws of the State of Wisconsin, the name of the person to whom issued, and the number and class of shares and the designation of the series, if any, that the certificate represents. If the corporation is authorized to issue different classes of shares or different series within a class, the front or back of the certificate must contain either (a) a summary of the designations, relative rights, preferences and limitations applicable to each class, and the variations in the rights, preferences and limitations determined for each series and the authority of the Board of Directors to determine variations for future series, or (b) a conspicuous statement that the corporation will furnish the shareholder the information described in clause (a) on request, in writing and without charge. Such certificates shall be signed, either manually or in facsimile, by the Chairperson, the Chief Executive Officer, the President, the Chief Operating Officer or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 5.05.

     5.02 Signature by Former Officers. If an officer or assistant officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, has ceased to be such officer or assistant officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were still an officer or assistant officer at the date of its issue.

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     5.03 Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer, and unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the shareholder, the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. The corporation may require reasonable assurance that all transfer endorsements are genuine and effective and in compliance with all regulations prescribed by or under the authority of the Board of Directors.

     5.04 Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction upon the transfer of such shares imposed by the corporation or imposed by any agreement of which the corporation has written notice.

     5.05 Lost, Destroyed or Stolen Certificates. Where the owner claims that his or her certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) if required by the corporation, files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

     5.06 Consideration for Shares. The shares of the corporation may be issued for such consideration as shall be fixed from time to time and determined to be adequate by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration may consist of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation. When the corporation receives the consideration for which the Board of Directors authorized the issuance of shares, such shares shall be deemed to be fully paid and nonassessable by the corporation.

     5.07 Stock Regulations. The Board of Directors shall have the power and authority to make all such rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation, including the appointment or designation of one or more stock transfer agents and one or more registrars.

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ARTICLE VI. WAIVER OF NOTICE

     6.01 Shareholder Written Waiver. A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, shall contain the same information that would have been required in the notice under the Wisconsin Business Corporation Law except that the time and place of meeting need not be stated, and shall be delivered to the corporation for inclusion in the corporate records.

     6.02 Shareholder Waiver by Attendance. A shareholder’s attendance at a meeting, in person or by proxy, waives objection to both of the following:

          (a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.

          (b) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

     6.03 Director Written Waiver. A director may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation or the Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, signed by the director entitled to the notice and retained by the corporation.

     6.04 Director Waiver by Attendance. A director’s attendance at or participation in a meeting of the Board of Directors or any committee thereof waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE VII. ACTION WITHOUT MEETINGS

     7.01 Shareholder Action Without Meeting. Action required or permitted by the Wisconsin Business Corporation Law to be taken at a shareholders’ meeting may be taken without a meeting only by all shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by the shareholders consenting thereto and delivered to the corporation for inclusion in its corporate records. A consent hereunder has the effect of a meeting vote and may be described as such in any document. The Wisconsin Business Corporation

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Law requires that notice of the action be given to certain shareholders and specifies the effective date thereof and the record date in respect thereto.

     7.02 Director Action Without Meeting. Unless the Articles of Incorporation provide otherwise, action required or permitted by the Wisconsin Business Corporation Law to be taken at a Board of Directors meeting or committee meeting may be taken without a meeting if the action is taken by all members of the Board or committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director and retained by the corporation. Action taken hereunder is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed hereunder has the effect of a unanimous vote taken at a meeting at which all directors or committee members were present, and may be described as such in any document.

ARTICLE VIII. INDEMNIFICATION

     8.01 Indemnification for Successful Defense. Within twenty (20) days after receipt of a written request pursuant to Section 8.03, the corporation shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the corporation.

     8.02 Other Indemnification.

          (a) In cases not included under Section 8.01, the corporation shall indemnify a director or officer against all liabilities and expenses incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the corporation, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the corporation and the breach or failure to perform constitutes any of the following:

     (1) A willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest.

     (2) A violation of criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful.

     (3) A transaction from which the director or officer derived an improper personal profit.

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     (4) Willful misconduct.

          (b) Determination of whether indemnification is required under this Section shall be made pursuant to Section 8.05.

          (c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this Section.

     8.03 Written Request. A director or officer who seeks indemnification under Sections 8.01 or 8.02 shall make a written request to the corporation.

     8.04 Nonduplication. The corporation shall not indemnify a director or officer under Sections 8.01 or 8.02 to the extent the director or officer has previously received indemnification or allowance of expenses from any person, including the corporation, in connection with the same proceeding. However, the director or officer has no duty to look to any other person for indemnification.

     8.05 Determination of Right to Indemnification.

          (a) Unless otherwise provided by the Articles of Incorporation or by written agreement between the director or officer and the corporation, the director or officer seeking indemnification under Section 8.02 shall select one of the following means for determining his or her right to indemnification:

     (1) By a majority vote of a quorum of the Board of Directors consisting of directors not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the Board of Directors and consisting solely of two (2) or more directors who are not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.

     (2) By independent legal counsel selected by a quorum of the Board of Directors or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full Board of Directors, including directors who are parties to the same or related proceedings.

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        (3) By a panel of three (3) arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the two (2) arbitrators previously selected.

        (4) By an affirmative vote of shares represented at a meeting of shareholders at which a quorum of the voting group entitled to vote thereon is present. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.

        (5) By a court under Section 8.08.

        (6) By any other method provided for in any additional right to indemnification permitted under Section 8.07.

          (b) In any determination under (a), the burden of proof is on the corporation to prove by clear and convincing evidence that indemnification under Section 8.02 should not be allowed.

          (c) A written determination as to a director’s or officer’s indemnification under Section 8.02 shall be submitted to both the corporation and the director or officer within 60 days of the selection made under (a).

          (d) If it is determined that indemnification is required under Section 8.02, the corporation shall pay all liabilities and expenses not prohibited by Section 8.04 within ten (10) days after receipt of the written determination under (c). The corporation shall also pay all expenses incurred by the director or officer in the determination process under (a).

     8.06 Advance of Expenses. Within ten (10) days after receipt of a written request by a director or officer who is a party to a proceeding, the corporation shall pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the corporation with all of the following:

          (a) A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the corporation.

          (b) A written undertaking, executed personally or on his or her behalf, to repay the allowance to the extent that it is ultimately determined under Section 8.05 that indemnification under Section 8.02 is not required and that indemnification is not

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ordered by a court under Section 8.08(b)(2). The undertaking under this subsection shall be an unlimited general obligation of the director or officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.

     8.07 Nonexclusivity.

          (a) Except as provided in (b), Sections 8.01, 8.02 and 8.06 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:

     (1) The Articles of Incorporation.

     (2) A written agreement between the director or officer and the corporation.

     (3) A resolution of the Board of Directors.

     (4) A resolution, after notice, adopted by a majority vote of all of the corporation’s voting shares then issued and outstanding.

          (b) Regardless of the existence of an additional right under (a), the corporation shall not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the corporation that the director or officer did not breach or fail to perform a duty he or she owes to the corporation which constitutes conduct under Section 8.02(a)(1), (2), (3) or (4). A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.

          (c) Sections 8.01 to 8.13 do not affect the corporation’s power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances.

     (1) As a witness in a proceeding to which he or she is not a party.

     (2) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the corporation.

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     8.08 Court-Ordered Indemnification.

          (a) Except as provided otherwise by written agreement between the director or officer and the corporation, a director or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under Section 8.05(a)(5) or for review by the court of an adverse determination under Section 8.05(a) (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice it considers necessary.

          (b) The court shall order indemnification if it determines any of the following:

     (1) That the director or officer is entitled to indemnification under Sections 8.01 or 8.02.

     (2) That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under Section 8.02.

          (c) If the court determines under (b) that the director or officer is entitled to indemnification, the corporation shall pay the director’s or officer’s expenses incurred to obtain the court-ordered indemnification.

     8.09 Indemnification and Allowance of Expenses of Employees and Agents. The corporation shall indemnify an employee of the corporation who is not a director or officer of the corporation, to the extent that he or she has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the corporation. In addition, the corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer of the corporation to the extent provided by the Articles of Incorporation or these Bylaws, by general or specific action of the Board of Directors or by contract.

     8.10 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director or officer, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under Sections 8.01, 8.02, 8.06, 8.07 and 8.09.

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     8.11 Securities Law Claims.

          (a) Pursuant to the public policy of the State of Wisconsin, the corporation shall provide indemnification and allowance of expenses and may insure for any liability incurred in connection with a proceeding involving securities regulation described under (b) to the extent required or permitted under Sections 8.01 to 8.10.

          (b) Sections 8.01 to 8.10 apply, to the extent applicable to any other proceeding, to any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisers.

     8.12 Liberal Construction. In order for the corporation to obtain and retain qualified directors, officers and employees, the foregoing provisions shall be liberally administered in order to afford maximum indemnification of directors, officers and, where Section 8.09 of these Bylaws applies, employees. The indemnification above provided for shall be granted in all applicable cases unless to do so would clearly contravene law, controlling precedent or public policy.

     8.13 Definitions Applicable to this Article. For purposes of this Article:

          (a) “Affiliate” shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust or other enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the corporation.

          (b) “Corporation” means this corporation and any domestic or foreign predecessor of this corporation where the predecessor corporation’s existence ceased upon the consummation of a merger or other transaction.

          (c) “Director or officer” means any of the following:

     (1) An individual who is or was a director or officer of this corporation.

     (2) An individual who, while a director or officer of this corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of another corporation or foreign corporation, partnership, joint venture, trust or other enterprise.

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        (3) An individual who, while a director or officer of this corporation, is or was serving an employee benefit plan because his or her duties to the corporation also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.

        (4) Unless the context requires otherwise, the estate or personal representative of a director or officer.

For purposes of this Article, it shall be conclusively presumed that any director or officer serving as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of an affiliate shall be so serving at the request of the corporation.

          (d) “Expenses” include fees, costs, charges, disbursements, attorney fees and other expenses incurred in connection with a proceeding.

          (e) “Liability” includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including an excise tax assessed with respect to an employee benefit plan, and reasonable expenses.

          (f) “Party” includes an individual who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.

          (g) “Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person.

ARTICLE IX. SEAL

          The Board of Directors may provide a corporate seal which may be circular in form and have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal.”

ARTICLE X. AMENDMENTS

     10.01 By Shareholders.

          (a) These Bylaws may be amended or repealed and new Bylaws may be adopted by the shareholders by the vote provided in Section 2.07 of these Bylaws or as specifically provided below.

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          (b) If authorized by the Articles of Incorporation, these Bylaws may include, and the shareholders may adopt or amend, a Bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than otherwise is provided in the Wisconsin Business Corporation Law. The adoption or amendment of a Bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.

          (c) Notwithstanding any other provision of these Bylaws, any amendment of Section 2.02, 2.07, 2.11, 3.01, 3.02, 7.01, 10.01 or 10.02 of these Bylaws may only be adopted by the affirmative vote of the holders of 66 2/3% of the voting power of all shares of the Corporation entitled to vote thereon.

     10.02 By Directors. Except as the Articles of Incorporation may otherwise provide, these Bylaws may also be amended or repealed and new Bylaws may be adopted by the Board of Directors by the vote provided in Section 3.08, but (a) no Bylaw adopted by the shareholders shall be amended, repealed or readopted by the Board of Directors if the Bylaw so adopted so provides and (b) a Bylaw adopted or amended by the shareholders or designated in Section 10.01(c) of these Bylaws that fixes a greater or lower quorum requirement or a greater voting requirement for the Board of Directors than otherwise is provided in the Wisconsin Business Corporation Law may not be amended or repealed by the Board of Directors unless the Bylaw expressly provides that it may be amended or repealed by a specified vote of the Board of Directors. Action by the Board of Directors to adopt or amend a Bylaw that changes the quorum or voting requirement for the Board of Directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified as provided by the preceding sentence. A Bylaw that fixes, provides or requires a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than otherwise is provided in the Wisconsin Business Corporation Law may not be adopted, amended or repealed by the Board of Directors.

     10.03 Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by a vote that would be sufficient to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

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EX-4.1

Exhibit 4.1

[Wauwatosa Holdings Logo]

Number		Shares
****	INCORPORATED UNDER THE LAWS OF THE STATE OF WISCONSIN	***********

CUSIP 

SEE REVERSE FOR CERTAIN RESTRICTIONS

  THIS CERTIFIES THAT ********SPECIMEN****************

  is the owner of **********************************************************************

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF

Wauwatosa Holdings, Inc.
(the “Company”), a corporation chartered under the laws of the State of Wisconsin.

     This Certificate is transferable only on the books of the Company upon the surrender of the same properly endorsed. The interest in the Company represented by this Certificate may not be retired or withdrawn except as provided in the Articles of Incorporation or Bylaws of the Company. This security represents nonwithdrawable capital and is not a deposit or account and is not federally insured or guaranteed.

     This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

     IN WITNESS WHEREOF, Wauwatosa Holdings, Inc. has caused this Certificate to be executed by its duly authorized officers and has caused its seal to be hereunto affixed.

     DATED:

		WAUWATOSA HOLDINGS, INC.
	By:
SECRETARY		PRESIDENT

WAUWATOSA HOLDINGS, INC.
INFORMATION CONCERNING AUTHORIZED SHARES

     The designations of the two classes of shares of the Company are: Preferred Stock, par value $.01 per share, which may be divided into and issued in series by the Board of Directors, and Common Stock, par value $.01 per share. The Company will upon request furnish any shareholder, in writing and without charge, information as to the number of such shares authorized and outstanding and a copy of the portions of the Articles of Incorporation and/or Board of Director resolutions containing the designations, preferences, limitations and relative rights of all shares and any series thereof and the authority of the Board of Directors to determine variations for future series.

     The following abbreviations, when used in the inscription on the fact of this certificate, shall be contained as through they were written out in full according to applicable laws or regulations:

TEN	___ -	as tenants in common	UNIF GIFT MIN ACT -                      Custodian
TEN	___	as tenants by the entireties	(Cust)                            (Minor)
JT TEN	___	as joint enants with right of	under Uniform C___to Minors
		survivorship and not as tenants	Act
		in common	(State)
			UNIF TRF MIN ACT - ___Custodian (until age ___)
			under Uniform Trans___
			(Minor)
			to Minors Act
			(State)

Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED,                                          hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

(PLEASE PRINT OR TYPEWRITE SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

                                         Shares of Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                                                  Attorney to transfer the said shares on the books of the within named corporation with full power of substitution in the premises.

Dated:
			(Signature of Assignor)
		NOTICE:	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C.RULE 17Ad-18.

EX-5.1

EXHIBIT 5.1

Quarles & Brady            LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497

                    , 2005

Wauwatosa Savings Bank
11200 West Plank Court
Wauwatosa, Wisconsin 53226-3250

Ladies and Gentlemen:

     We are providing this opinion in connection with the Registration Statement of Wauwatosa Holdings, Inc., a Wisconsin corporation (the “Company”), on Form S-1 (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), with respect to the proposed issuance of shares of Wauwatosa Holdings, Inc. common stock, $.01 par value (the “Shares”), pursuant to the Plan of Reorganization of Wauwatosa Savings Bank, dated as of May 17, 2005, as amended (the “Plan”).

     We have examined: (i) the Registration Statement; (ii) forms of the Company’s Articles of Incorporation and Bylaws; (iii) the Plan; (iv) corporate proceedings of Wauwatosa Savings Bank and proposed forms of corporate proceedings of the Company relating to the Plan and the transactions contemplated thereby; and (v) such other documents, and such matters of law, as we have deemed necessary in order to render this opinion. Based on the foregoing, it is our opinion that:

When (a) the Registration Statement, and any amendments thereto, shall have become effective under the Act, (b) the Plan shall have been duly approved by the members of Wauwatosa Savings Bank, as contemplated therein and in the Registration Statement, (c) the parties shall have received all necessary regulatory approvals required to consummate the transactions provided in the Plan, (d) the Company shall have been incorporated and organized under the laws of the State of Wisconsin as contemplated in the Plan, and (e) up to 30.4 million Shares shall have been issued in accordance with the provisions of the Plan, such Shares will be validly issued, fully paid and nonassessable by the Company, subject to the personal liability which may be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially

Wauwatosa Savings Bank
          , 2005
Page 2

interpreted, for debts owing to employees for services performed, but not exceeding six months service in any one case.

     We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal and Tax Matters” in the Prospectus constituting a part thereof. In giving our consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,


DRAFT


QUARLES & BRADY LLP
 

EX-8.1

Exhibit 8.1

Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497

[                    ], 2005

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
11200 West Plank Court
Wauwatosa, WI 53226

Re:  Federal Tax Opinion on Mutual Holding Company Reorganization and Stock Issuance

Ladies and Gentlemen:

     We have acted as counsel to Wauwatosa Savings Bank, a Wisconsin mutual savings bank (“Bank”) in connection with the conversion of Bank from a mutual savings bank to a Wisconsin chartered stock savings bank (“Stock Bank”) and the contemporaneous formation of Lamplighter Financial, MHC, a Wisconsin chartered mutual holding company (“MHC”) which through a series of steps pursuant to the Plan of Reorganization from Mutual Savings Bank to Mutual Holding Company of Bank as adopted on May 17, 2005 and amended on June 3, 2005, by the Board of Directors of Bank (“Plan”) will acquire all of the stock of Stock Bank and then contribute all of the stock of Stock Bank to Wauwatosa Holdings, Inc., a Wisconsin stock corporation (“Holdings”). The Plan is filed as Exhibit 2.1 to Holdings Registration Statement under the Securities Act of 1933 (“Act”) on Form S-1 (“Registration Statement”) filed with the Securities and Exchange Commission. This opinion is rendered pursuant to Article VI (f) of the Plan and is referred to in the Prospectus forming part of the Registration Statement. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Plan.

     In rendering our opinion, we have examined the Plan, Prospectus, Registration Statement, the Stock Issuance Plan attached to the Plan as well as certain other documents relating to transactions contemplated by the Plan, and have, with your permission relied upon and assumed as correct the factual information contained in, and that the transactions will be completed as described in the Plan, Prospectus, Registration Statement and Stock Issuance Plan, the representations as to certain factual matters provided to us in certificates of authorized officers of Bank, Stock Bank, MHC and Holdings, incorporated herein by reference, and such other materials as we have deemed necessary as a basis for our opinion. In our examination of

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 2

documents we have assumed the authenticity of those documents submitted to us as certified or reproduced copies.

     Bank, as a mutual savings bank has a unique equity structure. Bank has no authorized capital stock. Instead, Bank has members. A holder of a deposit account of Bank is a member of Bank who has the right to share in the net profit of Bank, after payment of creditors, only if the savings bank liquidates and the right to vote at member meetings. A member has one vote for each $100 or fraction thereof of the aggregate withdrawal value of the member’s deposit accounts in Bank. A person ceases to be a member of Bank when such person closes his deposit accounts at Bank.

     The Board of Directors of Bank has determined that the Plan will permit Holdings to raise capital by issuance of its stock which will support Stock Bank’s further growth and expanded operations and give it the ability to affect future acquisitions and investments as well as increase the capability of Stock Bank to address the needs of the communities it serves.

     The Plan will be consummated by the following steps after approval by the Wisconsin Department of Financial Institutions, Division of Banking, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation.

          (i) Bank will form a wholly owned Wisconsin stock savings bank called Wauwatosa Interim 1 Stock Savings Bank (“Interim 1”).

          (ii) Interim 1 will form two wholly owned subsidiaries. One will be a Wisconsin stock savings bank named Wauwatosa Interim 2 Stock Savings Bank (“Interim 2”). The other will be a Wisconsin stock business corporation named Wauwatosa Holdings, Inc.

          (iii) The following transactions will occur substantially contemporaneously;

               (a) Bank converts to a Wisconsin stock savings bank, the Stock Bank, and adopts articles and bylaws appropriate for a Wisconsin stock savings bank (“Conversion”);

               (b) Interim 1 converts from a stock savings bank to a Wisconsin mutual holding company, cancels its outstanding stock, adopts a charter and bylaws appropriate for a Wisconsin mutual holding company and changes its name to Lamplighter Financial, MHC;

               (c) Interim 2 merges with and into Stock Bank with Stock Bank surviving as a wholly owned subsidiary of MHC and the depositors of Stock Bank will exchange the shares of Stock Bank common stock constructively received in the Conversion for membership interests in MHC. The depositors’ membership interests in MHC will continue for as long as they maintain deposit accounts at Stock Bank. The name of the Stock Bank will remain Wauwatosa Savings Bank; and

               (d) MHC will transfer all of the stock of Stock Bank to Holdings, in exchange for common stock of Holdings, making Stock Bank a wholly owned direct subsidiary of Holdings and an indirect subsidiary of MHC.

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 3

               (iv) The deposit accounts of the members of Bank remain deposit accounts of Stock Bank.

               (v) Finally, Holdings will issue common stock in its initial public offering pursuant to the Stock Issuance Plan. However, MHC will at all times continue to hold at least a majority of the stock of Holdings for so long as MHC is in existence.

     Upon consummation of the Plan, the legal existence of Bank will not terminate, but the Stock Bank will be a continuation of Bank, and all property of Bank including its right, title, and interest in and to all property of any kind and nature or which would inure to Bank immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed, will vest in the Stock Bank. The Stock Bank will have, hold, and enjoy the same in its right and fully and to the same extent as the same was possessed, held, and enjoyed by Bank. The Stock Bank will continue to have, succeed to, assume and be responsible for all the rights, liabilities and obligations of Bank.

     As a result of the transactions set forth above, the Stock Bank will be a wholly-owned subsidiary of Holdings, which will in turn be a wholly-owned subsidiary of the MHC until shares of Holdings common stock are issued under the Stock Issuance Plan, at which time Holdings will be a majority-owned subsidiary of MHC.

     As a result of consummation of the Plan, each existing holder and any future holders of a deposit account in Stock Bank will be members of MHC and will have the right to share in the net profit of MHC, after payment of creditors, only if MHC liquidates and the right to vote at member meetings. A member of MHC has one vote for each $100 or fraction thereof of the aggregate withdrawal value of the member’s deposit accounts in Stock Bank.

     Under the Stock Issuance Plan and as required by the rules and regulations of the Federal Deposit Insurance Corporation the depositors of Bank and certain other persons will receive non-transferable subscription rights to purchase shares of Holdings common stock in the Subscription Offering. These subscription rights are exercisable by the following persons in the following order of priority.

1. Eligible Account Holders.
2. Employee Stock Benefit Plans.
3. Supplemental Eligible Account Holders.
4. Other members of Bank who are not Eligible Account Holders or Supplemental Account Holders.
5. Directors, officers and employees of Bank who do not qualify in a preceding category.

     Shares of Holdings common stock not subscribed in the Subscription Offering may be offered in a Community Offering and if necessary a Syndicated Community Offering. Under the Stock Issuance Plan there are certain limitations on the purchase of Holdings common stock in the Subscription Offering, Community Offering and Syndicated Community Offering. All shares of Holdings common stock sold in the Subscription Offering, Community Offering

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 4

and Syndicated Community Offering must be sold at a uniform purchase price as required by applicable regulations as determined by the Board of Directors of Bank based on an estimated value range established by an appraisal conducted by RP Financial, LC.

     Under the Plan, Holdings intends to issue to the Waukesha County Community Foundation, Inc. (“Foundation”), as a charitable contribution, shares of its common stock. The Foundation has received a determination letter from the Internal Revenue Service to the effect that the Foundation is an exempt organization, under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), which is not a private foundation within the meaning of Section 509(a) of the Code. It is assumed that the Foundation has retained such status under the Code.

     On the basis of the foregoing and in reliance thereon and assuming the Plan is consummated in accordance with the terms thereof, we are of the opinion that for Federal income tax purposes:

          1. The Conversion of Bank from a Wisconsin mutual savings bank to a Wisconsin stock savings bank (herein referred to as the “Stock Bank” in its post-reorganization form) will constitute a reorganization as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code and a reorganization as a mere change in identity, form or place of incorporation within the meaning of Section 368(a)(1)(F) of the Code and Bank and Stock Bank will not recognize a gain or loss as a result of the Conversion. Bank and Stock Bank will each be a party to the reorganization within the meaning of Section 368(b) of the Code. See Rev. Rul. 2003-48, 2003-1 C.B. 863 and Rev. Rul. 80-105, 1980-1 C.B. 78.

          2. The basis of each asset of Bank received by Stock Bank in the Conversion will be the same as Bank’s basis for such asset immediately prior to the Conversion. See Code Section 362(b).

          3. The holding period of each asset of Bank received by Stock Bank in the Conversion will include the period during which such asset was held by Bank prior to the Conversion. See Code Section 1223(2).

          4. Under Section 381 of the Code the tax attributes of Bank described in Section 381(c) of the Code will be taken into account by Stock Bank as if there had been no Conversion. The taxable year of Bank will not close on the effective date of the Conversion. See Code Section 381 and Rev. Rul. 2003-48, supra.

          5. Bank’s depositors will recognize no gain or loss in the Conversion upon their constructive receipt of shares of Stock Bank common stock solely in exchange for their membership interests in Bank. See Code Section 354(a).

          6. Because the status of MHC as a stock savings bank is transitory, the conversion of MHC from a stock savings bank to a mutual holding company is disregarded and the MHC is treated as a mutual holding company from the time of its organization as a stock savings bank. See Rev. Rul. 2003-48, supra.

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 5

               7. No gain or loss will be recognized by the depositors of Stock Bank (formerly depositors of Bank) upon the transfer to MHC of shares of Stock Bank they constructively receive in the Conversion for membership interests in the MHC. See Code Section 351(a) and Rev. Rul. 2003-48, supra.

               8. The basis in the membership interests in MHC received by the depositors will be the same as the basis of the property transferred in exchange therefore. See Code Section 358(a)(1).

               9. No gain or loss will be recognized by the depositors of Bank upon issuance to them of deposits in Stock Bank in the same amounts and on the same terms and conditions in exchange for their deposit accounts in Bank held immediately prior to the Conversion. See Code Section 1001(a) and Regs. 1.1001-1(a).

               10. The basis of each depositor’s deposit accounts in Stock Bank will equal the basis of such depositor’s deposit accounts in Bank held immediately prior to the Conversion. See Code Section 1012.

               11. No gain or loss will be recognized by MHC upon the receipt of shares of Stock Bank common stock from the depositors of Stock Bank in exchange for membership interests in the MHC. See Code Section 1032(a).

               12. The basis of MHC in the shares of Stock Bank common stock received from the depositors will be the same as the basis of such property to the depositors immediately prior to the merger. See Code Section 362(a).

               13. No gain or loss will be recognized by MHC on the transfer of the shares of Stock Bank common stock to Holdings in exchange for shares of Holdings common stock. See Code Section 351(a) and Rev. Rul. 2003-48, supra.

               14. Holdings will recognize no gain or loss on its receipt of the shares of Stock Bank common stock from MHC in exchange for shares of Holdings common stock. See Code Section 1032(a).

               15. The basis of Holdings in the shares of Stock Bank common stock will equal the basis of such shares to MHC immediately before the transfer of such shares by MHC. See Code Section 362(a).

               16. The holding period of Holdings for the shares of Stock Bank common stock received from MHC will include the period that MHC is deemed to have held such shares. See Code Section 1223(2).

               17. No gain or loss will be recognized by Holdings upon the issuance of its shares of common stock for cash pursuant to the Stock Issuance Plan. See Code Section 1032(a).

               18. No gain or loss will be recognized by the purchasers of shares of Holdings common stock pursuant to the Stock Issuance Plan, upon the transfer of cash to Holdings in exchange for shares of Holdings common stock. See Code Section 1001(a).

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 6

          19. The basis of the shares of Holdings common stock to a holder who purchases such shares pursuant to the Stock Issuance Plan will be their cost to such holder. See Code Section 1012.

          20. The holding period of shares of Holdings common stock to a holder who purchased such shares pursuant to the exercise of subscription rights will commence on the date such holder exercised such subscription rights. See Code Section 1223(6). The holding period of shares of Holdings common stock to a holder who purchased such shares in the Community Offering or Syndicated Community Offering will commence on the date following the date on which such shares are purchased. See Rev. Rul. 70-598, 1970-2 C.B. 168 and Rev. Rul. 66-97, 1966-1 C.B. 190.

          21. Depositors of Bank and other persons (other than the tax-qualified employee benefit plans) who receive pursuant to the Stock Issuance Plan non-transferable subscription rights to purchase shares of Holdings common stock may recognize income, if any, upon the receipt by or distribution to them of such non-transferable subscription rights only to the extent of the fair market value, if any, of the non-transferable subscription rights.

          Bank has received a letter from RP Financial, LC stating its belief that the subscription rights do not have any ascertainable market value and that the price at which the subscription rights are exercisable will not be more or less than the market value of the shares on the date of exercise. This position is based on the fact that these rights are acquired by the recipients without cost, are non-transferable and of short duration, and afford the recipients the right only to purchase Holdings common stock at the same price as will be paid by the members of the general public in any community offering. The letter of RP Financial, LC is not binding on the Internal Revenue Service and the Internal Revenue Service can disagree with the conclusions reached therein. Depositors and other persons who receive non-transferable subscription rights pursuant to the Stock Issuance Plan are encouraged to consult with their own tax advisors as to the tax consequences in the event that the subscription rights do have an ascertainable market value.

          22. Subject to the limitation of Section 170(b)(2) of the Code, Holdings should be entitled to a charitable contribution deduction under Section 170(a) of the Code with respect to the issuance of its shares of common stock to the Foundation in an amount equal to the excess of the fair market value of such stock over any amount paid therefore by the Foundation. See Rev. Rul. 75-348, 1975-2 C.B. 75.

     This opinion expresses our views only as to the federal income tax laws in effect as of the date hereof, including the Code, applicable Treasury Regulations, published rulings and administrative practices of the Internal Revenue Service and court decisions. This opinion represents our best legal judgment as to the matters addressed herein but is not binding on the Internal Revenue Service or the courts. Furthermore, the legal authorities upon which we rely are subject to change either prospectively or retrospectively. Any changes in such authorities or any change in the facts or representations, or any past or future actions by Bank, Stock Bank,

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 7

MHC or Holdings contrary to such representations might adversely affect the conclusions stated herein.

     We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “The Reorganization and Stock Offering – Federal and Wisconsin Income Tax Consequences” and “Legal and Tax Matters” in the Prospectus constituting a part thereof. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Act, or that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,


DRAFT


QUARLES & BRADY LLP
 

EX-8.2

Exhibit 8.2

Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497

[                    ], 2005

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
11200 West Plank Court
Wauwatosa, WI 53226

Re:  Wisconsin Tax Opinion on Mutual Holding Company Reorganization and Stock Issuance

Ladies and Gentlemen:

     We have acted as counsel to Wauwatosa Savings Bank, a Wisconsin mutual savings bank (“Bank”) in connection with the conversion of Bank from a mutual savings bank to a Wisconsin chartered stock savings bank (“Stock Bank”) and the contemporaneous formation of Lamplighter Financial, MHC, a Wisconsin chartered mutual holding company (“MHC”) which through a series of steps pursuant to the Plan of Reorganization from Mutual Savings Bank to Mutual Holding Company of Bank as adopted on May 17, 2005 and amended on June 3, 2005, by the Board of Directors of Bank (“Plan”) will acquire all of the stock of Stock Bank and then contribute all of the stock of Stock Bank to Wauwatosa Holdings, Inc., a Wisconsin stock corporation (“Holdings”). The Plan is filed as Exhibit 2.1 to Holdings Registration Statement under the Securities Act of 1933 (“Act”) on Form S-1 (“Registration Statement”) filed with the Securities and Exchange Commission. This opinion is rendered pursuant to Article VI (g) of the Plan and is referred to in the Prospectus forming part of the Registration Statement. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Plan.

     In rendering our opinion, we have examined the Plan, Prospectus, Registration Statement, the Stock Issuance Plan attached to the Plan as well as certain other documents relating to transactions contemplated by the Plan, and have, with your permission relied upon and assumed as correct the factual information contained in, and that the transactions will be completed as described in the Plan, Prospectus, Registration Statement and Stock Issuance Plan, the representations as to certain factual matters provided to us in certificates of authorized officers of Bank, Stock Bank, MHC and Holdings, incorporated herein by reference, and such other materials as we have deemed necessary as a basis for our opinion. In our examination of

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 2

documents we have assumed the authenticity of those documents submitted to us as certified or reproduced copies.

     Bank, as a mutual savings bank has a unique equity structure. Bank has no authorized capital stock. Instead, Bank has members. A holder of a deposit account of Bank is a member of Bank who has the right to share in the net profit of Bank, after payment of creditors, only if the savings bank liquidates and the right to vote at member meetings. A member has one vote for each $100 or fraction thereof of the aggregate withdrawal value of the member’s deposit accounts in Bank. A person ceases to be a member of Bank when such person closes his deposit accounts at Bank.

     The Board of Directors of Bank has determined that the Plan will permit Holdings to raise capital by issuance of its stock which will support Stock Bank’s further growth and expanded operations and give it the ability to affect future acquisitions and investments as well as increase the capability of Stock Bank to address the needs of the communities it serves.

     The Plan will be consummated by the following steps after approval by the Wisconsin Department of Financial Institutions, Division of Banking, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation.

          (i) Bank will form a wholly owned Wisconsin stock savings bank called Wauwatosa Interim 1 Stock Savings Bank (“Interim 1”).

          (ii) Interim 1 will form two wholly owned subsidiaries. One will be a Wisconsin stock savings bank named Wauwatosa Interim 2 Stock Savings Bank (“Interim 2”). The other will be a Wisconsin stock business corporation named Wauwatosa Holdings, Inc.

          (iii) The following transactions will occur substantially contemporaneously;

               (a) Bank converts to a Wisconsin stock savings bank, the Stock Bank, and adopts articles and bylaws appropriate for a Wisconsin stock savings bank (“Conversion”);

               (b) Interim 1 converts from a stock savings bank to a Wisconsin mutual holding company, cancels its outstanding stock, adopts a charter and bylaws appropriate for a Wisconsin mutual holding company and changes its name to Lamplighter Financial, MHC;

               (c) Interim 2 merges with and into Stock Bank with Stock Bank surviving as a wholly owned subsidiary of MHC and the depositors of Stock Bank will exchange the shares of Stock Bank common stock constructively received in the Conversion for membership interests in MHC. The depositors’ membership interests in MHC will continue for as long as they maintain deposit accounts at Stock Bank. The name of the Stock Bank will remain Wauwatosa Savings Bank; and

               (d) MHC will transfer all of the stock of Stock Bank to Holdings, in exchange for common stock of Holdings, making Stock Bank a wholly owned direct subsidiary of Holdings and an indirect subsidiary of MHC.

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 3

               (iv) The deposit accounts of the members of Bank remain deposit accounts of Stock Bank.

               (v) Finally, Holdings will issue common stock in its initial public offering pursuant to the Stock Issuance Plan. However, MHC will at all times continue to hold at least a majority of the stock of Holdings for so long as MHC is in existence.

     Upon consummation of the Plan, the legal existence of Bank will not terminate, but the Stock Bank will be a continuation of Bank, and all property of Bank including its right, title, and interest in and to all property of any kind and nature or which would inure to Bank immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed, will vest in the Stock Bank. The Stock Bank will have, hold, and enjoy the same in its right and fully and to the same extent as the same was possessed, held, and enjoyed by Bank. The Stock Bank will continue to have, succeed to, assume and be responsible for all the rights, liabilities and obligations of Bank.

     As a result of the transactions set forth above, the Stock Bank will be a wholly-owned subsidiary of Holdings, which will in turn be a wholly-owned subsidiary of the MHC until shares of Holdings common stock are issued under the Stock Issuance Plan, at which time Holdings will be a majority-owned subsidiary of MHC.

     As a result of consummation of the Plan, each existing holder and any future holders of a deposit account in Stock Bank will be members of MHC and will have the right to share in the net profit of MHC, after payment of creditors, only if MHC liquidates and the right to vote at member meetings. A member of MHC has one vote for each $100 or fraction thereof of the aggregate withdrawal value of the member’s deposit accounts in Stock Bank.

     Under the Stock Issuance Plan and as required by the rules and regulations of the Federal Deposit Insurance Corporation the depositors of Bank and certain other persons will receive non-transferable subscription rights to purchase shares of Holdings common stock in the Subscription Offering. These subscription rights are exercisable by the following persons in the following order of priority.

1. Eligible Account Holders.
2. Employee Stock Benefit Plans.
3. Supplemental Eligible Account Holders.
4. Other members of Bank who are not Eligible Account Holders or Supplemental Account Holders.
5. Directors, officers and employees of Bank who do not qualify in a preceding category.

     Shares of Holdings common stock not subscribed in the Subscription Offering may be offered in a Community Offering and if necessary a Syndicated Community Offering. Under the Stock Issuance Plan there are certain limitations on the purchase of Holdings common stock in the Subscription Offering, Community Offering and Syndicated Community Offering. All shares of Holdings common stock sold in the Subscription Offering, Community Offering

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 4

and Syndicated Community Offering must be sold at a uniform purchase price as required by applicable regulations as determined by the Board of Directors of Bank based on an estimated value range established by an appraisal conducted by RP Financial, LC.

     Under the Plan, Holdings intends to issue to the Waukesha County Community Foundation, Inc. (“Foundation”), as a charitable contribution, shares of its common stock. The Foundation has received a determination letter from the Internal Revenue Service to the effect that the Foundation is an exempt organization, under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), which is not a private foundation within the meaning of Section 509(a) of the Code. It is assumed that the Foundation has retained such status under the Code.

     Wisconsin follows the Federal income tax treatment of the transactions under the Plan.

     On the basis of the foregoing and in reliance thereon and assuming the Plan is consummated in accordance with the terms thereof, we are of the opinion that for Wisconsin income tax purposes:

               1. The Conversion of Bank from a Wisconsin mutual savings bank to a Wisconsin stock savings bank (herein referred to as the “Stock Bank” in its post-reorganization form) will constitute a reorganization as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code and a reorganization as a mere change in identity, form or place of incorporation within the meaning of Section 368(a)(1)(F) of the Code and Bank and Stock Bank will not recognize a gain or loss as a result of the Conversion. Bank and Stock Bank will each be a party to the reorganization within the meaning of Section 368(b) of the Code. See Rev. Rul. 2003-48, 2003-1 C.B. 863 and Rev. Rul. 80-105, 1980-1 C.B. 78.

               2. The basis of each asset of Bank received by Stock Bank in the Conversion will be the same as Bank’s basis for such asset immediately prior to the Conversion. See Code Section 362(b).

               3. The holding period of each asset of Bank received by Stock Bank in the Conversion will include the period during which such asset was held by Bank prior to the Conversion. See Code Section 1223(2).

               4. Under Section 381 of the Code the tax attributes of Bank described in Section 381(c) of the Code will be taken into account by Stock Bank as if there had been no Conversion. The taxable year of Bank will not close on the effective date of the Conversion. See Code Section 381 and Rev. Rul. 2003-48, supra.

               5. Bank’s depositors will recognize no gain or loss in the Conversion upon their constructive receipt of shares of Stock Bank common stock solely in exchange for their membership interests in Bank. See Code Section 354(a).

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 5

          6. Because the status of MHC as a stock savings bank is transitory, the conversion of MHC from a stock savings bank to a mutual holding company is disregarded and the MHC is treated as a mutual holding company from the time of its organization as a stock savings bank. See Rev. Rul. 2003-48, supra.

          7. No gain or loss will be recognized by the depositors of Stock Bank (formerly depositors of Bank) upon the transfer to MHC of shares of Stock Bank they constructively receive in the Conversion for membership interests in the MHC. See Code Section 351(a) and Rev. Rul. 2003-48, supra.

          8. The basis in the membership interests in MHC received by the depositors will be the same as the basis of the property transferred in exchange therefore. See Code Section 358(a)(1).

          9. No gain or loss will be recognized by the depositors of Bank upon issuance to them of deposits in Stock Bank in the same amounts and on the same terms and conditions in exchange for their deposit accounts in Bank held immediately prior to the Conversion. See Code Section 1001(a) and Regs. 1.1001-1(a).

          10. The basis of each depositor’s deposit accounts in Stock Bank will equal the basis of such depositor’s deposit accounts in Bank held immediately prior to the Conversion. See Code Section 1012.

          11. No gain or loss will be recognized by MHC upon the receipt of shares of Stock Bank common stock from the depositors of Stock Bank in exchange for membership interests in the MHC. See Code Section 1032(a).

          12. The basis of MHC in the shares of Stock Bank common stock received from the depositors will be the same as the basis of such property to the depositors immediately prior to the merger. See Code Section 362(a).

          13. No gain or loss will be recognized by MHC on the transfer of the shares of Stock Bank common stock to Holdings in exchange for shares of Holdings common stock. See Code Section 351(a) and Rev. Rul. 2003-48, supra.

          14. Holdings will recognize no gain or loss on its receipt of the shares of Stock Bank common stock from MHC in exchange for shares of Holdings common stock. See Code Section 1032(a).

          15. The basis of Holdings in the shares of Stock Bank common stock will equal the basis of such shares to MHC immediately before the transfer of such shares by MHC. See Code Section 362(a).

          16. The holding period of Holdings for the shares of Stock Bank common stock received from MHC will include the period that MHC is deemed to have held such shares. See Code Section 1223(2).

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 6

          17. No gain or loss will be recognized by Holdings upon the issuance of its shares of common stock for cash pursuant to the Stock Issuance Plan. See Code Section 1032(a).

          18. No gain or loss will be recognized by the purchasers of shares of Holdings common stock pursuant to the Stock Issuance Plan, upon the transfer of cash to Holdings in exchange for shares of Holdings common stock. See Code Section 1001(a).

          19. The basis of the shares of Holdings common stock to a holder who purchases such shares pursuant to the Stock Issuance Plan will be their cost to such holder. See Code Section 1012.

          20. The holding period of shares of Holdings common stock to a holder who purchased such shares pursuant to the exercise of subscription rights will commence on the date such holder exercised such subscription rights. See Code Section 1223(6). The holding period of shares of Holdings common stock to a holder who purchased such shares in the Community Offering or Syndicated Community Offering will commence on the date following the date on which such shares are purchased. See Rev. Rul. 70-598, 1970-2 C.B. 168 and Rev. Rul. 66-97, 1966-1 C.B. 190.

          21. Depositors of Bank and other persons (other than the tax-qualified employee benefit plans) who receive pursuant to the Stock Issuance Plan non-transferable subscription rights to purchase shares of Holdings common stock may recognize income, if any, upon the receipt by or distribution to them of such non-transferable subscription rights only to the extent of the fair market value, if any, of the non-transferable subscription rights.

                    Bank has received a letter from RP Financial, LC stating its belief that the subscription rights do not have any ascertainable market value and that the price at which the subscription rights are exercisable will not be more or less than the market value of the shares on the date of exercise. This position is based on the fact that these rights are acquired by the recipients without cost, are non-transferable and of short duration, and afford the recipients the right only to purchase Holdings common stock at the same price as will be paid by the members of the general public in any community offering. The letter of RP Financial, LC is not binding on the Wisconsin Department of Revenue (“Department”) and the Department can disagree with the conclusions reached therein. Depositors and other persons who receive non-transferable subscription rights pursuant to the Stock Issuance Plan are encouraged to consult with their own tax advisors as to the tax consequences in the event that the subscription rights do have an ascertainable market value.

               22. Subject to the limitation of Section 170(b)(2) of the Code, Holdings should be entitled to a charitable contribution deduction under Section 170(a) of the Code with respect to the issuance of its shares of common stock to the Foundation in an amount equal to the excess of the fair market value of such stock over any amount paid therefore by the Foundation. See Rev. Rul. 75-348, 1975-2 C.B. 75.

Board of Directors
Wauwatosa Savings Bank
Wauwatosa Holdings, Inc.
Lamplighter Financial, MHC
[                    ], 2005
Page 7

     This opinion expresses our views only as to the Wisconsin income tax laws in effect as of the date hereof, including applicable Department rules and regulations and court decisions. This opinion represents our best legal judgment as to the matters addressed herein but is not binding on the Department or the courts. Furthermore, the legal authorities upon which we rely are subject to change either prospectively or retrospectively. Any changes in such authorities or any change in the facts or representations, or any past or future actions by Bank, Stock Bank, MHC or Holdings contrary to such representations might adversely affect the conclusions stated herein.

     We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “The Reorganization and Stock Offering – Federal and Wisconsin Income Tax Consequences” and “Legal and Tax Matters” in the Prospectus constituting a part thereof. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Act, or that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,


DRAFT


QUARLES & BRADY LLP
 

EX-10.1

EXHIBIT 10.1

WAUWATOSA SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP PLAN

Effective January 1, 2005

WAUWATOSA SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP PLAN

TABLE OF CONTENTS

		Page
PREAMBLE			1
ARTICLE I          DEFINITION OF TERMS			2
1.01	Account or Employer Contribution Account		2
1.02	Affiliate		2
1.03	Anniversary Date		2
1.04	Annual Addition		2
1.05	Beneficiary		2
1.06	Break in Service		3
1.07	Code		3
1.08	Compensation		3
1.09	Disability		4
1.10	Effective Date		4
1.11	Employee		4
1.12	Employer		4
1.13	Employer Stock		4
1.14	Entry Date		4
1.15	ERISA		4
1.16	Fund		5
1.17	Highly Compensated Employee		5
1.18	Hour(s) of Service		5
1.19	Leave of Absence		6
1.20	Leased Employee		6
1.21	Participant		6
1.22	Plan		7
1.23	Plan Administrator		7
1.24	Plan Year		7
1.25	Primary Employer		7
1.26	Retirement Date		7
1.27	Trust		7
1.28	Trustee		7
1.29	Valuation Date		7
1.30	Vesting Schedule Service		7
1.31	Year of Service		8
ARTICLE II          PARTICIPATION			9
2.01	Eligibility		9
2.02	Re-Employed Former Employees, Participants		9

 i

TABLE OF CONTENTS
(continued)

		Page
2.03	Transfer of Employment or Change in Covered Employee Status		9
2.04	Participation After Normal Retirement Date		10
2.05	Predecessor Employer		10
ARTICLE III          CONTRIBUTIONS AND ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS			11
3.01	Employer Contributions		11
3.02	Allocation of Employer Contributions and Forfeitures		11
3.03	Limitations on Annual Additions		12
3.04	Allocation of Income and Market Adjustments		13
3.05	Participant Investment Diversification Elections		13
3.06	Additional Investment Diversification		15
ARTICLE IV          VESTING			16
4.01	Full Vesting Dates		16
4.02	Vesting Schedule		16
4.03	Election of Former Vesting Schedule		16
4.04	Forfeitures		17
4.05	Resumption of Participation		17
ARTICLE V          DISTRIBUTIONS			19
5.01	Time of Distribution		19
5.02	Valuation of Distribution		19
5.03	Form of Distribution		19
5.04	Required Distributions		19
5.05	No Distributions Prior to Separation From Service		20
5.06	Benefits Only from Fund		20
ARTICLE VI          EMPLOYER STOCK PROVISIONS			21
6.01	Loan Suspense Account, Allocation		21
6.02	Voting Employer Stock		21
6.03	Employer Stock Valuation		21
6.04	ESOP Loans		21
6.05	Direction for Employer Stock Account		22
6.06	Dividends		23
6.07	Certain Transactions Barred		23
6.08	Limits on Rollover Sale		23
6.09	Put Option		24
ARTICLE VII          ADMINISTRATION			25
7.01	Plan Administrator		25
7.02	Authority of Plan Administrator		25
7.03	Administrative Committee		26
7.04	Committee Procedure		26

 ii

TABLE OF CONTENTS
(continued)

		Page
7.05	Claims and Domestic Relations Order Review Procedures		26
ARTICLE VIII          RIGHTS OF PARTICIPANTS			28
8.01	No Contract of Employment		28
8.02	Restrictions as to Payees		28
8.03	Merger, Consolidation or Transfer		28
8.04	USERRA		28
ARTICLE IX          AMENDMENT AND TERMINATION			29
9.01	Amendment		29
9.02	Termination		29
9.03	Non-Reversion		29
ARTICLE X          MISCELLANEOUS			31
10.01	Legislation Governs		31
10.02	Indemnification		31
10.03	Construction		31
10.04	Headings		31
10.05	Non-Discrimination		31
10.06	Absence of Guaranty		32
10.07	Service in More Than One Capacity		32
ARTICLE XI          TOP-HEAVY PROVISIONS			33
11.01	Application		33
11.02	Determination of Top-Heavy Status		33
11.03	Special Vesting, Minimum Contribution and Compensation Rules		33
11.04	Top-Heavy Definitions		34

 iii

WAUWATOSA SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN

PREAMBLE

     WHEREAS, Wauwatosa Savings Bank desires to create an Employee Stock Ownership Plan, as defined in Section 4975(e)(7) of the Internal Revenue Code which is designed to primarily invest in qualifying employer securities to the extent that such securities are available for purchase;

     NOW, THEREFORE, effective January 1, 2005, the Wauwatosa Savings Bank Employee Stock Ownership Plan is hereby created as follows:

- 1 -

ARTICLE I

DEFINITION OF TERMS

     1.01 “Account or “Employer Contribution Account” shall mean records of the following interests of a Participant in the Fund which shall be created and maintained by the Trustee for each Participant on the basis of information provided by the Plan Administrator:

(a)	“Employer Stock Account” being the record of a Participant’s interest in the Fund attributable to Employer Stock, including fractional shares, if any.
(b)	“Investment Account” being the record of a Participant’s interest in Fund assets other than Employer Stock.

     1.02 “Affiliate” means a corporation or other entity affiliated with the Primary Employer and which constitutes either (1) a controlled group of corporations (within the meaning of Section 414(b) as modified by Section 415(h) of the Internal Revenue Code); (2) a group of trades or businesses under common control, whether or not incorporated (within the meaning of Section 414(c) as modified by Section 415(h) of the Internal Revenue Code); or (3) an affiliated service group (within the meaning of 414(m) of the Internal Revenue Code) or deemed as such pursuant to Internal Revenue Code Section 414(o).

     1.03 “Anniversary Date” means the last day of each Plan Year.

     1.04 “Annual Addition” means with regard to any Participant the sum (for any Plan Year) of -

(a)	Employer contributions for the Plan Year;
(b)	Participant contributions for the Plan Year;
(c)	forfeitures credited to such Participant for the Plan Year; and
(d)	amounts described in Sections 415(1)(2) and 419A(d)(2) of the Code.

     For purposes of applying the annual additions limitation under Section 415 of the Code, a Participant’s compensation shall be determined in accordance with Section 415(c)(3) of the Code and shall mean the Participant’s compensation (as described in Treasury Regulation Section 1.415-2(d)(1)) paid during the period for personal services actually rendered in the course of employment with the Company, plus all amounts excluded from the Participant’s income for the period under Code Section 125, 402(g)(3), 457 and, for limitation years after 2000, 132(f)(4), but excluding other deferred compensation and other amounts that receive special tax treatment (as described in Treasury Regulation Section 1.415-2(d)(3)). In computing an “Annual Addition”, all of the Employer’s defined contribution plans (as defined in Section 414(i) of the Internal Revenue Code) shall be aggregated.

     1.05 “Beneficiary” means any one or more primary or contingent beneficiaries designated by the Participant to receive any benefits payable under this Plan on or after the

2

Participant’s death; except that a Participant’s surviving spouse, if any, shall be deemed designated as his Beneficiary for 100% of a Participant’s Account balances under the Plan despite any attempted designation to the contrary unless the surviving spouse consents to the contrary designation in a writing signed by the spouse and witnessed by a plan representative or notary public. Each Participant shall be permitted to name, change or revoke his designation of his Beneficiary in writing on a form and in the manner prescribed by the Plan Administrator. The designation on file with the Plan at the time of a Participant’s death shall be controlling. Should a Participant fail to make a valid Beneficiary designation or leave no named Beneficiary surviving, any benefits due shall be paid to such Participant’s spouse, if living; or if not living, then in equal shares to any children (including adopted children) surviving such Participant and to the descendants then living of a deceased child by right of representation; or if the Participant dies leaving no spouse, children or descendants of children, then in equal shares to the Participant’s parents then living. If such Participant leaves no named Beneficiary, spouse, children, descendants of children or parents surviving, then any benefits due shall be paid to such Participant’s estate.

     1.06 “Break in Service” means a twelve consecutive month period during which a Participant fails to accrue an Hour of Service. Such period begins on the earlier of the date the Participant resigns, is discharged, retires or dies or, if the Participant is absent for any other reason, on the first anniversary of the first day of such absence (with or without pay) from the Employer. If a Participant is absent by reason of (i) the pregnancy of the Participant, (ii) the birth of a child of the Participant, (iii) the placement of a child with the Participant in connection with an adoption of such child by such Participant, or (iv) caring for such child immediately following such birth or placement, such Participant will not be treated as having retired, resigned or been discharged and the period between the first and second anniversary of the first day of such absence shall not be deemed a Break-in-Service. When any period of absence is due to military service entitling a Participant to reemployment rights under federal law and the Participant returns to work with the Employer following that absence, there will be no break in service and the Participant will be credited with service for the entire period of that absence.

     1.07 “Code” means the Internal Revenue Code of 1986, and as it may be amended.

     1.08 “Compensation” means the total of all amounts paid or payable to an Employee during a specified Plan Year treated as “wages” for purposes of income tax withholding under Internal Revenue Code Section 3401(a) and all other payments of compensation by the Employer to the Employee during the Plan Year for which the Employer is required to furnish the Employee a written statement under Code Sections 6041(d) and 6051(a)(3); but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Internal Revenue Code Section 3401(a)(2)) and reduced by all of the following items (even if includible in gross income): reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation and welfare benefits. This definition is intended to conform to the definition in Internal Revenue Code Section 414(s) and shall be interpreted accordingly.

3

     Notwithstanding the foregoing, (a) Compensation shall be deemed to include any amounts that would have been included in an Employee’s Compensation in the absence of an Employee’s elective deferral under a plan described in Internal Revenue Code Section 125, Employee Contributions under Section 401(k) of the Code and qualified fringe benefits under Code Section 132(f)(1); and (b) an Employee’s Compensation shall exclude his Compensation earned prior to his Entry Date and shall be deemed to commence on the first day of the applicable payroll period coincident with or next following participation in the Plan. No more than $210,000 of Compensation shall be taken into account in any Plan Year. The dollar amount under the foregoing limit shall automatically adjust when permissible in accordance with regulations promulgated by the Secretary of the Treasury.

     1.09 “Disability” means an impairment which causes the Participant to be totally disabled under the Social Security Act.

     1.10 “Effective Date” means January 1, 2005.

     1.11 “Employee” shall mean any individual who is employed by the Employer, but excluding (a) any non-resident aliens (b) temporary employees and (c) those who are members of a collective bargaining unit covered by a collective bargaining agreement which (as a result of good faith bargaining between the Employer and the representatives of such unit) does not provide for their inclusion. A member of the Board of Directors is not eligible for participation in the Plan unless he is also an Employee. No Leased Employee shall be considered an Employee covered by the Plan, although the Employer will treat Leased Employees as though they were the Employer’s employees for purposes of testing compliance with coverage tests under Code Section 410.

     1.12 “Employer” means the Primary Employer, Wauwatosa Holdings, Inc. and any Affiliates of the Primary Employer which have been designated by the Primary Employer as Employers participating in the Plan (referred to as “Participating Employers”) and which have accepted such designation and agreed to be bound by the terms and conditions of this Plan. Employer shall include any successor to the Primary Employer which adopts this Plan and joins in the corresponding Trust. Employer shall also include any other entity which, with the consent of the Primary Employer’s Board of Directors, adopts this Plan. By its adoption of this Plan, an adopting Employer shall be deemed to appoint the Primary Employer, the Administrator and the Trustee its exclusive agent to exercise on its behalf all of the power and authority conferred by this Plan or by the Trust upon the Employer. The authority of the Primary Employer, Administrator and Trustee to act as such agent shall continue until this Plan is terminated as to the adopting Employer and the relevant Trust Fund assets have been distributed by the Trustee.

     1.13 “Employer Stock” shall mean common stock issued by Wauwatosa Holdings, Inc. and considered “employer securities” under Section 409(1) of the Code.

     1.14 “Entry Date” means each January 1 and July 1.

     1.15 “ERISA” means the Employee Retirement Income Security Act of 1974; as amended.

4

     1.16 “Fund” shall mean all assets and their earnings which are held in the trust which constitutes the funding vehicle hereunder.

     1.17 “Highly Compensated Employee” shall mean an Employee who during the year or preceding year:

(a)	During the Plan Year or the preceding Plan Year was a 5% owner, or
(b)	During the preceding Plan Year received compensation in excess of $80,000 (as adjusted at the time and in the same manner as provided in Section 415(d).

In determining who is a Highly Compensated Employee, the Plan Administrator shall apply the rules set forth in Section 414(q) of the Code and any regulations issued thereunder. For purposes of determining Highly Compensated Employees, compensation shall be determined within the meaning of Code Section 415(c)(3) and employers aggregated under Code Sections 414(b), (c), (m) or (o) shall be treated as a single employer.

     1.18 “Hour(s) of Service” means:

(a)	Each hour for which an Employee is paid, or entitled to payment, for the performance of duties. Such hours shall be credited to the applicable computation period in which the duties are performed;
(b)	Each hour for which an Employee is paid, or entitled to payment, directly or indirectly, on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) including vacation, holidays, sickness, disability, layoff, and Leaves of Absence, or similar periods of non-working time; and
(c)	Each hour for which back pay, irrespective of mitigation of damages, is awarded retroactively for the period or periods to which the award pertains, each such hour being counted only once. Such hours shall be credited to the applicable computation period or periods to which the award or agreement for back pay pertains, rather than the computation period in which the award, agreement or payment is made.

     In addition to the applicable rules specified above, all Hours of Service shall be credited to the Employee in the applicable computation period in which payment is actually made or amounts payable to the Employee become due pursuant to Department of Labor Regulations 2530.200b-2(c). In the case of a payment which is made or due on account of a period of time during which an Employee performs no duties, the number of Hours of Service to be credited shall be determined pursuant to Department of Labor Regulations 2530.200b-2(b).

     Notwithstanding the foregoing, no more than 501 Hours of Service are required to be credited under paragraphs (b) and (c) above to an Employee on account of any single continuous period during which he performs no duties (whether or not such period occurs in a single computation period); no Hours of Service need be credited to an Employee who is directly or

5

indirectly compensated, or entitled to compensation, on account of a period during which no duties are performed if such compensation is made or due under a plan maintained solely for the purpose of complying with applicable workmen’s compensation, unemployment compensation or disability insurance laws; and no Hours of Service need be credited to an Employee for compensation which solely reimburses an Employee for medically related expenses incurred by such Employee; the same Hours of Service shall not be credited to an Employee under paragraphs (a), (b), or (c).

     Each Employee who is not paid on the basis of a specified amount of each hour worked shall be credited with 45 hours worked, if so entitled under the provisions of this Section.

     Finally, Hours of Service will also be credited for any individual while performing services for the Employer as a Leased Employee.

     1.19 “Leave of Absence” means any absence authorized by Employer provided that all Employees under similar circumstances be treated alike in the granting of such Leaves of Absence and provided further that the Participant returns within, or at the end of, the period of Leave of Absence. An absence due to service in the armed forces of the United States shall be considered a Leave of Absence provided that the absence is caused by a war or other emergency provided the Employee returns to employment with the Employer within the period provided by applicable federal law.

     Any Employee or Participant who fails to report for work at or before the expiration of his Leave of Absence or within 90 days (or such other period as may be prescribed by law) after the date on which he shall have the right to release from the armed forces shall for purpose of this Plan be deemed to have terminated employment on the first day following the end of such period of Leave of Absence.

     1.20 “Leased Employee” means any person leased by the Employer to perform services if (a) such services are provided pursuant to an agreement between the Employer and any other individual or organization; (b) such person has performed services for the Employer on a substantially full-time basis for a period of at least one year; and (c) such services are performed under primary direction or control by the Employer. Notwithstanding the above, an individual will not be considered a Leased Employee if he is covered by a money purchase pension plan (sponsored by the leasing company) providing a nonintegrated employer contribution rate of at least 10% of compensation, full and immediate vesting, and immediate participation. Further, the definition of what constitutes a Leased Employee shall be governed by the provisions of Section 414(n) of the Internal Revenue Code and corresponding Treasury regulations and rulings.

     1.21 “Participant” means each Employee who qualifies to participate in the Plan pursuant to Section 2.01. Participants are further classified as follows:

(a)   “Active Participant” means, for any Plan Year, each Participant who has been credited with 1,000 or more Hours of Service with the Employer during that Plan Year.

6

(b)   “Inactive Participant” means, for any Plan Year, each Participant who continues in the Employer’s employ, but is credited with fewer than 1,000 Hours of Service during that Plan Year and who therefore does not qualify to share in any allocations of Employer Contributions or forfeitures under the Plan for that Plan Year.

     1.22 “Plan” means the Wauwatosa Savings Bank Employee Stock Ownership Plan which includes the Plan and the Trust, as they may be amended from time to time.

     1.23 “Plan Administrator” means the Primary Employer or other person, persons, or entity as may be designated by the Primary Employer pursuant to Section 7.03.

     1.24 “Plan Year” means the twelve-month period beginning January 1 and ending December 31.

     1.25 “Primary Employer” shall mean Wauwatosa Savings Bank, its successors and assigns.

     1.26 “Retirement Date” means an Employee’s Normal Retirement Date or Disability Retirement Date, whichever is applicable, as follows:

(a)	“Normal Retirement Date” means the date on which a Participant attains age 65.
(b)	“Disability Retirement Date” means the date on which a Participant is determined to be disabled within the meaning of Section 1.09 hereof and has terminated service with the Employer or an Affiliate because of such condition.

     1.27 “Trust” means the trust created by the agreement between the Primary Employer and the Trustee.

     1.28 “Trustee” means the person, persons or entity from time to time acting as Trustee or Trustees hereunder.

     1.29 “Valuation Date” means the last day of the Plan Year and such other date or dates as the Plan Administrator may deem necessary or desirable.

     1.30 “Vesting Schedule Service” means time spent by an employee in the employment of the Employer or an Affiliate, which is relevant for purposes of determining the percentage of a Participant’s non-forfeitable or vested interest in his Employer Contribution Account. Vesting Schedule Service shall mean each twelve (12) month period measured from the date on which the Employee shall first perform an Hour of Service for the Employer and continuing through the earlier of the date the Employee resigns, is discharged, retires or dies or, if the Employee is absent for any other reason, on the first anniversary of the first day of such absence (with or without pay) from the Employer. An Employee shall be credited with a year of Vesting Schedule Service for vesting purposes for each complete twelve (12) month period during which the Employee is credited with an Hour of Service. If an Employee is absent for any reason and returns to the employ of the Employer before incurring a Break-in-Service, the Employee shall

7

receive credit for the period of absence up to a maximum of 12 months. Service subsequent to a Break-in-Service will be credited as a separate period of employment. In addition, for vesting purposes, a Participant, upon attaining age nineteen (19), will be credited with all Years of Service with the Company between the ages of eighteen (18) and nineteen (19) after the Effective Date of the Plan. Years of Service also include, for purposes of vesting, all years of service prior to the Effective Date of this Plan recognized under the Company’s separate 401(k) Plan. Notwithstanding the foregoing, service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

     1.31 “Year of Service” shall mean a 12-consecutive month period during which such Employee completes 1,000 or more Hours of Service with the Employer or Affiliate. A Year of Service shall begin with the 12-month period commencing on the first day on which the Employee is entitled to be credited with an Hour of Service for the Employer or Affiliate. However, if an Employee does not complete at least 1,000 Hours of Service in the first 12-month period of employment, he shall have his Years of Service computed using the Plan Year, commencing with the Plan Year which includes the first anniversary of the date on which the Employee is first entitled to be credited with an Hour of Service for the Employer or an Affiliate.

8

ARTICLE II
PARTICIPATION

     2.01 Eligibility.

     Each Employee who is age 21 and completed one (1) Year of Service on the Effective Date shall become a Participant on the Effective Date. Each other Employee shall become a Participant as of the first Entry Date immediately following the date on which the Employee first meets both of the following requirements:

(a)	the attainment of age 21, and
(b)	the completion of a Year of Service.

     2.02 Re-Employed Former Employees, Participants.

     Former Participants and a former Employee who have previously satisfied the eligibility requirements in Section 2.01 shall become eligible to participate in the Plan immediately upon re-employment with the Employer.

     2.03 Transfer of Employment or Change in Covered Employee Status.

(a)	In the event a Participant is transferred from an Employer to a non-participating unit of an Employer or to an Affiliate which has not adopted this Plan (or is reclassified to non-covered Employee status), he shall receive no further Employer contributions. As of the effective date such Participant is transferred (or reclassified), he shall become a suspended Participant.
(b)	His Account balance, if any, shall continue to share in the allocation of the Fund earnings or losses pursuant to the Plan.
(c)	His Plan benefit shall be distributed at the time of his later termination of employment from such non- participating unit of the Employer or Affiliate in accordance with the provisions of Article V.
(d)	An Employee who is otherwise eligible to participate in the Plan but who is employed by a non-participating unit of the Employer or by an Affiliate which has not adopted this Plan (or is classified as a non-covered Employee) and is transferred to an Employer (or to covered Employee status), shall be eligible to participate in the Plan immediately if he would have met the eligibility requirements on the previous applicable Entry Date. If such Employee would not meet the eligibility requirements on such previous Entry Date, he shall become eligible to participate on the first Entry Date pursuant to the eligibility requirements of Sections 2.01.

9

     2.04 Participation After Normal Retirement Date.

     If a Participant continues as an Employee after he reaches his Normal Retirement Date, he shall continue to be a Participant in the Plan until his actual retirement.

     2.05 Predecessor Employer.

     In general, Years of Service under this Plan shall not include Service with a predecessor employer unless the Employer so designates under the terms of this Plan by appropriate Board resolution. If the Employer maintains the Plan of a predecessor employer, service as a common law Employee for such predecessor employer shall be treated as service for the Employer. If the predecessor employer was not a corporation, Years of Service shall not include service with the predecessor employer as a partner or sole proprietor, unless otherwise so provided herein or in appropriate Board resolutions of the Employer.

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ARTICLE III
CONTRIBUTIONS AND ALLOCATIONS
TO PARTICIPANTS’ ACCOUNTS

     3.01 Employer Contributions.

(a)	The Employer agrees to pay into the Trust with respect to each Plan Year such amounts, if any, as it may determine.
(b)	Employer contributions may be in the form of cash, Employer Stock or other property as the Employer may from time to time determine. Shares of Employer Stock and other property will be valued at their then fair market value.
(c)	Employer contributions shall be made before or as soon as reasonably possible after the Employer’s fiscal year, without interest and within the time limit for deductibility thereof by the Employer as specified by the Internal Revenue Code. The Employer’s contribution for any particular Plan Year shall be limited in amount, so that it does not exceed the amount which the Employer may lawfully deduct for federal income tax purposes.

     3.02 Allocation of Employer Contributions and Forfeitures.

(a)	Employer contributions for any Plan Year and forfeitures which become allocable pursuant to Section 4.04 hereof shall be allocated as of the Anniversary Date among those Participants of the Employer who qualify as Active Participants for the Plan Year and who remain in the Employer’s employ on such date in the ratio that each such Participant’s Compensation for such year bears to the total compensation for all such Participants for that year. Notwithstanding the foregoing, any employee who ceases to be a Participant during the Plan Year because of death or attainment of his Retirement Date shall be deemed to be a Participant and shall be eligible to share in such allocation. The allocation of Employer contributions and forfeitures shall be made as soon as practicable after the end of the Plan Year.
(b)	The Employer Stock Account maintained for each Participant will be credited with his allocable share of Employer Stock (including fractional shares) purchased and paid for or contributed in kind under the ESOP, and with any stock dividends on Employer Stock allocated to his Employer Stock Account. Any financed shares acquired by the Trust shall initially be credited to a Loan Suspense Account as provided in Section 6.01 and will be allocated to the Employer Stock Accounts of Participants only as payments on the ESOP Loan are made by the Trustee. The number of financed Shares to be released from the Loan Suspense Account for allocation to Participants’ Employer Stock Accounts for each Plan Year shall be as provided under Section 6.01.
(c)	The Investment Account maintained for each Participant will be credited annually with his allocable share of Employer Contributions under the ESOP in cash, with

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any forfeitures, and with any cash dividends on Employer Stock allocated to his Employer Stock Account (other than currently distributed dividends). Such Account will be debited for the Participant’s share of any cash payments made by the Trustee for the acquisition of Employer Stock or for the payment of any principal and/or interest on an ESOP Loan.

     3.03 Limitations on Annual Additions

     Except to the extent permitted under Section 414(v) of the Code, if applicable, the Annual Addition that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year shall not exceed the lesser of:

(a)	$40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or
(b)	100 percent of the Participant’s compensation, within the meaning of Section 415(c)(3) of the Code, for the Limitation Year.

     The Compensation limit referred to in (b) shall not apply to any Contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419(A)(f)(2) of the Code) which is otherwise treated as an Annual Addition. The Annual Additions with respect to Employer Stock released from the suspense account (by reason of Employer Contributions used for payments on a securities acquisition loan) and allocated to Participants’ Company Stock Accounts shall be based upon the lesser of (A) the amount of such Employer Contributions, or (B) the fair market value of such Employer Stock as of the allocation date. Annual Additions shall not include any allocation attributable to proceeds from the sale of Employer Stock by the Trust or to appreciation (realized or unrealized) in the fair market value of Employer Stock.

     If the Employer is contributing to another defined contribution plan, as defined in Section 414(i) of the Code, then any Participant’s Annual Additions in such other plan shall be aggregated with the Participant’s Annual Additions derived from this Plan for purposes of the limitation. If, due to forfeitures, reasonable error in estimating compensation, or other limited facts and circumstances as determined by the Commissioner, the Account balances or the Annual Additions to a Participant’s Accounts would exceed the limitation described above, the aggregate of the Annual Additions to this Plan and the Annual Additions to any other plan shall be reduced until the applicable limitation is satisfied, with any correction first being made in the Employer’s 401(k) plan and then this Plan. The reduction shall be treated the same as Forfeitures and shall be allocated in accordance with Section 3.02 of the Plan to the Accounts of Participants who are not affected by this limitation. If any amount cannot be reallocated under the foregoing provision, such amount shall be deposited in a suspense account and allocated to the maximum extent possible in succeeding years, provided that (i) no Employer Contributions are made until Section 415 of the Code will permit their allocation, (ii) no investment gains or losses are allocated to such suspense account, and (iii) the amounts in such suspense account are allocated at the earliest possible date. For any C Corporation Year, if no more than one-third of the Employer contributions with respect to that Plan Year are allocated to Highly Compensated Employees, then Annual Additions shall not include (i) forfeitures of Employer Stock that was

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acquired with an ESOP loan, or (ii) Employer contributions used to pay interest on an ESOP loan.

     3.04 Allocation of Income and Market Adjustments

(a)	Within a reasonable time after the Anniversary Date and any other applicable Valuation Date, the Trustee shall determine the fair market value of the Fund (exclusive of contributions made as of such date or during the period since the last preceding Valuation Date and exclusive of the values of Employer Stock, which is separately appraised) at such date and the net change therein since the last preceding Valuation Date. The net change in the Fund includes the increase (or decrease) in the fair market value of the Fund (other than Employer Stock), interest income, dividends and other income and gains (or loss) attributable to the Fund (other than any dividends on allocated Employer Stock) since the preceding Valuation Date, reduced by any expenses charged to the Fund since the last Valuation Date. The determination of the net income (or loss) of the Trust shall not take into account any interest paid by the Trust under an ESOP Loan. The net change shall be allocated among the Investment Accounts of all Participants and former Participants as of the applicable Valuation Date in proportion to the values of their respective investment Accounts as of the last preceding Valuation Date less any withdrawals since the last Valuation Date.
(b)	Any Employer Stock allocated to a Participant’s Employer Stock Account shall be treated as a separate investment from the funds allocated to his Investment Account and shall not share in any amounts allocated pursuant to this Section 3.04. Any increase or decrease in the value of such Employer Stock shall be attributed solely to such Participant’s Employer Stock Account. However, any income attributable to such Employer Stock for a Plan Year shall be allocated to his Investment Account as of the Valuation Date ending said Plan Year. Also, if any of such Employer Stock is sold, the proceeds of such sale shall be deemed allocated to such Participant’s Investment Account as of the Valuation Date coincident with or following the date of such sale and such Employer Stock shall cease to be attributed to his Employer Stock Account as of such Valuation Date.
(c)	Notwithstanding the preceding provisions of this Section 3.04, if the Plan Administrator determines that the method of allocating changes in value as provided in the preceding provisions of this Section 3.04 is inappropriate, such method shall not be followed and the Plan Administrator shall select an appropriate method (which shall be nondiscriminatory) for allocating changes in value of the Fund.

     3.05 Participant Investment Diversification Elections.

     In accordance with Section 401(a)(28)(B) of the Code, each Participant who has completed at least ten (10) years of Plan participation and who has attained age fifty-five (55) shall have the investment diversification rights described in the following paragraphs:

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(a)   During the ninety (90) day period following the close of the Plan Year in which the Participant satisfied the foregoing age and service conditions, and during similar periods in each of the next succeeding five (5) Plan Years, such eligible Participant may, each year, elect to direct the Plan as to investment of up to twenty-five percent (25%) of the Participant’s Employer Stock Account as of the most recent Plan allocation date, reduced by the amount previously diversified under this Section. In the Participant’s last election year, the preceding sentence shall be applied by substituting “fifty percent (50%)” for “twenty-five percent (25%).”

(b)   The investment diversification election described in the preceding paragraph (a) is subject to the following restrictions:

(1)	No election may be made unless at least three (3) investment options have been made available to each eligible Participant.
(2)	Eligible Participants may instead be offered the option to direct the Plan to transfer the portion of the Participant’s Account that is subject to the diversification election to another qualified defined contribution plan of the Employer that offers at least three (3) investment options, provided that the transfer is made no later than ninety (90) days after the last day of the period during which such election can be made.
(3)	The Plan Administrator may elect to distribute the portion of the eligible Participant’s Account covered by the election under this Section within ninety (90) days after the period during which the election may be made, in lieu of providing the diversification opportunities described in (1) and (2) above.

(c)

Eligible Participants shall make diversification elections in writing placed on file with the Plan Administrator. The Plan Administrator shall advise the Trustee, and the Trustee shall implement such investment elections within ninety (90) days after the last day of the period during which the election can be made. Investment elections shall remain in effect until changed, including the period after termination and before final distribution. If the termination is due to death, the Participant’s Beneficiary shall have the right to direct investments in accordance with this Section. Costs and expenses attributable to such investment elections shall be charged to the accounts on which behalf such costs and expenses are incurred.

(d)

An eligible Participant or Beneficiary making an investment diversification election shall thereby assume full responsibility for such decision. No person who is otherwise a Plan fiduciary shall be liable for any loss, or by reason of any breach, which may result from such person’s diversification election.

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(e)	If a Participant has not completed ten (10) years of Plan participation prior to the end of the Plan Year in which the Participant attains age fifty-five (55), the election period described in paragraph (a) will begin with the Plan Year in which the Participant completes ten (10) years of Plan participation.
(f)	An eligible Participant may not make a diversification election if the fair market value (determined at the Valuation Date immediately preceding the first day on which the Participant is eligible to make such election) of the employer securities acquired by or contributed to the Plan and allocated to the Participant’s account is $500 or less.

     3.06 Additional Investment Diversification.

     In addition to the investment diversification alternative described in Section 3.05 above, a Participant who has terminated employment on or after his Retirement Date and the Beneficiary of Participant who has died shall be eligible to diversify the Participant’s Account into such investment alternatives and on such terms as the Plan Administrator shall determine.

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ARTICLE IV

VESTING

     4.01 Full Vesting Dates.

     The Participant’s interest in his Employer Contribution Account shall become fully vested in him and nonforfeitable at the earliest of the following dates:

(a)	The date the Participant shall have completed at least such years of Vesting Schedule Service as are required for 100% vesting under Section 4.02 below.
(b)	The date of the Participant’s death while in the employ of the Employer or of an Affiliate.
(c)	The Participant’s attainment of his Normal Retirement Date or earlier Disability Retirement Date.
(d)	The date of termination of the Plan (or partial termination as to Participants affected thereby) or the date of complete discontinuance of contributions by the Employer at a time when the Participant is employed by the Employer or by an Affiliate.

     4.02 Vesting Schedule.

     Prior to the date that the Participant’s interest in his Employer Contribution Account becomes fully vested in accordance with Section 4.01 of this Article, his current vested interest in such Account shall be determined in accordance with the following:

Years of Vesting Schedule Service	Percent Vested
Less than 2		0	%
2		20	%
3		40	%
4		60	%
5		80	%
6 years or more		100	%

     4.03 Election of Former Vesting Schedule.

     In the event the vesting schedule of this Plan is hereafter directly or indirectly amended or the vesting schedule of any preceding Plan has been amended by adoption of this amendment and restatement, no Participant or former Participant shall be deprived thereby of any previously vested interest, and any Participant who has completed at least three (3) years of Vesting Schedule Service, may elect to have his vested interest in his Employer Contribution Account determined without regard to such amendment by notifying the Plan Administrator in writing

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during the election period as hereafter defined. The election period shall begin on the date such amendment is adopted and shall end no earlier than the latest of the following dates:

(a)	the date which is 60 days after the date the amendment is adopted;
(b)	the date which is 60 days after the day the plan amendment becomes effective; or
(c)	the date which is 60 days after the day the Participant is issued written notice of the amendment by the Employer or Plan Administrator. Such election shall be available only to an individual who is a Participant at the time such election is made and such election shall be irrevocable.

     4.04 Forfeitures.

     As to any Participant who terminates employment with the Employer and all Affiliates prior to his Retirement Date or earlier death and prior to becoming fully vested in his Employer Contribution Account, the unvested portion of such Account shall be declared a forfeiture as of the date of such distribution if such Participant is partially vested and as soon as practicable following the date of termination if such Participant is 0% vested.

(a)	If such Participant is rehired before incurring five consecutive One Year Breaks in Service, then such Participant’s nonvested interest, determined as of the date of forfeiture in (a) above, shall be restored to the Participant’s Account which existed at the date of forfeiture and his vested interest in such Account shall be based on his total years of Vesting Schedule Service.
(b)	Any amounts which must be restored, to a rehired Participant’s Account pursuant to (a) above, shall first come out of forfeitures from other Plan Participants and thereafter from Employer contributions.
(c)	Any forfeitures which occur under this Section 4.04 shall first be charged against a Participant’s Investment Account, with any balance charged against his Employer Stock Account.

     4.05 Resumption of Participation.

     If a Participant incurs a Break in Service after termination of employment before he has acquired any vested interest in any portion of his Employer Contribution Account, and if his aggregate number of consecutive One Year Breaks in Service (including those within such Break in Service) then or thereafter equals or exceeds his number of Years of Service prior to such Break in Service, then all prior Vesting Schedule shall be forfeited as it otherwise would be used to measure his vested interest in his new Employer Contribution Account established subsequent to such Break in Service.

     If a Participant incurs a Break in Service after termination of employment after he has acquired a vested interest in any portion of his Employer Contribution Account, then (regardless of his subsequent number of consecutive One Year Breaks in Service) all prior Vesting Schedule Service shall be aggregated with his subsequent Vesting Schedule Service to measure his vested

17

interest in his new Employer Contribution Account established subsequent to such Break in Service. If a Participant separates from service and returns to service before incurring five consecutive One-Year Breaks in Service, both the pre-break and post-break service will count in vesting both the pre-break and post-break account balances.

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ARTICLE V

DISTRIBUTIONS

     5.01 Time of Distribution.

(a)	Retirement. Upon termination of employment on or after his Retirement Date, a Participant shall be entitled to have the full value of his Account distributed to him not later than 60 days after the close of the Plan Year in which he terminates employment.
(b)	Other Termination. Unless the Participant otherwise elects, payments will commence not later than the 60th day after the later of the Plan Year in which the Participant attains the Normal Retirement Date or terminates employment; provided, however, that the written consent of the Participant to the distribution shall be required if his vested interest in all his Accounts under the Plan exceeds $1,000.
(c)	Death. If a Participant or former Participant dies with any Account in the Fund, the Participant’s Beneficiary shall be entitled to have the full value of the Account distributed as soon as practicable following the date of death. Distribution shall commence no later than one year after the Participant’s death, except that if or to the extent the Participant’s Beneficiary is his surviving spouse, then distribution must commence no later than the earlier of (i) the date on which the Participant would have attained his Normal Retirement Date, or (ii) one year after the death of his surviving spouse. If any Beneficiary is other than an individual, then distribution to such Beneficiary must be completed within five years after the Participant’s death.

     5.02 Valuation of Distribution.

     Valuation for purposes of any distribution shall be made as of the Valuation Date coincident with or immediately preceding the date of distribution. A Participant otherwise entitled to receive an allocation under Section 3.02 for the Plan Year during which he retires or dies, shall have such allocation distributed to him as soon as practicable after it has been determined.

     5.03 Form of Distribution.

     A Participant may elect to receive a single sum distribution in cash or Employer Stock (with the value of any fractional share paid in cash). In addition, a Participant may elect that any eligible rollover distribution be transferred directly to an individual retirement account (IRA) or other eligible retirement plan accepting such transfer.

     5.04 Required Distributions.

     Pursuant to Section 401(a)(9) of the Code as amended by the Small Business Job Protection Act, distribution of a Participant’s Plan Benefits is required to begin by April 1 of the calendar year following the later of (1) the calendar year in which the Participant attains age

19

seventy and one-half (70¹/2) or (2) the calendar year in which the Participant separates from service with the Employer. However, in the case of a five-percent (5%) owner (as defined in Section 416(i)(1)(B)(i) of the Code), distributions are required to begin no later than April 1 following the calendar year in which the Participant attains age seventy and one-half (70¹/2).

     All required minimum distributions shall be determined and made in accordance with the final and temporary regulations under Code Section 401(a)(9), including the incidental death benefit requirement in Code Section 401(a)(9)(G). Required minimum distributions will be made in accordance with Treasury Regulations 1.401(a)(9)-1 through 1.401(a)(9)-9. The provisions of this Plan reflecting Code Section 401(a)(9) shall supersede any distribution options of the Plan to the extent those other distribution provisions are inconsistent with Code Section 401(a)(9).

     5.05 No Distributions Prior to Separation From Service.

     Except as provided in Section 5.04, no amounts in a Participant’s Account shall become distributable prior to the Participant’s termination of employment with the Employer and any Affiliate.

     5.06 Benefits Only from Fund.

     All benefits under the Plan shall be payable only from the Fund and no liability for the payment of benefits under the Plan shall be imposed upon the Employer or upon any officers, directors, shareholders, agents or employees of the Employer.

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ARTICLE VI
EMPLOYER STOCK PROVISIONS

     6.01 Loan Suspense Account, Allocation.

     Employer Stock acquired by loan proceeds (such loan being exempt from Sec. 4975(c) IRC by 4975(d)(3) IRC) shall be held in a suspense account, pending release from encumbrance and suspense in accordance with the terms of the loan. Unless otherwise determined by the Plan Administrator, the number of shares and fractional shares to be released at the end of a given loan payment period shall be based upon the principal only method described in Treas. Reg. Section 54.4975-7(b)(8)(ii). If the Plan Administrator determines that the principal only method should not be used or if the principal only method cannot be used for any reason, the release from encumbrance shall be calculated using the principal and interest method described in Treas. Reg. Section 54.4975-7(b)(8)(i). Shares and fractional shares of Employer Stock released from encumbrance and suspense at or as of the end of a loan payment period shall be allocated among Participant Employer Stock Accounts as provided in 3.02(a) hereof.

     6.02 Voting Employer Stock.

     Except as provided below, Employer Stock held by the Trustee shall be voted as directed by the Plan Administrator. Each Participant or, if applicable, his Beneficiary shall be entitled to direct the Trustee as to the exercise of any and all voting rights attributable to shares of Employer Stock then allocated to his Account. Any allocated Employer Stock to which voting instructions are not received and all Employer Stock which is not then allocated to Participants’ accounts shall be voted in a manner determined by the Plan Administrator.

     6.03 Employer Stock Valuation.

     All transactions in Employer Stock shall be based upon the fair market value thereof. All valuations of Employer Stock which is not readily tradeable on an established securities market with respect to activities carried on by the Plan shall be made by an independent appraiser meeting requirements similar to those contained in Treasury regulations under Section 170(a)(1) of the Code.

     6.04 ESOP Loans.

     Any ESOP Loan shall meet the requirements of current Treasury regulations for such loans, including:

(a)   The interest rate respecting such loan shall not exceed a reasonable rate of interest. The Plan Administrator shall consider all relevant factors in determining a reasonable rate of interest, including the amount and duration of the loan or contract, the security and guarantee (if any) involved, the credit standing of the Trust and the Company (if and to the extent that the Company acts as guarantor), and the interest rate prevailing for comparable loans. Upon due consideration of the foregoing factors, a variable interest rate may be reasonable.

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(b)	At the time that such loan is made or contract entered into, the interest rate and the price of securities to be acquired should not be such that Plan assets might be dissipated.
(c)	The terms of such loan or contract, whether or not between independent parties, must be at such time at least as favorable to the Trust as the terms of a comparable loan or contract resulting from arm’s-length negotiations between independent parties.
(d)	The proceeds of such loan must be used within a reasonable time after their receipt by the Trust only to acquire Employer Stock, to repay such loan, or to repay a prior loan to the Trust.
(e)	Such loan must be without recourse against the Trust. The only assets of the Trust that may be given as collateral on such loan are shares of Employer Stock acquired therewith. No person entitled to payment under such loan shall have any right to assets of the Trust other than collateral given for such loan, cash contributions of the Company made to meet the obligations of the Trust under such loan, and earnings attributable to such collateral and the investment of such contributions. The payments made with respect to such loan by the Trust during a Plan Year must not exceed an amount equal to the sum of such contributions and earnings received during or prior to the year less such payments in prior years. Such contributions and earnings must be accounted for separately on the books of account of the Trust, until the loan is repaid.
(f)	In the event of default on such loan, the value of Plan assets transferred in satisfaction of the loan must not exceed the amount of default.
(g)	Shares of Employer Stock used as collateral for such loan shall be released from the encumbrance thereof, in accordance with the provisions of Section 6.01 below.
(h)	Such loan shall be for a specific term, and not payable at the demand of any person (except in the case of default).
(i)	Except as otherwise required by applicable law, no Employer Stock acquired with the proceeds of such loan shall be subject to a put, call or other option, or buy-sell or similar arrangement while held by and when distributed from the Trust, whether or not the Trust is then an employee stock ownership plan as described in Code Sec. 4975(e)(7). Further, the requirements under this subsection (i) are not terminable following repayment of the loan.

     6.05 Direction for Employer Stock Account.

     The acquisition, holding and disposition of Employer Stock in the Trust shall be by written direction of the Plan Administrator to the Trustee, and the Trustee shall not be liable for action taken pursuant to such written direction.

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     6.06 Dividends.

     Unless otherwise determined by the Plan Administrator, dividends (which shall include distributions on shares of S corporation stock) paid with respect to shares of Employer Stock allocated to Participants’ Accounts or held in the suspense account shall be used to repay any ESOP loan. Shares released from the loan suspense account by reason of dividends paid with respect to Employer Stock shall be allocated to Participants’ Accounts as follows:

(a)

first, shares with a fair market value equal to the greater of (i) the fair market value of the shares released from suspense attributable to the dividends used to repay the ESOP loan attributable to the Employer Stock allocated to the Participants’ Accounts, or (ii) the dividends paid with respect to the Employer Stock allocated to the Participants’ Accounts, shall be allocated among and credited to the Accounts of such Participants, pro rata, according to the number of shares of Employer Stock held in such accounts on the dividend declaration date;

(b)

then any remaining shares released from suspense by reason of dividends paid with respect to Employer Stock held in suspense shall be allocated among and credited to the Accounts of all Participants, pro rata, according to each Participant’s Compensation.

     The Plan Administrator may direct that any cash dividends paid with respect to shares of Employer Stock may be allocated among and credited to Participants’ Accounts; provided, however, that the dividends paid with respect to Employer Stock held in the suspense account shall be allocated among and credited to Accounts according to the number of shares of Employer Stock held in the respective Stock Accounts on the date such dividends were declared by the Employer. Any cash dividend paid with respect to shares of Employer Stock allocated to Participants’ Accounts may, as determined by the Plan Administrator, be either paid by the Company directly in cash to the Participants on a non-discriminatory basis, or paid to the Trustee and distributed by the Trustee to the Participant no later than 90 days after the end of the Plan Year in which paid to the Trustee.

     6.07 Certain Transactions Barred.

     No put or buy-sell agreement shall commit the Trustee to acquire Employer Stock at a future date determined upon the happening of an event such as the death of a shareholder.

     6.08 Limits on Rollover Sale.

     If the Trustee is directed to purchase Employer Stock from a Participant who qualifies for and elects a federal tax deferral in connection with such sale under §1042 of the Internal Revenue Code, then no shares of Employer Stock so purchased in such transaction shall be allocated to the seller/Participant, related parties or a shareholder owning more than 25% of outstanding Employer Stock, and no equivalent trust assets shall be allocated in lieu of such Employer Stock, all as provided by §409(n) of the Internal Revenue Code.

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     6.09 Put Option.

     If Employer Stock is not readily tradable on an established market, a Participant or Beneficiary who receives a distribution of such stock under the Plan (and who does not immediately sell it back), shall have the right to sell (“put”) all of such Employer Stock so distributed (but not less than all) to the Employer or the Trustee of this Plan. The obligation to purchase on behalf of the Employer may be assigned to the Trustee by direction of the Plan Administrator. Such right to sell shall exist for a 60 day period commencing on the day following distribution thereof to the Participant or Beneficiary, and shall be exercised by written notice thereof to the Employer or the Trustee hereunder received within the 60 day period. If such right to sell is not exercised during such period, the Participant (or Beneficiary) shall have an additional 60 day period during which he may exercise such right commencing on the first anniversary of the date of distribution of such Employer Stock. Such later right shall be identical to the original right and shall be exercisable in the same manner. In each case, the price payable by the buyer shall be that established on the most recent Valuation Date preceding the date written notice of exercise is received by the addressee thereof. The purchase price may, at the election of the Plan Administrator, be payable in a lump sum or in substantially equal annual installments over a period of up to five years, bearing interest at the applicable federal rate (as defined in Section 1274) as of the date of such note. Such payments shall commence not later than 30 days after receipt of the put option by the optionee. The installment note shall be guaranteed by the Employer, or otherwise secured as determined by the Plan Administrator.

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ARTICLE VII
ADMINISTRATION

     7.01 Plan Administrator.

     The Primary Employer shall supervise and control the operation of the Plan and its general administration, and shall be the “Plan Administrator” for all purposes of ERISA, unless the Employer shall in writing have appointed a Committee pursuant to Section 7.03 hereof or some other person(s) or entity as the Plan Administrator. Any persons performing services with respect to the Plan may be reimbursed for expenses properly and actually incurred, either from the Fund or by the Employer, at the sole discretion of the Employer, but no employee of the Employer shall receive any compensation from the Fund for services rendered in the performance of any duties with respect to the Plan.

     7.02 Authority of Plan Administrator.

     The Plan Administrator shall have such powers as may be necessary to direct the general administration of the Plan, including those powers given to the Plan Administrator elsewhere in this Plan, and including (but not by way of limitation) the following:

(a)	to construe and interpret the Plan and to make equitable adjustments for any mistakes or errors made in the administration thereof;
(b)	to prescribe such procedures, rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan or any of its duties hereunder;
(c)	to decide questions of eligibility and determine the amount, manner and time of payment of any benefits and to direct the payment of the same from the Fund;
(d)	to prescribe the form and manner of application for any benefits hereunder and forms to be used in the general administration hereof;
(e)	to receive from the Employer, Employees and Participants or their beneficiaries such information as shall be necessary for the proper administration of the Plan;
(f)	to furnish to the Employer such annual reports with respect to the administration of the Plan as are reasonable and appropriate;
(g)	to designate, appoint or employ any other persons, as it deems advisable, which persons may be designated to carry out any fiduciary responsibilities within the scope of the Plan Administrator’s authority. Any persons so designated by the Plan Administrator may themselves delegate all or part of their duties to any other persons, except that fiduciary responsibilities may be so delegated only upon the prior written approval of the Plan Administrator; and
(h)	to employ or retain legal, tax, accounting or actuarial consultants, to assist it in the performance of its duties hereunder.

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     7.03 Administrative Committee.

     The Employer may establish an Administrative Committee (the “Committee”) to act for the Employer as Plan Administrator in the general administration of the Plan. The Committee shall consist of at least two members. The members of the Committee shall serve at the pleasure of the Employer until their successors are appointed in like manner.

     7.04 Committee Procedure.

     Any such Committee may in its regulations or by action delegate the authority to any one or more of its members to take any action on behalf of the Committee and as to such actions, no meetings or unanimous consent shall be required. The Committee may also act at a meeting or by its unanimous written consent. A majority of the members of the Committee shall constitute a quorum for the transaction of business and shall have full power to act hereunder. All decisions shall be made by vote of the majority present at any meeting at which a quorum is present, except for actions in writing without a meeting which must be unanimous. The Committee may appoint a Secretary who may, but need not be, a member of the Committee. The Committee may adopt such bylaws and regulations as it deems desirable for the conduct of its affairs. Any absent Committee member, and any dissenting Committee member who (at the time of the making of any decision by the majority) registers his dissent in writing delivered at that time to the other Committee members, shall be immune to the fullest extent permitted by law from any and all liability occasioned by or resulting from the decision of the majority. All rules and decisions of the Committee shall be uniformly and consistently applied to all persons in similar circumstances. The Committee shall be entitled to rely upon the Employer’s records as to information pertinent to calculations or determinations made pursuant to the Plan. A member of the Committee may not vote or decide upon any matter in which his individual right to or claim to any benefit under the Plan is particularly involved. If, in any case in which a Committee member is so disqualified to act, the remaining members cannot agree, then the President of the Employer will appoint a temporary substitute member to exercise all of the powers of the disqualified member concerning the matter in which that member is disqualified to act.

     7.05 Claims and Domestic Relations Order Review Procedures.

     The Plan Administrator shall establish and administer a reasonable written procedure for the filing of claims (requests for benefits) by the Participants or their Beneficiaries, and for determining the qualified status of any “domestic relations order” as defined in paragraph 206(d)(3) of ERISA, including segregation to the extent required by law of any Accounts thereby contested, all in accordance with such regulations as may be issued by the Secretary of Labor. The Plan Administrator shall provide written notice to any Participant, Beneficiary, or alternate payee whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, and shall afford a reasonable opportunity to any Participant or Beneficiary for a full and fair review of the decision denying a claim in accordance with such regulations as may be issued by the Secretary of Labor and consistent with the claims procedure established by that Plan Administrator. If the Plan Administrator determines that the domestic relations order is qualified, the alternate payee shall be entitled to receive payments as if the alternate payee were a terminated Participant.

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     Notwithstanding any other provision in this Plan to the contrary, the Plan Administrator may make a distribution to an alternate payee under a qualified domestic relations order prior to the earliest date distributions are permitted under any other provisions of this Plan, and prior to the date a Participant whose Account is the subject of a domestic relations order attains age 50, provided that the domestic relations order is determined to be qualified as defined in paragraph 206(d)(3) of ERISA and the order provides for such distribution.

     The Plan Administrator shall have full and complete discretionary authority to determine eligibility for benefits, to construe the terms of the Plan and to decide any matter presented through the claim review procedure. Any final determination of the Plan Administrator shall be binding on all parties. If challenged in court, such determination shall not be subject to de novo review and shall not be overturned unless proven to be arbitrary and capricious upon the evidence considered by the Plan Administrator at the time of such determination.

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ARTICLE VIII
RIGHTS OF PARTICIPANTS

     8.01 No Contract of Employment.

     The adoption and maintenance of this Plan shall not be construed as creating any contract of employment between the Employer and any employee, and the Employer shall have the right in all respects to deal with its employees, their hiring, discharge, compensation and conditions of employment as though the Plan did not exist. No employee shall have any right to question the action of the Employer in discontinuing its contributions to this Plan or in terminating this Plan in its entirety. Each Participant shall have the right to see the record of his Account(s) but no right to inquire as to the Accounts of other Participants.

     8.02 Restrictions as to Payees.

     This Plan is established for the purpose of providing for the support of the Participants upon their retirement and for the support of their beneficiaries as herein provided. No right or interest of any kind of any Participant shall be subject to alienation, anticipation or encumbrance by the Participant, and, to the fullest extent provided by law, no rights or interest of any kind of any Participant shall be subject to garnishment, attachment, execution or levy of any kind except payments pursuant to qualified domestic relations orders in accordance with paragraph 206(d)(3) of ERISA. If any Participant or Beneficiary entitled to receive a distribution under the Plan is a minor or incompetent person or is unable to attend to his or her own financial affairs, in the good faith judgment of the Plan Administrator, then payment may be authorized by the Plan Administrator to be made to the person or persons responsible for, caring for, or supporting such Participant or Beneficiary, in the discretion of the Plan Administrator. Any such payments shall fully discharge all obligations of all fiduciaries under the Plan and Trust as to the payee, manner and amount of such distribution(s).

     8.03 Merger, Consolidation or Transfer.

     In the event this Plan is merged or consolidated with, or its assets or liabilities or the Fund are transferred to, any other plan or trust, each Participant hereunder shall be entitled to receive a benefit calculated immediately after such merger, consolidation or transfer (if the Plan then terminates) which is at least equal to the value of the benefit he would have been entitled to receive had this Plan terminated immediately prior to such event.

     8.04 USERRA.

     Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code.

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ARTICLE IX
AMENDMENT AND TERMINATION

     9.01 Amendment.

     The Employer reserves the right at any time, and from time to time, to amend in whole or in part any or all of the provisions of the Plan, but no amendment shall be made by which any funds under the Plan can be used for, or diverted to, purposes other than for the exclusive benefit of Employees and their beneficiaries.

     Unless the amendment is necessary to permit the Plan to meet the requirements for Treasury approval under the Internal Revenue Code or under any subsequent revenue law, to meet the requirements of the Department of Labor under ERISA or, of any other governmental authority under any other applicable law, no amendment shall adversely affect the benefits to which an Employee became entitled prior to the effective date of such amendment.

     9.02 Termination.

     It is intended by the Employer that the Plan shall constitute a permanent Plan for providing benefits for Employees, but the Employer reserves the right to terminate the Plan at any time, or to permanently discontinue contributions thereto, with respect to its Employees, and thereafter no employee of the Employer shall become a Participant nor shall any employee of the Employer accrue additional benefits hereunder. Upon such termination (or partial termination as to Participants affected thereby) or permanent discontinuance of contributions, each Participant and beneficiary of each deceased Participant shall have a fully vested and nonforfeitable interest in any values held in his Account(s), but only with respect to amounts attributable to prior contributions to such Account(s), as of the date of such termination or discontinuance, and such values shall be distributed to such persons within a reasonable time under any method provided in the Plan. Any forfeitures by Employees which shall have occurred in accordance with Section 4.04 hereof prior to such termination or discontinuance, but which have not yet been allocated, shall be distributed pro rata based on compensation among those Participants during the most recent Plan Year ending concurrently with or prior to the effective date of such termination or discontinuance.

     9.03 Non-Reversion.

     Except as provided in this Section, the Employer shall have no right, title or interest in the contributions made by it under the Plan and no part of the Fund shall ever revert to it or for its benefit nor shall any part of the Fund ever be used other than for the benefit of the Participants and their beneficiaries.

     The Employer hereby declares its intention that the Plan as in effect from time to time, shall meet all requirements for tax-qualified plans under the Internal Revenue Code and that all contributions shall be deductible under Section 404 and related provisions of the Internal Revenue Code, and all contributions are hereby expressly made conditional upon such deductibility. If a contribution is made by the Employer by a mistake of fact, then such contributions shall be returned to the Employer within one year after the payment of the contribution; if a contribution is made by the Employer with respect to a tax year as to which the

29

initial qualification of the Plan under Section 401 is denied, then all such contributions shall be returned to the Employer within one year after the date of the denial; and if any part or all of such a contribution is disallowed as a deduction under Section 404 of the Code with respect to the Employer, then to the extent such contribution is disallowed as a deduction it shall be returned to the Employer within one year after the disallowance.

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ARTICLE X
MISCELLANEOUS

     10.01 Legislation Governs.

     This Plan is intended to meet the requirements of Section 401 and related provisions of the Internal Revenue Code and all applicable provisions of ERISA and regulations thereunder and any amendments thereto or replacements thereof (hereinafter, the “Applicable Employee Benefits Law”) and this Plan shall be construed and operated accordingly. In the event of any conflict between any part, clause or provision hereof and the Applicable Employee Benefits Law, the provisions of such law shall be deemed controlling and the conflicting part, clause or provision hereof shall be deemed superseded to the extent of the conflict.

     The law of the State of Wisconsin shall govern this Plan in all matters which are to be determined by reference to state law as distinguished from federal law.

     10.02 Indemnification.

     No person incurring any loss resulting from liability for breach of its fiduciary duties with respect to the Plan shall be entitled to indemnification out of the assets of the Fund. However, the Employer shall hold harmless and defend any individual in the employment of the Employer and any director of the Employer against any claim, action or liability asserted against him in connection with any action or failure to act regarding the Plan, except as and to the extent that any such liability may be based upon the individual’s own willful misconduct. This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance.

     10.03 Construction.

     The masculine gender, where appearing in the Plan, shall be deemed to include the feminine or common genders, unless the context clearly indicates to the contrary. The words “hereof”, “hereunder”, and other similar compounds of the word “here” shall mean and refer to the entire Plan, not to any particular provision or section. Where applicable, words in the singular shall include the plural, and vice versa.

     10.04 Headings.

     The headings and subheadings in this instrument are inserted for convenience and reference only and are not to be used in construing the Plan or any provision thereof.

     10.05 Non-Discrimination.

     Whenever any discretionary action or decision is to be made by the Plan Administrator hereunder, such action or decision shall be final and binding upon all persons, provided that the Plan Administrator exercises such discretion in a uniform and non-discriminatory fashion so that all Participants under similar circumstances are treated in a like manner.

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     10.06 Absence of Guaranty.

     Neither the Employer nor the Plan Administrator in any way guarantee the Fund against loss or depreciation. Unless otherwise provided by law, the Employer, its directors, officers, employees and agents and the Plan Administrator shall in no manner be liable to any Participant or Beneficiary or any other person under or by reason of the terms and conditions of the Plan.

     10.07 Service in More Than One Capacity.

     Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

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ARTICLE XI
TOP-HEAVY PROVISIONS

     11.01 Application.

     The provisions of this Article XI shall become effective only in any Plan Year in which the Plan is determined to be a top-heavy plan within the meaning of Section 416(g) of the Code.

     11.02 Determination of Top-Heavy Status.

     The Plan will be a top-heavy plan for the Plan Year if, as of the last day of the preceding Plan Year, or in the case of the first Plan Year, the last day of such Plan Year:

(a)	the aggregate of the value of all the Accounts of Key Employees exceeds 60% of the value of such Accounts of all employees under the Plan (the “60% Test”); or
(b)	the Plan is part of a required aggregation group, and the required aggregation group is top-heavy.

     Notwithstanding the results of the 60% Test, the Plan shall not be considered a top-heavy plan for any Plan Year in which the Plan is part of a required or a permissive aggregation group which is not a top-heavy group.

     11.03 Special Vesting, Minimum Contribution and Compensation Rules.

     While the Plan is a top-heavy plan, the following special rules shall apply:

(a)   Notwithstanding the provisions of the regular vesting schedule of this Plan set out in Article IV hereof, a Participant’s interest in his Employer Contribution Account shall become fully vested and nonforfeitable as determined in accordance with the following:

	Portion of Participant’s
	Employer Contribution
Years of Vesting	Account Vested in
Schedule Service	Participant
Less than 3		0	%
3 or more		100	%

If the Plan was a top-heavy plan and subsequently ceases to be such, the vesting schedule in this Section 11.03(a) shall continue to apply in determining the vesting percentage of any Participant who had at least three (3) years of Vesting Schedule Service as of the last day of the last Plan Year that the Plan was top-heavy. For all other Participants, two Employer Contribution Accounts shall be maintained—the old Employer Contribution Account and the new Employer Contribution Account. The starting balance of the old Employer Contribution Account shall be the balance as of such last day. All contributions and forfeitures allocated as of a date subsequent to such last day

33

shall be allocated to the new Employer Contribution Account. The Participant’s vesting percentage with respect to his new Employer Contribution Account shall be determined in accordance with the regular vesting schedule provided in Article IV hereof. The Participant’s vesting percentage in his old Employer Contribution Account at any time shall be the greater of (i) the vesting percentage determined under the regular vesting schedule provided in Article IV hereof or (ii) the vesting percentage determined on such last day under the vesting schedule in this subsection.

(b)   If contributions or forfeitures or both are allocated to the Employer Contribution Account of any Key Employee, then the total amount thereof, expressed as a percentage of the Key Employee’s Code Section 415 compensation for the Key Employee receiving the largest such percentage shall be determined. All Active and Inactive Participants who remain in the Employer’s employ at the end of the Plan Year and who are not Key Employees shall then be entitled to receive certain minimum allocations to their Employer Contribution Accounts as follows:

(1)	if the percentage so determined for the Key Employee equals or exceeds 3%, then otherwise eligible non-Key Employees must receive allocations of at least 3% of their Code Section 415 compensation; and
(2)	if the percentage so determined for the Key Employee is less than 3%, then otherwise eligible non-Key Employees must receive allocations at least equal to such percentage.
	If the Employer sponsors another defined contribution plan, such top heavy minimum contribution shall be provided in such other plan.
	For purposes of satisfaction of the minimum contribution requirements herein imposed, no contributions or benefits under the Social Security Act shall be taken into account, but Employer contributions made or benefits accrued during the same calendar year within any other tax-qualified retirement plan of the Employer may be taken into account in accordance with applicable regulations. If the highest rate allocated to a Key Employee, for a year in which the plan is top-heavy is less than three percent, amounts contributed as a result of a salary reduction agreement shall be included in determining contributions made on behalf of Key Employees.

     11.04 Top-Heavy Definitions.

     For purposes of this Article XI, the following definitions shall apply:

(a)   “Key Employee” shall mean any employee, former employee or Beneficiary who at any time during the Plan Year or during any of the four preceding Plan Years is

34

(1)	an officer of the Employer or an Affiliate with an annual compensation from the employer greater than 150% of the amount in effect in Code Section 415(c)(1)(A), (but not more than 50 officers or, if lesser, the greater of 3 or 10% of the employees of the Employer together with all Affiliates),
(2)	one of the ten employees having annual compensation from the employer greater than 100% of the amount in effect in Code Section 415(c)(1)(A) and owning the largest equity interests in the Employer together with all Affiliates,
(3)	an employee with more than 5% equity interest in the Employer together with all Affiliates, or
(4)	an employee with a 1% equity interest in the Employer together with all Affiliates and an annual compensation of $150,000 or more.

(b)	“Required Aggregation Group” shall mean those plans of the Employer and of all Affiliates in which a Key Employee participates or which must be aggregated in order to satisfy the participation and coverage requirements of Code Sections 401(a)(4) and Code Section 410.
(c)	“Permissive Aggregation Group” shall mean the Required Aggregation Group, plus any other plans maintained by the Employer or an Affiliate, which the Employer may choose to aggregate, provided all plans so aggregated satisfy the participation and coverage requirements of Code Sections 401(a)(4) and Code Section 410.
(d)	“Top-Heavy Group” means any aggregation group in which the present value of all accrued benefits (excluding amounts attributable to deductible voluntary contributions) of Key Employees exceeds 60% of the present value of all accrued benefits for all participants in plans within the aggregation group.
(e)	“Non-Key Employee” means any Employee, former Employee or Beneficiary who is not a Key Employee as defined above.

     “Determination Date” means for any Plan Year the last day of the preceding Plan Year or, in the case of the first Plan Year of the Plan, the last day of that Plan Year.

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     IN WITNESS WHEREOF, This Plan is executed by the Employer, acting through its duly authorized officers, as of the ___day of ___, 2005.

WAUWATOSA SAVINGS BANK
By:	_______________________________
Attest: _____________________________

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WAUWATOSA SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP TRUST

Effective January 1, 2005

WAUWATOSA SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP TRUST

TABLE OF CONTENTS

	Page
PREAMBLE
ARTICLE I ESTABLISHMENT OF TRUST		I-1
1.01 Designation and Meaning of Terms		I-1
1.02 Exclusive Benefit of Participants and Beneficiaries		I-1
1.03 General Duties of Trustee		I-1
1.04 Duties of Plan Administrator		I-1
1.05 Named Fiduciaries and Funding Policy		I-2
ARTICLE II POWERS AND SPECIFIC DUTIES OF THE TRUSTEE	II-1
2.01 Investment of Assets	II-1
2.02 Administrative Powers	II-2
2.03 Investment Manager	II-3
2.04 Employer Stock Valuation and Voting	II-4
ARTICLE III TRUSTEE ADMINISTRATION	III-1
3.01 Expenses	III-1
3.02 Annual Valuation	III-1
3.03 Accountings	III-1
ARTICLE IV PROVISIONS CONCERNING THE TRUSTEE	IV-1
4.01 Identity of Trustee	IV-1
4.02 Resignation or Removal	IV-1
4.03 Procedure for Successor	IV-1
4.04 Indemnification	IV-1
4.05 Protection of Trustee	IV-1
ARTICLE V AMENDMENT AND TERMINATION		V-1
5.01 Duration and Termination		V-1
5.02 Continuation of Plan		V-1
5.03 Amendment		V-1
ARTICLE VI MISCELLANEOUS	VI-1
6.01 Interests in Fund	VI-1
6.02 Non-Alienation	VI-1
6.03 Insurer Not a Party	VI-1
6.04 Controlling Law	VI-1
6.05 Construction	VI-1

-i-

WAUWATOSA SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP TRUST

PREAMBLE

     WHEREAS, the Employer has adopted the WAUWATOSA SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN, hereinafter referred to as the “Plan”, for the benefit of its Employees, effective as of January 1, 2005;

     NOW THEREFORE, the Employer and _________(hereinafter, the “Trustee”) do hereby establish the WAUWATOSA SAVINGS BANK EMPLOYEE STOCK OWNERSHIP TRUST and agree that the following shall constitute the Trust Agreement:

ARTICLE I

ESTABLISHMENT OF TRUST

     1.01 Designation and Meaning of Terms.

     This Trust is designated as the WAUWATOSA SAVINGS BANK Employee Stock Ownership Trust. All capitalized terms used herein shall have the meaning assigned to them in the Plan. The Employer intends that the Trust shall constitute a part of the Plan, the provisions of which are hereby incorporated by reference, which will meet the requirements of ERISA and qualify under Section 401(a) of the Internal Revenue Code and thereby continue tax exempt status under Section 501(a) of such Code. The purpose of this Trust is to implement the Plan, which provides for certain retirement, disability, death and employment termination benefits for Participants and their Beneficiaries.

     1.02 Exclusive Benefit of Participants and Beneficiaries.

     This Trust shall be for the exclusive benefit of Participants and their Beneficiaries. Subject to the provisions of Section 9.03 of the Plan, no part of the Trust Fund shall be used for, or diverted to, purposes other than for the exclusive benefit of the Participants and their Beneficiaries (except that payment of any taxes and administration expenses may be made from this Trust as provided in Section 3.01 hereof).

     1.03 General Duties of Trustee.

     The Trustee shall receive any contributions paid to it in cash, Employer Stock or in the form of such other property as it may from time to time deem acceptable and which shall have been delivered to him. All contributions so received, together with the income therefrom and any other increment thereon and all other assets acquired by investment or reinvestment, (hereinafter collectively referred to as the “Trust Fund”) shall be held, invested, reinvested and administered by the Trustee pursuant to the terms of this Agreement without distinction between principal and income and without liability for the payment of interest thereon. The Employer shall make contributions in such manner and at such times as shall be appropriate. The Trustee shall not be responsible for the calculation or collection of any contribution under or required by the Plan, but shall be responsible only for property received by it pursuant to this Agreement. The Trustee shall from time to time make payments out of the Trust Fund to such persons as the Plan Administrator shall direct and shall be under no liability for any payments made pursuant to such directions.

     1.04 Duties of Plan Administrator.

     It shall be the duty of the Plan Administrator, subject to the provisions of the Plan, to administer the Plan, to determine the existence, nature and amount of rights and interests of all persons in and to the Trust Fund or under the Plan and to furnish the Trustee with complete and accurate information with respect to Participants, their Compensation, Service with the Employer, and any other information which the Trustee may reasonably request.

I-1

     1.05 Named Fiduciaries and Funding Policy.

     The Employer has designated the Trustee as a named fiduciary of this Trust and the Plan Administrator as a named fiduciary of the Plan. The Plan Administrator shall establish and carry out a funding policy consistent with the purposes of the Plan and the requirements of applicable law, as may be appropriate from time to time.

I-2

ARTICLE II

POWERS AND SPECIFIC DUTIES OF THE TRUSTEE

     2.01 Investment of Assets.

     The Trustee shall have with respect to any and all moneys and property at any time held by it and constituting the Trust Fund hereunder power to purchase and pay premiums upon or which may become due under any insurance contract or contracts of every nature whatsoever as shall have been directed and approved by the Plan Administrator. The ownership of all such insurance contracts and policies shall vest in the Trustee. The Trustee shall exercise all rights, privileges, options and elections contained in such policies and contracts only in accordance with the directions of the Plan Administrator. To the extent the Trust Fund is not so used for insurance funding, the Trustee shall have the power as directed by the Plan Administrator:

(a)	To invest and reinvest the principal and income of the Trust Fund and to keep the Trust Fund invested, without distinction between principal and income, in such stocks, bonds, notes, mortgages or other securities, trust and participation certificates, real estate or in such other property, including units of participation in any common trust funds or collective investment funds of pension, profit-sharing or other employee benefit trusts as may be established by any corporate trustee, as the Trustee deems proper, whether or not such investments are of the kind authorized by the common law, statutes or decisional law of the State of Wisconsin, to which said Trustee would, in the absence of this provision, be subject.
	Notwithstanding any other provision of this Agreement, the Trustee may cause any part or all of the money of this Trust Fund to be commingled with the money of trusts created by others by investing such money as a part of either or both of the funds created by said Declaration of Trust and money of this Trust Fund so added to either of said funds at any time shall be subject to all of the provisions of said Declaration of Trust as it is amended from time to time.
(b)	To retain any property at any time received by him as Trustee hereunder, without regard to the proportion which such property either alone or in conjunction with any other property of the same or similar character may bear to the entire amount of the Trust Fund.
(c)	To sell any property at any time held by him at either public or private sale for cash or on credit at such time or times and on such terms as to him may seem appropriate and to exchange such property and grant options for the purchase or exchange thereof.
(d)	To consent to and participate in any plan of reorganization, consolidation, merger, combination or other similar plan, to consent to any contract, lease, mortgage, purchase, sale or other action by any corporation pursuant to such plan and to

II-1

	accept and retain any property issued under any plan of reorganization even though it would not be deemed proper by the Trustee as a new investment under the provisions of subdivision (a) of this Section.
(e)	To deposit any such property with any protective, reorganization or similar committee; to delegate discretionary power thereto and to agree to pay and to pay the part of expenses, compensation and any assessments levied with respect to any such property so deposited.
(f)	To exercise all conversion and subscription rights pertaining to any such property.
(g)	To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge and acquittance therefor; and to extend the time of payment of any obligation at any time owing to the Trust Fund.
(h)	To invest and reinvest the trust assets primarily in Employer Stock, as such stock is available for purchase from time to time, in accordance with the terms of the Plan and this Trust Agreement. The fair market value of any Employer Stock acquired by the Trustee at the direction of the Plan Administrator shall be determined as provided in Article 2.04 of this Agreement.
(i)	In the event the Trustee shall invest any trust assets, pursuant to the directions of the Plan Administrator, in any securities issued or guaranteed by the Employer or in any subsidiary or affiliate of the Employer, and the Employer thereafter directs the Trustee to dispose of such investment, or any part thereof, under circumstances which require registration of the securities under the Securities Act of 1933 and/or qualification of the securities under the Blue Sky Laws of any state, then the Employer, at its own expense, will take or cause to be taken any and all such action as may be necessary or appropriate to effect such registration and/or qualification.

     2.02 Administrative Powers.

     The Trustee shall have power and authority:

(a)	As directed by the Plan Administrator, to exercise all voting rights with respect to any investment (except that Employer Stock shall be voted as provided in Section 6.02 of the Plan) held for the Trust and in connection therewith to grant proxies, discretionary or otherwise.
(b)	To cause any security or other property of the Trust to be registered and held in the name of one or more of his or its nominees.
(c)	To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in his or its judgment, any interest of the Trust requires it; and, to

II-2

	represent the Trust in all suits or legal proceedings or before any other body or tribunal.
(d)	To hold uninvested, without liability for interest thereon, such amounts of money as may reasonably be anticipated by the Trustee as necessary for disbursement of Trust Funds as required from time to time.
(e)	As directed by the Plan Administrator, to borrow money from others (including the Employer or any other party in interest in the form of an ESOP Loan) for the purposes of the Trust, including the Purchase of Employer Stock and to issue its promissory note as Trustee and secure the repayment thereof by pledging any securities or property in its possession as Trustee hereunder.
(f)	To retain, employ and compensate, out of the Trust Fund, to the extent not paid by the Employer, such clerical, legal, actuarial, accounting and other assistants as the Employer shall deem necessary for the proper administration of the Trust.
(g)	Generally to do all such acts, execute all such instruments, take all such proceedings and exercise all such rights and privileges with relation to any property constituting a part of the Trust Fund as if the Trustee were the absolute owner thereof.
(h)	Any third party dealing with the Trustee shall be fully protected in relying upon the Trustee’s certificate that he or it has authority to take or omit any proposed action. No third party shall be required to follow the application by the Trustee of the proceeds of any property which may be transferred or paid to the Trustee.
(i)	To the extent that the Trust Fund has been used to purchase an insurance contract or contracts, the Trustee, when directed by the Plan Administrator, shall take any action necessary so that a Participant or Beneficiary shall receive payment of his benefits under the insurance contract either directly from the insurer or from the Trustee, as may be necessary or desirable.

     2.03 Investment Manager.

     By written notice to the Trustee, the Employer may appoint an “investment manager” as defined under Section 3(38) of ERISA, to manage investment of part or all of the Trust Fund in accordance with all powers and limitations otherwise granted to and imposed on the Trustee for such purpose. Each investment manager shall be a named fiduciary under the Trust and shall acknowledge that he is a fiduciary under the Trust by a writing delivered to the Trustee. During any such period of appointment, the Trustee shall continue to have full custody of the Trust Fund assets and shall himself implement the investment directives of the investment manager but shall have no authority or responsibility with respect to whether Trust Fund assets under the control of such an investment manager should or should not be purchased, sold or retained.

II-3

     2.04 Employer Stock Valuation and Voting.

     All transactions in Employer Stock shall be based upon the fair market value thereof. In no event shall the Trustee be required to purchase or otherwise acquire shares of Employer Stock at a price or value exceeding the fair market value thereof. All shares of Employer Stock held in Trust hereunder shall be voted by the Trustee as directed by the Plan Administrator.

II-4

ARTICLE III

TRUSTEE ADMINISTRATION

     3.01 Expenses.

     The expenses incurred by the Trustee in the performance of his duties, including fees for legal services, and such compensation to the Trustee as may be agreed upon in writing from time to time between the Employer and the Trustee, and all other proper charges and disbursements of the Trustee, including any and all taxes assessed against the Trustee or the Trust Fund, shall be paid from the Trust Fund unless paid by the Employer. Notwithstanding the above, if any Trustee is an employee of the Employer, he shall not receive any compensation from the Trust Fund for services rendered as Trustee.

     3.02 Annual Valuation.

     Within a reasonable time after each Anniversary Date and on any other applicable Valuation Date as may be requested by the Plan Administrator, the Trustee shall cause a valuation of each asset in the Trust Fund to be made at its fair market value (and the Trustee may rely as to any insurance contract or contracts which may constitute a part of the Trust Fund, on the valuation thereof supplied by the issuing insurer) and the Trustee shall determine the net change in the Trust Fund (consisting of the net increase or decrease of the fair market value of assets in the Trust Fund, including net realized and unrealized gains and losses, income, dividends or interest received or any other relevant factors). Such net change shall then be allocated by the Trustee among the Accounts of all Participants and former Participants who have Accounts as of the applicable Valuation Date in proportion to the values of their respective Accounts as of the last preceding Valuation Date, all in accordance with Section 3.04 of the Plan.

     3.03 Accountings.

     At such times as are agreed upon between the Employer and the Trustee, the Trustee shall file with the Plan Administrator a written accounting setting forth a description of all property purchased and sold and all receipts, disbursements, and other transactions effected by it during such period. The Plan Administrator may approve such accounting by written notice of approval delivered to the Trustee or by failure to object in writing to the Trustee within sixty (60) days from the date upon which the account was delivered to the Plan Administrator (or the Employer). Upon receipt of written approval of the account, or upon the passage of said period of time without written objections having been delivered to the Trustee, such accounting shall be deemed to be approved, and the Trustee shall be released and discharged as to all items, matters and things set forth in such accounting as if such accounting had been settled and allowed by a decree of a court of competent jurisdiction.

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ARTICLE IV

PROVISIONS CONCERNING THE TRUSTEE

     4.01 Identity of Trustee.

     There shall at all times be one or more individuals or corporate Trustees hereunder as determined and appointed from time to time by the Employer who shall have all powers necessary for the performance of its duties.

     4.02 Resignation or Removal.

     Any Trustee may resign at any time by a written notice to the Employer. The Employer, through the action of its Board of Directors, shall have the power to remove a Trustee at any time by a written notice to such Trustee delivered at least 30 days prior to the effective date of such termination.

     4.03 Procedure for Successor.

     Upon the resignation or removal of the Trustee, the Employer shall appoint a successor trustee who shall have the same powers and duties as those conferred upon the Trustee hereunder. The appointment of a Trustee shall become effective upon his or its acceptance in writing addressed to the Employer. Upon such acceptance by any successor trustee, the resigning or removed Trustee shall assign, transfer and pay over to such successor trustee the funds and properties then constituting the Trust Fund.

     4.04 Indemnification.

     In the event that any dispute shall arise as to any act to be performed by the Trustee, the Trustee may postpone performance until adjudication of such dispute in a court of competent jurisdiction or until it shall have been indemnified against loss to its satisfaction. If and so long as the Trustee is an employee or a director of the Employer, the Employer shall hold harmless and defend the Trustee against any claim, action or liability asserted against it in connection with any action or failure to act regarding the Plan, except as, and to the extent that any such liability may be based upon the Trustee’s own willful misconduct. This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance.

     4.05 Protection of Trustee.

(a)   The Trustee shall be fully protected in relying upon any written communication of a designated officer or a designated agent of the Employer and in continuing to rely upon such written communication until a subsequent written communication is filed with the Trustee. The Trustee shall be fully protected in acting upon any instrument, written communication or paper believed by it to be genuine and to be signed by the proper person or persons, and the Trustee shall be under no duty to make any investigation or inquiry as to any statement contained in any such

IV-1

writing, but may accept the same as conclusive evidence of the truth and accuracy of the statements.

(b)

Neither the Trustee nor any other person shall be under any duty to question any direction received from a qualified investment manager appointed pursuant to Section 2.03, the Plan Administrator, Committee or the Board of Directors of the Employer, or to review any securities or other property, or to make any suggestions to the foregoing parties in connection therewith; and the Trustee shall as promptly as possible comply with any directions given by the foregoing parties. The Trustee shall not be liable in any manner and for any reason for the making or retention of any investment pursuant to such directions, nor shall the Trustee be liable for its failure to invest any or all of the trust assets in the absence of such written direction.

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ARTICLE V

AMENDMENT AND TERMINATION

     5.01 Duration and Termination.

     It is the intention of the Employer that this Trust and the Plan to which it relates shall be a permanent plan of benefits. However, the Trust may be terminated by the Employer if business conditions change and upon such termination the Trust shall be distributed by the Trustee as and when directed by the Plan Administrator, in accordance with the provisions of the Plan and this Trust Agreement. From and after the date of termination of the Trust, and until the final distribution of the Trust, the Trustee shall continue to have all the powers provided under this Trust Agreement necessary and expedient for the orderly liquidation and distribution of the Trust.

     5.02 Continuation of Plan.

     If the Plan is terminated or discontinued, the Employer may elect not to make immediate distribution of benefits but instead to continue the Trust as a vehicle to hold and administer the then fully vested Accounts of all Participants and Beneficiaries. In that event, the Trust shall be administered as though the related Plan were in full force and effect throughout the entire period of its existence. If the Trust is subsequently terminated pursuant to Section 5.01, the Trust Fund shall be distributed as directed by the Plan Administrator in accordance with the provisions of the Plan and this Trust Agreement.

     5.03 Amendment.

     The Employer shall have the right at any time and from time to time by an instrument in writing delivered to the Trustee, executed in the same manner as these presents are hereby executed, to alter, amend or modify this Trust Agreement in whole or in part, except that the duties and responsibilities of the Trustee shall not be increased without its written consent, provided, however, that no such amendment shall divert any part of the Trust Fund to purposes other than the exclusive benefit of the employees or former employees of the Employer or their beneficiaries at any time prior to the satisfaction of all liabilities with respect to such employees, former employees and their beneficiaries under the Plan and this Trust. Any such amendment shall become effective upon delivery of the written instrument of amendment to the Trustee and the endorsement of the Trustee of its receipt or of its consent thereto, if such consent is required. Subject to the foregoing, any amendment or amendments of the Plan or this Trust Agreement adopted by the Employer, required or suggested by the Internal Revenue Service to qualify the Plan under the applicable provisions of Section 401 of the Internal Revenue Code, shall, to the extent so required, be retroactively effective.

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ARTICLE VI

MISCELLANEOUS

     6.01 Interests in Fund.

     No Participant or Beneficiary shall have any interest in, or right to, any part of the earnings of the Trust Fund or any part of the assets thereof, except as to the extent expressly provided in the Plan. Except as otherwise provided in Title I of ERISA, all benefits under the Plan are payable only from the Trust Fund and no liability for the payment of benefits or as to the values of trust assets (including Employer stock) shall be imposed upon the Trustee, the Employer, or the officers, directors, shareholders, agents or employees of the Employer, and none of such persons guarantee any values of trust assets (including Employer stock) to anyone.

     6.02 Non-Alienation.

     The benefits under the Plan are intended for the personal security of the persons entitled to payments under the Plan, and are not subject to the claims of any creditor of any Participant or Beneficiary. No Participant or Beneficiary has the right to alienate or assign benefits under this Trust.

     6.03 Insurer Not a Party.

     No insurer shall be considered to be a party to this agreement, to have any responsibility for its validity, for any action taken by the Trustee as sole owner of the insurance contracts which may be held under the Trust, for accepting premium payments from the Trustee, or for making payment of any amounts in accordance with the directions of the Trustee. Any insurer shall be fully protected in assuming that the Trustee is as shown on the latest notification received by it.

     6.04 Controlling Law.

     This Trust shall be construed and enforced according to the internal laws of the State of Wisconsin, and of the United States of America, and all provisions hereof shall be administered according to, and its validity shall be determined under the laws thereof. This Trust may continue for such period of time as permitted under the laws of Wisconsin.

     6.05 Construction.

     The masculine gender, where appearing in the Trust, shall be deemed to include the feminine or common genders, unless the context clearly indicates to the contrary. The words “hereof”, “hereunder”, and other similar compounds of the word “here” shall mean and refer to the entire Trust, not to any particular provision or section. Where applicable, words in the singular shall include the plural, and vice versa. The headings and subheadings herein are used for convenience and reference only and are not to be used in construing the Trust or any provision thereof.

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     IN WITNESS WHEREOF, WAUWATOSA SAVINGS BANK and the Trustee have caused these presents to be executed on ___, 2005.

WAUWATOSA SAVINGS BANK

By:

President

Attest:

Secretary

TRUSTEE:

By:

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EX-10.2

Exhibit 10.2

WAUWATOSA SAVINGS BANK
SUPPLEMENTAL RETIREMENT BENEFIT PLAN

     THIS PLAN is established this 13^th day of July, 1999, by agreement between Wauwatosa Savings Bank, a Wisconsin-chartered savings bank (the “Bank”) and Donald J. Stephens (the “Executive”).

     WHEREAS, Executive is a valued employee who in his years of service with the Bank and in his capacity as President and Chief Executive Officer has contributed materially to the Bank’s profitability and success; and

     WHEREAS, the Bank wishes to establish this Supplemental Retirement Plan (hereinafter the “Plan”) to assure Executive’s continued availability to provide services to the Bank and to make available to Executive certain benefits upon retirement, death or disability in consideration of services to be performed from and after the date of this Plan.

     NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

     1. Definitions

          A. Administrative Committee — “Administrative Committee” shall mean the committee charged with administration and interpretation of the Plan pursuant to Section 4.

          B. Age — “Age” shall mean Executive’s age as of his last birthday.

          C. Change in Control — “Change in Control” shall mean any change in control with respect to the Bank that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”) or any successor thereto; provided that, without limitation, a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act and other than a holding company formed to acquire the stock of the Bank as a part of a conversion to the stock form of ownership) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the combined voting power of the Bank’s then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Bank cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or (iii) the Bank merges or consolidates with or reorganizes into any other corporation or corporations other than its affiliates or engages in any other similar business combination or reorganization, or (iv) the Bank sells, assigns or transfers all or substantially all of its business and assets, in one or a series of related transactions, except any such sales to affiliates.

          D. Disability — “Disability” shall mean, if Executive is covered under a disability insurance policy paid by the Bank, the definition of total disability contained in

such policy. If Executive is not insured under such a policy, Disability shall mean a mental or physical condition which renders Executive unable to perform the regular duties of his job, as determined by the Administrative Committee; provided that in the event of any disagreement between the Executive and the Administrative Committee, they shall select a mutually agreeable, qualified, independent physician to make such determination. Absent agreement, the determination shall be made by a physician recommended by the then president of the medical society for the county in which Executive resides. The costs of any necessary medical examination shall be borne by the Bank.

          E. Discharge for Cause — “Discharge for Cause” shall mean the termination of Executive’s employment with the Bank because of (i) Executive’s willful and continued failure to timely perform duties (other that any such failure resulting from incapacity due to physical or mental illness) and complete tasks assigned by the Board of Directors of the Bank after a demand for performance delivered by the Bank and specifically identifying the manner in which it is believed he has not performed; (ii) any willful act of misconduct by Executive which is materially injurious to the Bank, monetarily or otherwise; (iii) a criminal conviction of the Executive for any act involving the business and affairs of the Bank; (iv) a criminal conviction of Executive for commission of a felony; or (v) removal of Executive by a regulatory agency. For purposes of this definition, no act or failure to act on the Executive’s part will be considered “willful” unless done or omitted not in good faith and without reasonable belief that the act or omission was in the best interest of the Bank.

          F. Early Retirement Date — “Early Retirement Date” shall mean the first day of the month following the month in which Executive reaches age 62.

          G. Termination of Employment — “Termination of Employment” shall mean Executive’s ceasing to be employed by the Bank for any reason whatsoever, including by reason of death or Disability.

          H. Trustee — “Trustee” means the Trustee appointed under the Trust for Wauwatosa Savings Bank Supplemental Retirement Plan, created pursuant to Section 7 hereof.

     2. Eligibility

          Executive is eligible for the benefits provided herein, subject to and in accordance with the terms and conditions of this Plan, upon the execution hereof. Executive shall cease to participate in this Plan at Termination of Employment; provided that Executive’s employment shall not be deemed to have been terminated by reason of an approved leave of absence granted in accordance with uniform rules applied in a non-discriminatory manner and further provided that Executive shall not subsequently forfeit any benefit for which he was or would have become eligible as a result of service prior to such Termination of Employment.

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     3. Payment of Benefits

          3.1 Benefits After Attainment of Early Retirement Date

          Upon Executive’s Termination of Employment after attainment of Early Retirement Date and for any reason other than for Cause, the Bank shall pay to Executive, as compensation for services rendered prior to such date, the sum of $170,000 per year, payable in monthly installments of $14,166.67 each, commencing on the first day of the month coincident with or next following the date of Termination of Employment and continuing on the first day of each month thereafter for a period of 10 years, until 120 total monthly payments have been made to Executive or to Executive’s beneficiary as designated in accordance with Section 3.6.

          3.2 Termination of Employment Prior to Early Retirement Date

          (a) Voluntary Termination. In the event of a voluntary Termination of Employment by Executive prior to attainment of Early Retirement Date, the Bank shall pay to Executive, as compensation for services rendered prior to such date, the sum of $170,000 per year, reduced by 7.375% for each 12 month period (i.e. resulting in a benefit of $157,462.50 in the event of voluntary termination at age 61; $145,849.64 at age 60, etc., and; using a prorated reduction for any portion of a 12 month period) by which such Termination of Employment precedes Executive’s attainment of his Early Retirement Date. The monthly payment amount shall be determined by dividing the resulting annual payment by 12, with such payments to be made commencing on the first day of the month next following Executive’s attainment of his Early Retirement Date and continuing on the first day of each month thereafter for a period of 10 years, until 120 total monthly payments have been made to Executive or to Executive’s beneficiary as designated in accordance with Section 3.6. In the event of Executive’s death prior to attainment of his Early Retirement Date, Section 3.5(b) shall apply.

          (b) Involuntary Termination. In the event of a Termination of Employment of the Executive by the Bank prior to Executive’s attainment of his Early Retirement Date, the Bank shall pay Executive, as compensation for services rendered prior to such date, the sum of $170,000 per year, payable in monthly installments of $14,166.67 each, commencing on the first day of the month coincident with or next following the date of such Termination of Employment and continuing on the first day of each month thereafter for a period of 10 years, until 120 total monthly payments have been made to Executive or to Executive’s beneficiary as designated in accordance with Section 3.6. For purposes of this Section 3.2(b), any Termination of Employment occurring within 90 days of a change in Executive’s job title or responsibilities or a greater than 10% reduction in base compensation shall be deemed involuntary.

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          3.3 Termination of Employment For Cause

          Notwithstanding any other provision of this Agreement, in the event of Executive’s Discharge for Cause at any time, the Bank shall not be obligated to pay any benefit to the Executive or Executive’s beneficiaries hereunder and Executive shall have no further right to the receipt of any benefit hereunder.

          3.4 Benefits Upon Change in Control

          In the event of a Change in Control as defined in Section 1.C., Executive shall become vested in the full amount of the benefits as provided under Section 3.1. Executive and/or his beneficiary, if applicable, shall become eligible for receipt of benefits following a Change in Control as of the later of (i) the date on which Executive attains, or would have attained, Early Retirement Date, or (ii) the date of Executive’s Termination of Employment.

          3.5 Termination of Employment Upon Disability or Death

          (a) Disability. In the event of Executive’s Termination of Employment by reason of Disability, Executive shall become eligible, upon attainment of his Early Retirement Date, for the benefit set forth in Section 3.1. If Executive dies prior to attainment of his Early Retirement Date following a Termination Employment for Disability, Section 3.5(b) shall apply.

          (b) Death. In the event of Executive’s Termination of Employment by reason of death, or in the event of Executive’s death prior to the commencement of benefits and following any Termination of Employment that would have entitled him to receipt of a benefit under this Agreement at a later date or upon attainment of his Early Retirement Date, benefits hereunder shall commence as of the first day of the month following Executive’s death. The amount of such benefit shall be either (i) $170,000 per year, payable in monthly installments of $14,166.67 each, or (ii) in the event Executive is terminated under Section 3.2(a) such lesser amount as calculated thereunder. In either case, payments shall be made on the first day of each month for a period of 10 years, until 120 total monthly payments have been made to Executive’s beneficiary as designated in accordance with Section 3.6.

          3.6 Recipients of Payments: Designation of Beneficiary

          All payments under the Plan shall be made to the Executive, if living. In the event of Executive’s death prior to receipt of all benefit payments, subsequent payments under this Plan shall be to the beneficiary or beneficiaries of the Executive. Executive shall designate a beneficiary by filing a written notice of such designation with the Bank in the form attached. Executive may revoke or modify said designation at any time by a further written designation. Executive’s beneficiary designation shall be deemed automatically revoked in the event of the death of the beneficiary or, if the beneficiary is Executive’s spouse, in the event of dissolution of the marriage. If no designation shall be in effect at the

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time benefits become payable under this Plan, the beneficiary shall be the spouse of the Executive or if no spouse is then living, the legal representatives of Executive’s estate.

     4. Administration and Interpretation of this Plan

     An Administrative Committee of the then current Board of Directors of the Bank (exclusive of Executive) shall administer and interpret the Plan. The Administrative Committee may adopt such rules and regulations relating to this Plan as it deems necessary or advisable for the administration thereof.

     5. Claims Procedure

     The Executive or the Executive’s beneficiary (hereinafter “Claimant”) shall submit any claim for benefits to the Trustee. If the claim is denied all or a portion of an expected benefit under this Plan for any reason, he or she may file a claim with the Administrative Committee. The Administrative Committee shall notify the Claimant within 60 days of allowance or denial of the claim, unless the Claimant receives written notice from the Administrative Committee prior to the end of the 60 day period stating that special circumstances require an extension of the time for decision. Notice of the Administrative Committee’s decision shall be in writing, sent by mail to Claimant’s last known address and, if a denial of the claim, must contain the following information:

          a) the specific reasons for the denial;

          b) specific reference to provisions of the Plan on which the denial is based; and

          c) if applicable, a description of any additional information or material necessary to perfect the claim, an explanation of why such information or material is necessary, and an explanation of the claims review procedure.

     6. Review Procedure

          a) A Claimant is entitled to request a review of any denial of a claim by the Administrative Committee. The request for review must be submitted in writing within 60 days of mailing of notice of the denial. Absent a request for review within the 60-day period, the claim will be deemed to be conclusively denied. The Claimant or his representative shall be entitled to review all pertinent documents and to submit issues and comments orally and in writing.

          b) If the request for review by a Claimant concerns the interpretation and application of the provisions of the Plan and the Bank’s obligations, the review shall be conducted by a separate committee consisting of 3 persons designated or appointed by the Administrative Committee. The separate committee shall afford the Claimant a hearing and the opportunity to review all pertinent documents and submit issues and comments orally and

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in writing and shall render a review decision in writing, all within sixty (60) days after receipt of a request for a review, provided that, in special circumstances (such as the necessity of holding a hearing) the committee may extend the time for decision by not more than sixty (60) days upon written notice to the Claimant. The Claimant shall receive written notice of the separate committee’s review decision, together with specific reasons for the decision and reference to the pertinent provisions of the Plan.

     7. Life Insurance and Funding

     The Bank in its discretion may leave its obligations under the Plan unfunded or may seek to fund such obligations in any manner it deems reasonable, including applying for a policy or policies of insurance on the life of the Executive in such amounts and in such forms as the Bank may select. The Executive shall have no interest whatsoever in any such policy or policies, but at the request of the Bank shall submit to medical examinations and supply such information and execute such documents as may be required by any insurance company or companies to whom the Bank has made application.

     The rights of the Executive, or his beneficiary or estate, to benefits under the Plan shall be solely those of an unsecured creditor of the Bank. Any insurance policy or other assets acquired by or held by the Bank in connection with the liabilities assumed pursuant to this Plan may be held in trust for the benefit of the Executive, his beneficiary or estate, or as security for the performance of the obligations of the Bank; provided, however, that no such trust or other arrangement shall prevent any asset designated for funding as being anything other than a general, unpledged, and unrestricted asset of the Bank subject to the claims of its creditors.

     If this Plan is funded through insurance on the life of Executive, then in the event of Executive’s death during the first two (2) years after the effective date of such insurance, and if Executive’s death was a result of suicide or if Executive made any material misstatement or failed to make a material disclosure of information in any documentation which the Executive was requested to complete in connection with this Plan or the procurement of such insurance, no benefits under the terms of this Plan will be payable, unless and to the extent that the Board of Directors of Bank, in their absolute discretion, may otherwise determine.

     8. Noncompete

     Executive acknowledges that the development of personal contacts and relationships is an essential element of the Bank’s business, that the Bank has invested considerable time and money in his development of such contacts and relationships, that the Bank could suffer irreparable harm if he were to leave employment and solicit the business of Bank’s customers, and that it is reasonable to protect the Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 3.2(a), Executive shall not accept employment in Dodge, Jefferson, Milwaukee, Walworth, Washington, or Waukesha

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counties with any Significant Competitor of the Bank for a period of eighteen (18) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive’s employment or during the period of this covenant not to compete, (i) maintains a home, branch or other office in any of said counties, or (ii) has originated within any of said counties $10,000,000 or more in residential mortgage loans during any consecutive twelve (12) month period within the twenty-four (24) months prior to Executive’s termination and inclusive of the period covered by this covenant.

          Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Bank and are reasonably limited as to the scope of activities affected, their duration and geographic scope, and their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, Bank shall be entitled, in addition to its other legal remedies, (i) to enjoin the employment of Executive with any Significant Competitor for the period set forth herein, and (ii) to treat as forfeited any payment or payments that would have been made to Executive under this Agreement during any portion of the noncompetition period set forth herein during which Executive is employed by such Significant Competitor. If Executive violates this covenant and the Bank brings legal action for injunctive or other relief, the Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys’ fees, incurred in enforcing its rights hereunder.

     9. Assignment of Benefits

     Neither Executive nor any other beneficiary under the Plan shall have any right to assign benefits hereunder, and in the event of any attempted assignment or transfer, the Bank shall have no further liability hereunder.

     10. Employment Not Guaranteed

     Neither this Plan nor any action taken hereunder shall be construed as giving Executive the right to be retained as an employee of the Bank for any period.

     11. Taxes

     The Bank may deduct from all payments made hereunder all federal or state taxes which it believes are required by law to be withheld.

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     12. Bank Not an Advisor

     The Bank makes this Plan available to Executive without assuming any responsibility as an advisor or consultant relative to tax, Social Security, or other aspects of the Plan or of the tax effect of any payments provided hereunder.

     13. Amendment and Termination

     The Board of Directors may, at any time, amend or terminate this Plan, but may not reduce or modify any benefit in pay status to Executive or a beneficiary hereunder or any benefit that would become payable hereunder if Executive were to have died on the day prior to such action by the Board, except with the prior written consent of Executive.

     The Bank has established this Plan upon the assumption that certain existing tax laws will continue in effect in substantially their current form. In the event of any changes in Federal law relating to and allowing the tax-free accumulation of earnings within a life insurance policy, the income tax-free payment of proceeds from life insurance policies, or any other law which would result in a material adverse impact upon the Bank’s ability to perform its obligations under this Plan, the Bank shall have an option to modify the Plan subject to the protection afforded Executive in the preceding paragraph.

     14. Construction

     This Plan shall be construed according to the laws of the State of Wisconsin.

     15. Form of Communication

     Any election, application, claim, notice or other communication required or permitted to be made by Executive to the Bank shall be made in writing and in such form as the Bank shall prescribe. Such communication shall be effective upon mailing, if sent by first class mail, postage pre-paid, and addressed to the Bank’s Secretary at 7500 West State Street, Wauwatosa, Wisconsin, 53213.

     16. Captions

     The captions at the head of a section or a paragraph of this Plan are designed for convenience of reference only and are not to be resorted to for the purpose of interpreting any provision of this Plan.

     17. Severability

     The invalidity of any portion of this Plan shall not invalidate the remainder thereof, and said remainder shall continue in full force and effect.

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     18. Binding Effect

     This Plan shall be binding upon and shall inure to the benefit of the Bank and the Executive and each of their successors, heirs, personal representatives and permitted assigns. No sale of substantially all of the Bank’s assets shall be made without the buyer expressly assuming the obligation of this Plan. The Bank further agrees that it will not be a party to any merger, consolidation or reorganization unless and until its obligations hereunder are expressly assumed by the successor or successors.

     19. Liability

     Any and all liability created under this Plan to provide Executive with payments of deferred compensation shall be exclusively and solely that of the Bank and of any Trust created hereunder. No officer and/or director, past, present or future, of the Bank shall have any liability to Executive, or to any other person or entity, to provide or pay such supplemental compensation, such liability hereby being expressly and unconditionally denied.

     IN WITNESS WHEREOF, this Plan has been executed and agreed to by the parties as of the date first set forth above.

Wauwatosa Savings Bank
By:	/s/ Raymond J. Perry
Title: CHAIRMAN
Attest:
By:	/s/ Robert Temple
Title: Board Member
Executive
/s/ Donald J. Stephens
Donald J. Stephens, Executive

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EX-16.1

Exhibit 16.1

June 10, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read the disclosure related to the change in accountants required in Item 11 in the Registration Statement on Form S-1 dated June 10, 2005 of Wauwatosa Holdings, Inc. and are in agreement with the statements contained in the four paragraphs under the heading “Changes in Wauwatosa Savings’ Certifying Accountant”. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP  

EX-21.1

Exhibit 21.1

     The following table sets forth the name and jurisdiction of incorporation/charter of the Registrant’s subsidiaries, assuming completion of the reorganization transactions described in the Prospectus. Inactive subsidiaries are not listed. All of the subsidiaries are 100% owned except as noted.

	Jurisdiction of
Name of Subsidiary	Incorporation/Charter
Wauwatosa Savings Bank (1)	Wisconsin
Wauwatosa Investments, Inc. (2)	Nevada
Main Street Real Estate Holdings, LLC (2)	Wisconsin

(1)	Direct subsidiary of Wauwatosa Holdings, Inc.
(2)	Direct subsidiary of Wauwatosa Savings Bank.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Wauwatosa Savings Bank

We consent to the use of our report dated August 20, 2004, with respect to the consolidated statement of financial condition of Wauwatosa Savings Bank as of June 30, 2004 and the related consolidated statements of income, equity and cash flows for the year then ended included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Milwaukee, Wisconsin
June 9, 2005

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 8, 2003, with respect to the consolidated financial statements of Wauwatosa Savings Bank included in the Registration Statement (Form S-1 No. 333-00000) and related Prospectus of Wauwatosa Holdings, Inc. for the registration of up to 9,627,139 shares of its common stock.

/s/ Ernst & Young LLP 

Milwaukee, WI
June 10, 2005

EX-23.4

Exhibit 23.4

RP^® FINANCIAL, LC.

Financial Services Industry Consultants

June 9, 2005

Board of Directors
Wauwatosa Savings Bank
11200 West Plank Court
Wauwatosa, Wisconsin 53226

Members of the Board of Directors:

     We hereby consent to the use of our firm’s name in the Notice of Intent to Convert to Stock Form to be filed with the Federal Deposit Insurance Corporation, and any amendments thereto, for Wauwatosa Savings Bank. We also hereby consent to the inclusion of, summary of and references to our Appraisal Report and our letter concerning subscription rights in such filings, and the Registration Statement on Form S-1, and any amendments thereto, including the prospectus of Wauwatosa Holdings, Inc.

Sincerely,

/s/ RP FINANCIAL, LC.

RP^® FINANCIAL, LC.

Washington Headquarters
Rosslyn Center	Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210	Fax No.: (703) 528-1788
Arlington, VA 22209	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

EX-99.1

Exhibit 99.1

RP^® FINANCIAL, LC.

Financial Services Industry Consultants

February 10, 2005

Mr. Donald J. Stephens
Chairman, President and Chief Executive Officer
Wauwatosa Savings Bank
7500 West State Street
Wauwatosa, Wisconsin 53213

Dear Mr. Stephens:

     This letter sets forth the agreement between Wauwatosa Savings Bank, Wauwatosa, Wisconsin (the “Bank”), and RP^® Financial, LC. (“RP Financial”), whereby the Bank has engaged RP Financial to prepare the regulatory business plan and financial projections to be adopted by the Board of Directors in conjunction with the “Minority Stock Issuance” by a newly-chartered mid-tier stock holding company formed in conjunction with the mutual holding company reorganization (“Reorganization”) and Minority Stock Issuance. These services are described in greater detail below.

Description of Proposed Services

     RP Financial’s business planning services will include the following areas: (1) evaluating the Bank’s current financial and operating condition, business strategies and anticipated strategies in the future; (2) analyzing and quantifying the impact of business strategies, incorporating the use of net offering proceeds both in the short and long term; (3) preparing detailed financial projections on a quarterly basis for a period of at least three fiscal years to reflect the impact of Board approved business strategies and use of proceeds; (4) preparing the written business plan document which conforms with applicable regulatory guidelines including a description of the use of proceeds and how the convenience and needs of the community will be addressed; and (5) preparing the detailed schedules of the capitalization of the Bank and mutual holding company and related cash flows.

     Contents of the business plan will include: Executive Summary; Description of Business; Marketing Plan; Management Plan; Records, Systems and Controls; Financial Management Plan; Monitoring and Revising the Plan; and Alternative Business Strategy.

     RP Financial agrees to prepare the business plan and accompanying financial projections in writing such that the business plan can be filed with the appropriate regulatory agencies prior to filing the appropriate applications.

Washington Headquarters
Rosslyn Center	Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210	Fax No.: (703) 528-1788
Arlington, VA 22209	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: wpommerening@rpfinancial.com

Mr. Donald J. Stephens
February 10, 2005
Page 2

Fee Structure and Payment Schedule

     The Bank agrees to compensate RP Financial for preparation of the business plan on a fixed fee basis of $20,000. Payment of the professional fees shall be made upon delivery of the completed business plan.

     The Bank also agrees to reimburse RP Financial for those direct out-of-pocket expenses necessary and incidental to providing the business planning services. Reimbursable expenses will likely include shipping, telephone/facsimile printing, computer and data services, and shall be paid to RP Financial as incurred and billed. RP Financial will agree to limit reimbursable expenses in conjunction with the appraisal engagement, subject to written authorization from the Bank to exceed such level.

     In the event the Bank shall, for any reason, discontinue this planning engagement prior to delivery of the completed business plan and payment of the progress payment fee, the Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the fixed fee described above, plus reimbursable expenses incurred.

     If during the course of the planning engagement, unforeseen events occur so as to materially change the nature or the work content of the business planning services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events may include changes in regulatory requirements as it specifically relates to the Bank or potential transactions that will dramatically impact the Bank such as a pending acquisition or branch transaction.

* * * * * * * * * * *

     Please acknowledge your agreement to the foregoing by signing as indicated below and returning to RP Financial a signed copy of this letter.

Sincerely,
 

     /s/ William E. Pommerening  

William E. Pommerening 

Chief Executive Officer and
Managing Director 

Agreed To and Accepted By:		Donald J. Stephens	/s/ Donald J. Stephens
		Chairman, President and Chief Executive Officer
Date Executed:	April 18, 2005

EX-99.2

Exhibit 99.2

RP^® FINANCIAL, LC.

Financial Services Industry Consultants

February 10, 2005

Mr. Donald J. Stephens
Chairman, President and Chief Executive Officer
Wauwatosa Savings Bank
7500 West State Street
Wauwatosa, Wisconsin 53213

Dear Mr. Stephens:

     This letter sets forth the agreement between Wauwatosa Savings Bank, Wauwatosa, Wisconsin (the “Bank”), and RP^® Financial, LC. (“RP Financial”) for the independent appraisal services in connection with the “Minority Stock Issuance” by a newly-chartered mid-tier stock holding company formed in conjunction with the mutual holding company reorganization (“Reorganization”) and Minority Stock Issuance. The specific appraisal services to be rendered by RP Financial are described below.

Description of Conversion Appraisal Services

     Prior to preparing the valuation report, RP Financial will conduct a financial due diligence, including on-site interviews of senior management and reviews of financial and other documents and records, to gain insight into the Bank’s operations, financial condition, profitability, market area, risks and various internal and external factors which impact the pro forma value of the Bank.

     RP Financial will prepare a written detailed valuation report of the Bank that will be fully consistent with applicable regulatory guidelines and standard pro forma valuation practices. In this regard, the applicable regulatory guidelines are those set forth in the Office of Thrift Supervision’s (“OTS”) October 21, 1994 “Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization,” which have been endorsed by the Federal Deposit Insurance Corporation (“FDIC”) and various state banking agencies.

     The appraisal report will include an in-depth analysis of the Bank’s financial condition and operating results, as well as an assessment of the Bank’s interest rate risk, credit risk and liquidity risk. The appraisal report will describe the Bank’s business strategies, market area, prospects for the future and the intended use of proceeds both in the short term and over the longer term. A peer group analysis relative to publicly-traded savings institutions will be conducted for the purpose of determining appropriate valuation adjustments relative to the group.

Washington Headquarters
Rosslyn Center	Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210	Fax No.: (703) 528-1788
Arlington, VA 22209	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: wpommerening@rpfinancial.com

Mr. Donald J. Stephens
February 10, 2005
Page 2

     We will review pertinent sections of the applications and offering documents to obtain necessary data and information for the appraisal, including the impact of key deal elements on the appraised value, such as dividend policy, use of proceeds and reinvestment rate, tax rate, conversion expenses, characteristics of stock plans and charitable foundation contribution. The appraisal report will conclude with a midpoint pro forma market value that will establish the range of value, and reflect the Minority Stock Issuance size and offering price per share determined by the Bank’s Board of Directors. The appraisal report may be periodically updated prior to the commencement of the Minority Stock Issuance and the appraisal is required to be updated just prior to the closing of the Minority Stock Issuance.

     RP Financial agrees to deliver the valuation appraisal and subsequent updates, in writing, to the Bank at the above address in conjunction with the filing of the regulatory application. Subsequent updates will be filed promptly as certain events occur which would warrant the preparation and filing of such valuation updates. Further, RP Financial agrees to perform such other services as are necessary or required in connection with the regulatory review of the appraisal and respond to the regulatory comments, if any, regarding the valuation appraisal and subsequent updates.

Fee Structure and Payment Schedule

     The Bank agrees to pay RP Financial a fixed fee of $80,000 for preparation and delivery of the original appraisal report, plus reimbursable expenses, and $10,000 for each subsequent update prepared for the valuation. Payment of these fees shall be made according to the following schedule:

•   $10,000 upon execution of the letter of agreement engaging RP Financial’s appraisal services;

•   $70,000 upon delivery of the completed original appraisal report; and

•   $10,000 upon completion and delivery of each updated valuation.

     The Bank will reimburse RP Financial for out-of-pocket expenses incurred in preparation of the valuation. Such out-of-pocket expenses will likely include travel, printing, telephone, facsimile, shipping, computer and data services. RP Financial will agree to limit reimbursable expenses in connection with this appraisal engagement and the concurrent engagement for the preparation of a regulatory business plan (as described in the accompanying letter), subject to written authorization from the Bank to exceed such level.

     In the event the Bank shall, for any reason, discontinue the proposed Minority Stock Issuance prior to delivery of the completed documents set forth above and payment of the respective progress payment fees, the Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after giving full credit to the initial

Mr. Donald J. Stephens
February 10, 2005
Page 3

retainer fee. RP Financial’s standard billing rates range from $75 per hour for research associates to $300 per hour for managing directors.

     If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the transaction requires the preparation by RP Financial of a new appraisal or financial projections.

Representations and Warranties

     The Bank and RP Financial agree to the following:

       1. The Bank agrees to make available or to supply to RP Financial such information with respect to its business and financial condition as RP Financial may reasonably request in order to provide the aforesaid valuation. Such information heretofore or hereafter supplied or made available to RP Financial shall include: annual financial statements, periodic regulatory filings and material agreements, debt instruments, off balance sheet assets or liabilities, commitments and contingencies, unrealized gains or losses and corporate books and records. All information provided by the Bank to RP Financial shall remain strictly confidential (unless such information is otherwise made available to the public), and if the Reorganization and Minority Stock Issuance are not consummated or the services of RP Financial are terminated hereunder, RP Financial shall upon request promptly return to the Bank the original and any copies of such information.

       2. The Bank hereby represents and warrants to RP Financial that any information provided to RP Financial does not and will not, to the best of the Bank’s knowledge, at the times it is provided to RP Financial, contain any untrue statement of a material fact or fail to state a material fact necessary to make the statements therein not false or misleading in light of the circumstances under which they were made.

       3. (a) The Bank agrees that it will indemnify and hold harmless RP Financial, any affiliates of RP Financial, the respective directors, officers, agents and employees of RP Financial or their successors and assigns who act for or on behalf of RP Financial in connection with the services called for under this agreement (hereinafter referred to as “RP Financial”), from and against any and all losses, claims, damages and liabilities (including, but not limited to, all losses and expenses in connection with claims under the federal securities laws) attributable to (i) any untrue statement or alleged untrue statement of a material fact contained in the financial statements or other information furnished or otherwise provided by the Bank to RP Financial, either orally or in writing; (ii) the omission or alleged omission of a material fact from the financial statements or other information furnished or otherwise made available by the Bank to RP

Mr. Donald J. Stephens
February 10, 2005
Page 4

Financial; or (iii) any action or omission to act by the Bank, or the Bank’s respective officers, Directors, employees or agents which action or omission is willful or negligent. The Bank will be under no obligation to indemnify RP Financial hereunder if a court determines that RP Financial was negligent or acted in bad faith with respect to any actions or omissions of RP Financial related to a matter for which indemnification is sought hereunder. Any time devoted by employees of RP Financial to situations for which indemnification is provided hereunder, shall be an indemnifiable cost payable by the Bank at the normal hourly professional rate chargeable by such employee.

          (b) RP Financial shall give written notice to the Bank of such claim or facts within thirty days of the assertion of any claim or discovery of material facts upon which RP Financial intends to base a claim for indemnification hereunder. In the event the Bank elects, within ten business days of the receipt of the original notice thereof, to contest such claim by written notice to RP Financial, RP Financial will be entitled to be paid any amounts payable by the Bank hereunder within five days after the final determination of such contest either by written acknowledgement of the Bank or a final judgment (including all appeals therefrom) of a court of competent jurisdiction. If the Bank does not so elect, RP Financial shall be paid promptly and in any event within thirty days after receipt by the Bank of the notice of the claim.

          (c) The Bank shall pay for or reimburse the reasonable expenses, including attorneys’ fees, incurred by RP Financial in advance of the final disposition of any proceeding within thirty days of the receipt of such request if RP Financial furnishes the Bank: (1) a written statement of RP Financial’s good faith belief that it is entitled to indemnification hereunder; and (2) a written undertaking to repay the advance if it ultimately is determined in a final adjudication of such proceeding that it or he is not entitled to such indemnification. The Bank may assume the defense of any claim (as to which notice is given in accordance with 3(b)) with counsel reasonably satisfactory to RP Financial, and after notice from the Bank to RP Financial of its election to assume the defense thereof, the Bank will not be liable to RP Financial for any legal or other expenses subsequently incurred by RP Financial (other than reasonable costs of investigation and assistance in discovery and document production matters). Notwithstanding the foregoing, RP Financial shall have the right to employ their own counsel in any action or proceeding if RP Financial shall have concluded that a conflict of interest exists between the Bank and RP Financial which would materially impact the effective representation of RP Financial. In the event that RP Financial concludes that a conflict of interest exists, RP Financial shall have the right to select counsel reasonably satisfactory to the Bank which will represent RP Financial in any such action or proceeding and the Bank shall reimburse RP Financial for the reasonable legal fees and expenses of such counsel and other expenses reasonably incurred by RP Financial. In no event shall the Bank be liable for the fees and expenses of more than one counsel, separate from its own counsel, for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same allegations or circumstances. The Bank will not be liable under the foregoing indemnification provision in respect of any compromise or settlement of any action or proceeding made without its consent, which consent shall not be unreasonably withheld.

          (d) In the event the Bank does not pay any indemnified loss or make advance reimbursements of expenses in accordance with the terms of this agreement, RP Financial shall have all remedies available at law or in equity to enforce such obligation.

Mr. Donald J. Stephens
February 10, 2005
Page 5

     It is understood that, in connection with RP Financial’s above-mentioned engagement, RP Financial may also be engaged to act for the Bank in one or more additional capacities, and that the terms of the original engagement may be incorporated by reference in one or more separate agreements. The provisions of Paragraph 3 herein shall apply to the original engagement, any such additional engagement, any modification of the original engagement or such additional engagement and shall remain in full force and effect following the completion or termination of RP Financial’s engagement(s). This agreement constitutes the entire understanding of the Bank and RP Financial concerning the subject matter addressed herein, and such contract shall be governed and construed in accordance with the laws of the Commonwealth of Virginia. This agreement may not be modified, supplemented or amended except by written agreement executed by both parties.

     The Bank and RP Financial are not affiliated, and neither the Bank nor RP Financial has an economic interest in, or is held in common with, the other and has not derived a significant portion of its gross revenues, receipts or net income for any period from transactions with the other.

* * * * * * * * * * *

     Please acknowledge your agreement to the foregoing by signing as indicated below and returning to RP Financial a signed copy of this letter, together with the initial retainer fee of $5,000.

Sincerely,
 

     /s/ William E. Pommerening  

William E. Pommerening 

Chief Executive Officer and
     Managing Director 

Agreed To and Accepted By:	Donald J. Stephens	/s/ Donald J. Stephens
	Chairman, President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Wauwatosa Savings Bank
	Wauwatosa, Wisconsin
Date Executed:	May 23, 2005

EX-99.3

EXHIBIT 99.3

PRO FORMA VALUATION REPORT
MUTUAL HOLDING COMPANY
STOCK OFFERING

WAUWATOSA SAVINGS BANK
Wauwatosa, Wisconsin

Dated As Of:
May 20, 2005

Prepared By:

RP^® Financial, LC.
1700 North Moore Street
Suite 2210
Arlington, Virginia 22209

RP^®FINANCIAL, LC.

Financial Services Industry Consultants

May 20, 2005

Board of Directors

Wauwatosa Savings Bank

11200 West Plan Road

Wauwatosa, Wisconsin 53226

Members of the Board of Directors:

     At your request, we have completed and hereby provide an independent appraisal (“Appraisal”) of the estimated pro forma market value of the common stock which is to be offered in connection with the mutual-to-stock conversion transaction described below.

     This Appraisal is furnished pursuant to the conversion regulations promulgated by the Wisconsin Department of Financial Institutions (the “Department”), the Federal Deposit Insurance Corporation (“FDIC”) and the Federal Reserve Board (“FRB”). This Appraisal has been prepared in accordance with the written valuation guidelines promulgated by the Office of Thrift Supervision (“OTS”). Specifically, this Appraisal has been prepared in accordance with the “Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization” as set forth by the OTS, and applicable regulatory interpretations thereof. Such valuation guidelines are relied upon by the previously referenced agencies in evaluating conversion appraisals in the absence of such specific written valuation guidelines separately issued by the respective agencies.

Description of Plan of Reorganization and Stock Issuance Plan

     The Board of Directors of Wauwatosa Savings Bank (“Wauwatosa Savings” or the “Bank”) has adopted a plan of reorganization pursuant to which Wauwatosa Savings will reorganize into a mutual holding company structure. As part of the reorganization, Wauwatosa Savings will become a wholly-owned subsidiary of Wauwatosa Holdings, Inc. (“Wauwatosa Holdings” or the “Company”), a Wisconsin corporation, and Wauwatosa Holdings will issue a majority of its common stock to Lamplighter Financial, MHC (the “MHC”) a Wisconsin-chartered mutual holding company, and sell a minority of its common stock to the public. It is anticipated that the public shares will be offered in a subscription offering to the Bank’s Eligible Account Holders, Tax-Qualified Employee Plans including the employee stock ownership plan (the “ESOP”), Supplemental Eligible Account Holders, Other Members and Directors, Officers and Employees, as such terms are defined for purposes of applicable federal regulatory requirements governing mutual-to-stock conversions. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale in a community offering. In addition, the reorganization provides for a stock contribution to be made to the Waukesha County Community Foundation (the “Foundation”), which is a donor advised fund that the Bank is currently a participant in. The

Washington Headquarters
Rosslyn Center	Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210	Fax No.: (703) 528-1788
Arlington, VA 22209	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

Board of Directors

May 20, 2005

Page 2

The Foundation will be funded with stock equal to 5.5% of the stock sold in the public offering. The total shares offered for sale to the public and issued to the Foundation will constitute a minority of the Company’s stock (49.0% or less).

     The aggregate amount of stock sold by the Company cannot exceed the appraised value of the Bank. Immediately following the offering, the primary assets of the Company will be the capital stock of the Bank and the net offering proceeds remaining after contributing proceeds to the Bank in exchange for 100% of the capital stock of the Bank. The Company will contribute at least 50% of the net offering proceeds in exchange for the Bank’s capital stock. The remaining net offering proceeds, retained at the Company, will be used to fund a loan to the ESOP and as general working capital.

RP^® Financial, LC.

     RP^® Financial, LC. (“RP Financial”) is a financial consulting firm serving the financial services industry nationwide that, among other things, specializes in financial valuations and analyses of business enterprises and securities, including the pro forma valuation for savings institutions converting from mutual-to-stock form. The background and experience of RP Financial is detailed in Exhibit V-1. We believe that, except for the fee we will receive for our appraisal and assisting in the preparation of the post-conversion business plan, we are independent of the Bank and the other parties engaged by Wauwatosa Savings to assist in the corporate reorganization and stock issuance process.

Valuation Methodology

     In preparing our appraisal, we have reviewed the Bank’s, the Company’s and MHC’s regulatory applications, including the prospectus as filed with the FDIC and the Securities and Exchange Commission (“SEC”). We have conducted a financial analysis of the Bank that has included due diligence related discussions with Wauwatosa Savings’ management; KPMG LLP, the Bank’s independent auditor; Quarles & Brady LLP, Wauwatosa Savings’ conversion counsel; and Keefe, Bruyette & Woods, Inc., which has been retained as the financial and marketing advisor in connection with the Bank’s stock offering. All conclusions set forth in the Appraisal were reached independently from such discussions. In addition, where appropriate, we have considered information based on other available published sources that we believe are reliable. While we believe the information and data gathered from all these sources are reliable, we cannot guarantee the accuracy and completeness of such information.

     We have investigated the competitive environment within which Wauwatosa Savings operates and have assessed the Bank’s relative strengths and weaknesses. We have monitored all material regulatory and legislative actions affecting financial institutions generally and analyzed the potential impact of such developments on Wauwatosa Savings and the industry as a whole to the extent we were aware of such matters. We have analyzed the potential effects of the stock conversion on the Bank’s operating characteristics and financial performance as they relate to the

Board of Directors

May 20, 2005

Page 3

pro forma market value of Wauwatosa Holdings. We have reviewed the economy and demographic characteristics of the primary market area in which the Bank currently operates. We have compared Wauwatosa Savings’ financial performance and condition with publicly-traded thrift institutions evaluated and selected in accordance with the Valuation Guidelines, as well as all publicly-traded thrifts and thrift holding companies. We have reviewed conditions in the securities markets in general and the market for thrifts and thrift holding companies, and mutual holding company offerings.

     The Appraisal is based on Wauwatosa Savings’ representation that the information contained in the regulatory applications and additional information furnished to us by the Bank and its independent auditors, legal counsel, investment bankers and other authorized agents are truthful, accurate and complete. We did not independently verify the financial statements and other information provided by the Bank, or its independent auditors, legal counsel, investment bankers and other authorized agents nor did we independently value the assets or liabilities of the Bank. The valuation considers Wauwatosa Savings only as a going concern and should not be considered as an indication of the Bank’s liquidation value.

     Our appraised value is predicated on a continuation of the current operating environment for the Bank, the MHC and the Company and for all thrifts and their holding companies. Changes in the local and national economy, the federal and state legislative and regulatory environments for financial institutions and mutual holding companies, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability, and may materially impact the value of thrift stocks as a whole or the Bank’s value alone. It is our understanding that there are no current plans for pursuing a second-step conversion or for selling control of the Company or the Bank following the offering. To the extent that such factors can be foreseen, they have been factored into our analysis.

     The estimated pro forma market value is defined as the price at which the Company’s stock, immediately upon completion of the offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.

Valuation Conclusion

     It is our opinion that, as of May 20, 2005, the estimated aggregate pro forma market value of the shares to be issued immediately following the offering, both shares issued publicly as well as to the MHC, was $230,000,000 at the midpoint, equal to 23,000,000 shares issued at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $195,500,000 and a maximum value of $264,500,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 19,550,000 shares at the minimum of the valuation range and 26,450,000 total shares outstanding at the maximum of the valuation range. In the event that the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a

Board of Directors

May 20, 2005

Page 4

supermaximum value of $304,175,000 without a resolicitation. Based on the $10.00 per share offering price, the supermaximum value would result in total shares outstanding of 30,417,500. The Board of Directors has established a public offering range such that the public ownership of the Company will constitute a 30.0% ownership interest of the Company prior to the issuance of the shares to the Foundation. Accordingly, the offering range to the public of the minority stock will be $58,650,000 at the minimum, $69,000,000 at the midpoint, $79,350,000 at the maximum and $91,252,500 at the top of the super range. Based on the public offering range, and inclusive of the shares issued to the Foundation, the public ownership of the shares will represent 31.65% of the shares issued, with the MHC owning the majority of the shares.

Limiting Factors and Considerations

     Our valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock. Moreover, because such valuation is determined in accordance with applicable OTS regulatory guidelines and is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the conversion will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value thereof.

     The valuation prepared by RP Financial in accordance with applicable OTS regulatory guidelines was based on the financial condition and operations of Wauwatosa Savings as of March 31, 2005, the date of the financial data included in the prospectus.

     RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities. RP Financial maintains a policy which prohibits RP Financial, its principals or employees from purchasing stock of its financial institution clients.

     The valuation will be updated as provided for in the OTS conversion regulations and guidelines. These updates will consider, among other things, any developments or changes in the financial performance and condition of Wauwatosa Savings, management policies, and current conditions in the equity markets for thrift stocks, both existing issues and new issues. These updates may also consider changes in other external factors which impact value including, but not limited to: various changes in the federal and state legislative and regulatory environments for financial institutions, the stock market and the market for thrift stocks, and interest rates. Should any such new developments or changes be material, in our opinion, to the valuation of the shares, appropriate adjustments to the estimated pro forma market value will be

Board of Directors

May 20, 2005

Page 5

made. The reasons for any such adjustments will be explained in the update at the date of the release of the update.

Respectfully submitted,

RP^® FINANCIAL, LC.

William E. Pommerening

Chief Executive Officer and

Managing Director

Gregory E. Dunn

Senior Vice President

RP^® Financial, LC.

TABLE OF CONTENTS
WAUWATOSA SAVINGS BANK
Wauwatosa, Wisconsin

	PAGE
DESCRIPTION	NUMBER
CHAPTER ONE    OVERVIEW AND FINANCIAL ANALYSIS
Introduction	1.1
Plan of Reorganization and Stock Issuance Plan	1.1
Strategic Overview	1.2
Balance Sheet Trends	1.5
Income and Expense Trends	1.9
Interest Rate Risk Management	1.13
Lending Activities and Strategy	1.14
Asset Quality	1.17
Funding Composition and Strategy	1.17
Subsidiaries	1.19
Legal Proceedings	1.19
CHAPTER TWO    MARKET AREA
Introduction	2.1
National Economic Factors	2.1
Market Area Demographics	2.6
Regional Economy	2.8
Deposit Trends	2.10
Competition	2.12
CHAPTER THREE    PEER GROUP ANALYSIS
Peer Group Selection	3.1
Basis of Comparison	3.2
Wauwatosa Savings’ Peer Group	3.3
Financial Condition	3.6
Income and Expense Components	3.9
Loan Composition	3.13
Interest Rate Risk	3.15
Credit Risk	3.15
Summary	3.17

RP^® Financial, LC.

TABLE OF CONTENTS
WAUWATOSA SAVINGS BANK
Wauwatosa, Wisconsin
(continued)

	PAGE
DESCRIPTION	NUMBER
CHAPTER FOUR      VALUATION ANALYSIS
Introduction	4.1
Appraisal Guidelines	4.1
RP Financial Approach to the Valuation	4.2
Valuation Analysis	4.3
1. Financial Condition	4.3
2. Profitability, Growth and Viability of Earnings	4.5
3. Asset Growth	4.7
4. Primary Market Area	4.7
5. Dividends	4.8
6. Liquidity of the Shares	4.9
7. Marketing of the Issue	4.10
A. The Public Market	4.10
B. The New Issue Market	4.15
C. The Acquisition Market	4.16
8. Management	4.19
9. Effect of Government Regulation and Regulatory Reform	4.20
Summary of Adjustments	4.20
Basis of Valuation – Fully-Converted Pricing Ratios	4.20
Valuation Approaches: Fully-Converted Basis	4.22
1. Price-to-Earnings (“P/E”)	4.24
2. Price-to-Book (“P/B”)	4.27
3. Price-to-Assets (“P/A”)	4.27
Comparison to Recent Offerings	4.29
Valuation Conclusion	4.29

RP^® Financial, LC.

LIST OF TABLES
WAUWATOSA SAVINGS BANK
Wauwatosa, Wisconsin

TABLE
NUMBER	DESCRIPTION	PAGE
1.1	Historical Balance Sheets	1.6
1.2	Historical Income Statements	1.10
2.1	Summary Demographic Data	2.7
2.2	Primary Market Area Employment Sectors	2.9
2.3	Unemployment Data	2.10
2.4	Deposit Summary	2.11
2.5	Market Area Deposit Competitors	2.12
3.1	Peer Group of Publicly-Traded Thrifts	3.4
3.2	Balance Sheet Composition and Growth Rates	3.7
3.3	Income as a Percent of Average Assets and Yields, Costs, Spreads	3.10
3.4	Loan Portfolio Composition and Related Information	3.14
3.5	Interest Rate Risk Measures and Net Interest Income Volatility	3.16
3.6	Credit Risk Measures and Related Information	3.18
4.1	Market Area Unemployment Rates	4.8
4.2	Recent Conversion Pricing Characteristics	4.17
4.3	Market Pricing Recent Conversions	4.18
4.4	Calculation of Implied Per Share Data	4.23
4.5	MHC Institutions – Implied Pricing Ratios, Full Conversion Basis	4.26
4.6	Pricing Table: MHC Public Market Pricing	4.28

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I. OVERVIEW AND FINANCIAL ANALYSIS

Introduction

     Wauwatosa Savings Bank (“Wauwatosa Savings” or the “Bank”), chartered in 1921, is a Wisconsin-chartered savings bank headquartered in Wauwatosa, Wisconsin. The Bank serves the Milwaukee metropolitan area through five stand-alone branch locations, a branch located in a grocery store and a drive-thru only facility. The Bank’s branch offices are located in the southern and western suburbs of the Milwaukee metropolitan area in the counties of Milwaukee and Waukesha. A map of the Bank’s branch office locations is provided in Exhibit I-1. Wauwatosa Savings is a member of the Federal Home Loan Bank (“FHLB”) system, and its deposits are insured up to the regulatory maximums by the Savings Association Insurance Fund (“SAIF”) of the Federal Deposit Insurance Corporation (“FDIC”). At March 31, 2005, Wauwatosa Savings had $1.3 billion in assets, $1.1 billion in deposits and total equity of $130.1 million equal to 9.7% of total assets. Wauwatosa Savings’ audited financial statements are included by reference as Exhibit I-2.

Plan of Reorganization and Stock Issuance Plan

     On May 17, 2005, the Board of Directors of the Bank adopted a plan to reorganize from the mutual form of organization to the mutual holding company form of organization. As part of the reorganization, Wauwatosa Savings will become a wholly-owned subsidiary of Wauwatosa Holdings, Inc. (“Wauwatosa Holdings” or the “Company”), a Wisconsin corporation, and Wauwatosa Holdings will issue a majority of its common stock to Lamplighter Financial, MHC (the “MHC”) a Wisconsin-chartered mutual holding company, and sell a minority of its common stock to the public. Concurrent with the reorganization, the Company will retain up to 50% of the net stock proceeds. Immediately after consummation of the reorganization, it is not anticipated that the MHC or the Company will engage in any business activity other than ownership of their respective subsidiaries and investment of stock proceeds that are retained by the Company.

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     The MHC will own a controlling interest in the Company of at least 51%, and the Company will be the sole subsidiary of the MHC. The Company will own 100% of the Bank’s outstanding stock, which will continue to operate as a Wisconsin-chartered savings bank. The Company’s initial activities will be ownership of its subsidiary, Wauwatosa Savings, investment of the net cash proceeds retained at the holding company level (initially in short-term investment securities) and extending a loan to the Bank’s newly-formed employee stock ownership plan (“ESOP”). Subsequent activities of the Company may include payment of regular or special dividends, acquisitions of other financial institutions, acquisitions of other financial service providers, investment in real estate development joint ventures and/or stock repurchases.

     The plan of reorganization provides for a stock contribution to be made to the Waukesha County Community Foundation (the “Foundation”), which is a donor advised fund that supports charitable causes throughout the Milwaukee metropolitan area. The Foundation will be funded with common stock contributed by the Company in an amount equal to 5.5% of the gross proceeds of shares sold in the offering. The Foundation is dedicated to the promotion of charitable purposes, including among other things education, community and economic development activities, cultural efforts, not-for-profit groups and other charitable purposes within the communities served by the Bank.

Strategic Overview

     Wauwatosa Savings maintains a local community banking emphasis, with a primary strategic objective of meeting the borrowing and savings needs of its local customer base. Historically, Wauwatosa Savings’ operating strategy has been fairly reflective of a traditional thrift operating strategy in which 1-4 family residential mortgage loans and retail deposits have constituted the principal components of the Bank’s assets and liabilities, respectively. Beyond 1-4 family permanent mortgage loans, lending diversification by the Bank has emphasized multi-family, commercial real estate and land development loans. The Bank is also active in the origination of construction loans, while diversification into non-mortgage types of lending has been very limited. Pursuant to the Bank’s business plan, Wauwatosa Savings will continue to emphasize 1-4 family lending and will emphasize growth of multi-family loans as the primary area of lending diversification. Multi-family loan growth is expected to be supported by the

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Bank’s ongoing development of lending relationships with borrowers that invest in multi-family properties.

     Investments serve as a supplement to the Bank’s lending activities and the investment portfolio is considered to be indicative of a low risk investment philosophy. The investment portfolio is comprised primarily of mortgage-backed securities, with the balance of the portfolio consisting of U.S. Government and agency obligations, municipal bonds and FHLB stock.

     Retail deposits have consistently served as the primary interest-bearing funding source for the Bank. The deposit base is highly concentrated in time deposits, which includes some brokered certificate of deposits (“CDs”). Growth of transaction accounts and, in particular, growth of checking account deposits has been targeted as an area of emphasis in the Bank’s business plan. The Bank utilizes borrowings as a supplemental funding source to facilitate management of funding costs and interest rate risk. FHLB advances constitute the Bank’s primary source of borrowings, which consist of a mix of short-term advances and fixed rate advances with terms of more than one year.

     Wauwatosa Savings’ earnings base is largely dependent upon net interest income and operating expense levels, as income derived through non-interest sources is a very modest contributor to the Bank’s earnings. Non-interest operating income has been limited by the lack of diversification into fee-oriented products and services, a small checking account base and the retention of all loans originated. While the Bank’s implementation of a traditional thrift operating strategy has limited non-interest operating income, the lack of diversification has also facilitated maintenance of relatively low levels of operating expenses.

     The post-offering business plan of the Bank is expected to continue to focus on products and services which have facilitated Wauwatosa Savings’ recent growth. Specifically, Wauwatosa Savings will continue to be an independent community-oriented financial institution with a commitment to local real estate financing with operations funded by retail deposits, borrowings, equity capital and internal cash flows. In addition, the Bank will emphasize pursuing further diversification into multi-family loans, as well as expansion and diversification of other products and services particularly with respect to growth of the checking account deposit base.

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     The Bank’s Board of Directors has elected to complete a public stock offering to improve the competitive position of Wauwatosa Savings. The capital realized from the minority stock offering will increase the operating flexibility and overall financial strength of Wauwatosa Savings. The additional capital realized from stock proceeds will increase liquidity to support funding of future loan growth and other interest-earning assets. Wauwatosa Savings’ higher capital position resulting from the infusion of stock proceeds will also serve to reduce interest rate risk, particularly through enhancing the Bank’s interest-earning-assets-to-interest-bearing-liabilities (“IEA/IBL”) ratio. The additional funds realized from the stock offering will provide an alternative funding source to deposits and borrowings in meeting the Bank’s future funding needs, which may facilitate a reduction in Wauwatosa Savings’ funding costs. Additionally, Wauwatosa Savings’ higher equity-to-assets ratio will also better position the Bank to take advantage of expansion opportunities as they arise. Such expansion would most likely occur through the establishment or acquisition of additional banking offices or customer facilities that would provide for further penetration in the markets currently served by the Bank or nearby surrounding markets. The Bank will also be bettered position to pursue growth through acquisition of other financial service providers following the stock offering, given its strengthened capital position. At this time, the Bank has no specific plans for expansion other than through establishing additional branches. The projected uses of proceeds are highlighted below.

•   MHC. The Bank intends to capitalize the MHC with $100,000 of cash. The primary activity of the MHC will be ownership of the majority interest in the Company. The MHC funds will be held in low risk liquid instruments.

•   Wauwatosa Holdings, Inc. The Company is expected to retain up to 50% of the net offering proceeds. At present, funds at the Company level, net of the loan to the ESOP, are expected to be primarily invested initially into short-term investment grade securities. Over time, the funds may be utilized for various corporate purposes, possibly including acquisitions, infusing additional equity into the Bank, investment in real estate development joint ventures, repurchases of common stock, and the payment of regular and/or special cash dividends.

•   Wauwatosa Savings. Approximately 50% of the net stock proceeds will be infused into the Bank in exchange for all of the Bank’s newly issued stock. Cash proceeds (i.e., net proceeds less deposits withdrawn to fund stock purchases) infused into the Bank are anticipated to become part of general operating funds, and are expected to be primarily utilized to fund loan growth.

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     Overall, it is the Bank’s objective to pursue growth that will serve to increase returns, while, at the same time, growth will not be pursued that could potentially compromise the overall risk associated with Wauwatosa Savings’ operations.

Balance Sheet Trends

     Table 1.1 shows the Bank’s historical balance sheet data for the past five and three-quarter fiscal years. From June 30, 2000 through March 31, 2005, Wauwatosa Savings’ assets increased at an 8.9% annual rate. Asset growth was largely the result of loan growth and loans constitute the major portion of the Bank’s interest-earning asset composition. Asset growth has been funded with a combination of deposits and borrowings, as well as retained earnings. A summary of Wauwatosa Savings’ key operating ratios for the past five and three-quarter fiscal years are presented in Exhibit I-3.

     Wauwatosa Savings’ loans receivable portfolio increased at an 8.2% annual rate from fiscal year end 2000 through March 31, 2005, with the portfolio exhibiting positive growth throughout the period. The Bank’s slightly lower loan growth rate compared to its asset growth rate provided for a decrease in the loans-to-assets ratio from 89.9% at fiscal year end 2000 to 87.2% at March 31, 2005. Wauwatosa Savings’ historical emphasis on 1-4 family lending is reflected in its loan portfolio composition, as 53.6% of total loans receivable consisted of 1-4 family loans (inclusive of home equity loans and home equity lines of credit) at March 31, 2005. Trends in the Bank’s loan portfolio composition over the past five and three-quarter fiscal years show that the concentration of 1-4 loans comprising total loans decreased from a high of 62.4% at fiscal year end 2000 to a low of 53.6% at March 31, 2005. The decline in the ratio of 1-4 family loans comprising total loans was the result of other types of loans growing at a faster rate than 1-4 family loans, particularly with respect to growth experienced in multi-family loans. The Bank’s development of a lending niche in multi-family loans is evidenced by the growing concentration of such loans, with the level of multi-family loans comprising total loans receivable increasing from 27.0% at fiscal year end 2000 to 31.2% at March 31, 2005. Multi-family loans have been the primary source of the Bank’s commercial real estate and multi-family loan growth. Construction and land loans represent another area of significant lending diversification for the Bank, fluctuating from a low of 7.3% of total loans at fiscal year end 2001

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to a high of 11.7% of total loans at March 31, 2005. The balance of the mortgage loan portfolio consists of commercial real estate loans, which ranged from a low of 3.1% of total loans at fiscal year end 2000 to a high of 4.5% of total loans at fiscal year end 2003 and equaled 3.5% of total loans at March 31, 2005. Except for home equity loans and home equity lines of credit, which are included in the 1-4 family loan balance, the Bank’s consumer lending activities have been minimal and at March 31, 2005 consumer loans comprised only 0.01% of total loans outstanding.

The intent of the Bank’s investment policy is to provide adequate liquidity and to generate a favorable return within the context of supporting Wauwatosa Savings’ overall credit and interest rate risk objectives. It is anticipated that proceeds retained at the holding company level will primarily be initially invested into investments with short-term maturities. Over the past five and three-quarter fiscal years, the Bank’s level of cash and investment securities (inclusive of FHLB stock) has ranged from a low of 7.8% of assets at fiscal year end 2001 to a high of 11.6% of assets at fiscal year end 2003. As of March 31, 2005, cash and investments maintained by the Bank equaled 8.8% of assets. Mortgage-backed securities comprise the most significant component of the Bank’s investment portfolio, consisting of a mixture of fixed rate and adjustable rate securities, all of which are guaranteed or insured by Government Sponsored Enterprises (“GSEs”). At March 31, 2005, the mortgage-backed securities portfolio totaled $55.7 million, consisting of $6.0 million of pass-through securities and $49.8 million of collateralized mortgage obligations (“CMOs”). The mortgage-backed securities portfolio is maintained as available for sale and at March 31, 2005 the portfolio reflected a net gross unrealized loss of $1.7 million.

Beyond the Bank’s investment in mortgage-backed securities, the only other investments held by Wauwatosa Savings at March 31, 2005 consisted of U.S. Government and agency securities ($27.2 million), municipal bonds ($4.4 million) and FHLB stock ($13.9 million). This investment portfolio is maintained as available for sale and reflected a net gross unrealized loss of $123,000 at March 31, 2005. The Bank also maintained cash and cash equivalents of $17.6 million at March 31, 2005, which equaled 1.3% of assets. Exhibit I-4 provides historical detail of the Bank’s investment portfolio.

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     The Bank also maintains an investment in bank-owned life insurance (“BOLI”) policies, which cover the lives of substantially all of the Bank’s employees. The life insurance policies earn tax-exempt income through cash value accumulation and death proceeds. As of March 31, 2005, the cash surrender value of the Bank’s BOLI equaled $21.7 million.

     Over the past five and three-quarter fiscal years, Wauwatosa Savings’ funding needs have been substantially met through retail deposits, internal cash flows, borrowings and retained earnings. From fiscal year end 2000 through March 31, 2005, the Bank’s deposits increased at an annual rate of 7.0%. Positive deposit growth was sustained throughout the period covered in Table 1.1, but the level of deposits funding assets declined reflecting increased utilized of borrowings by the Bank. Accordingly, deposits as a percent of assets declined from 87.9% at fiscal year end 2000 to 80.8% at March 31, 2005. Time deposits have consistently accounted for the major portion of the Bank’s deposit composition and equaled 89.6% of total deposits at March 31, 2005.

     Borrowings serve as an alternative funding source for the Bank to address funding needs for growth and to support management of deposit costs and interest rate risk. Borrowings have become a more prominent funding source for the Bank during the past five and three-quarter years, as the Bank did not hold any borrowings at fiscal year ends 2000 and 2001. Comparatively, borrowings equaled 7.9% of assets at March 31, 2005. The Bank’s use of borrowings has generally been limited to FHLB advances and federal funds purchased. The Bank held $106.2 million of borrowings at March 31, 2005, which consisted entirely of FHLB advances.

     Since fiscal year end 2000, retention of earnings and the adjustment for the net unrealized loss or gain on available for sale securities translated into an annual capital growth rate of 8.8% for the Bank. Capital growth essentially matched the Bank’s asset growth, as Wauwatosa Savings’ equity-to-assets ratio equaled 9.7% at fiscal year end 2000 and at March 31, 2005. All of the Bank’s capital is tangible capital, and the Bank maintained capital surpluses relative to all of its regulatory capital requirements at March 31, 2005. The addition of stock proceeds will serve to strengthen Wauwatosa Savings’ capital position and competitive posture within its primary market area, as well as possibly support expansion into other nearby markets if favorable growth opportunities are presented. At the same time, as the result of the Bank’s

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relatively high pro forma capital position, Wauwatosa Savings’ ROE can be expected to initially be below industry averages following its stock offering.

Income and Expense Trends

     Table 1.2 shows the Bank’s historical income statements for the past five fiscal years and for the twelve months ended March 31, 2005. The Bank reported positive earnings over the past five and three-quarter fiscal years, ranging from a low of 0.54% of average assets during fiscal 2001 to a high of 1.08% of average assets during fiscal 2002. For the twelve months ended March 31, 2005, the Bank reported earnings of $9.2 million equal to 0.72% of average assets. Net interest income and operating expenses represent the primary components of Wauwatosa Savings’ core earnings. Non-interest operating income derived from retail banking activities has been a very limited contributor to earnings. The amount of loan loss provisions established over the past five and three-quarter fiscal years has varied, but in general loan loss provisions have not been a significant factor in the Bank’s earnings. Gains realized from the sale of investments and other assets typically have not been a significant factor in the Bank’s earnings, with the largest gains being recorded during the most recent twelve month period. Offsetting the higher gains booked for the twelve months ended March 31, 2005 was a tax expense adjustment of $1.8 million, which was an accrued liability related to an ongoing dispute with the Wisconsin Department of Revenue.

     Over the past five and three-quarter years, the Bank’s net interest income to average assets ratio ranged from a low of 1.92% during fiscal 2001 to a high of 2.93% for the twelve months ended March 31, 2005. The large increase realized in the Bank’s net interest income ratio from fiscal 2001 to fiscal 2003 (1.92% to 2.91%) was facilitated by a widening of the yield-cost spread, which resulted from the more immediate impact that the decline in short-term interest rates has had on the Bank’s funding costs relative to asset yields. Accordingly, the Bank’s net interest spread increased from 1.41% in 2001 to 2.83% in fiscal 2003. Comparatively, the Bank experienced a decline in the net interest income ratio during fiscal 2004, reflecting some compression experienced in the net interest margin from accelerated repayments in the loan and MBS portfolios due to borrowers refinancing into lower rate loans and the impact of a flatter yield curve on a balance sheet that is liability sensitive in the short-

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term. The improvement in the net interest income ratio for the most recent twelve month period was supported by an increase in the interest income ratio realized from an increase in the concentration of loans comprising total assets and a higher overall yield earned on interest-earning assets. The Bank’s historical net interest rate spreads and yields and costs are set forth in Exhibits I-3 and I-5.

     Consistent with the Company’s adherence to a traditional thrift strategy and resultant limited diversification, sources of non-interest operating income have been a fairly minor contributor to earnings. Throughout the period shown in Table 1.2, sources of non-interest operating income have been maintained at a relatively stable level, ranging from a low of 0.15% of average assets during fiscal years 2000 and 2001 to a high of 0.27% of average assets during fiscal year 2003. For the twelve months ended March 31, 2005, non-interest operating income equaled 0.22% of average assets. Sources of non-interest operating income consist substantially of fees and service charges generated from the Bank’s retail banking activities, the increase in cash surrender value of life insurance and miscellaneous other income. Fees and charges generated from the deposit base are limited by the low concentration of deposits that are maintained in checking accounts. Furthermore, since the Bank is a portfolio lender, it does not earn secondary marketing or servicing income.

     Operating expenses represent the other major component of the Bank’s earnings, ranging from a low of 1.18% of average assets during fiscal 2001 to a high of 1.79% of average assets during the twelve months ended March 31, 2005. The increase in the operating expense ratio has been largely due to higher compensation costs related to an increase in staffing levels to support and manage the Bank’s growth, annual increases in salary for existing employees and increases in pension benefit expenses. In general, the Bank’s maintenance of a relatively low operating expense ratio has been facilitated by implementation of a relatively undiversified operating strategy, maintenance of a high concentration of deposits in low servicing cost time deposits and the absence of off-balance sheet activities that require additional staffing needs such as maintaining a portfolio of loans serviced for others. Upward pressure will be placed on the Bank’s operating expense ratio following the stock offering, due to expenses associated with operating as a publicly-traded company, including expenses related to the stock benefit plans. At

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the same time, the increase in capital realized from the stock offering will increase the Bank’s capacity to leverage operating expenses through pursuing a more aggressive growth strategy.

     Overall, the general trends in the Bank’s net interest margin and operating expense ratio since fiscal 2000 reflect a slight decline in the Bank’s core earnings, as indicated by the Bank’s expense coverage ratio (net interest income divided by operating expenses). Wauwatosa Savings’ expense coverage ratio equaled 1.71 times in fiscal 2000, versus a comparable ratio of 1.64 times for the twelve months ended March 31, 2005. The slight decline in the expense coverage ratio was the result of an increase in the operating expense ratio, which was largely negated by an increase in the net interest income ratio. Similarly, Wauwatosa Savings’ efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of net interest income and other operating income) of 54.9% in fiscal 2000 was slightly more favorable than the 56.8% efficiency ratio maintained for the twelve months ended March 31, 2005.

     Over the past five and three-quarter years, loan loss provisions established by the Bank ranged from a low of 0.05% of average assets during fiscal 2003 to a high of 0.13% of average assets during fiscal 2000 and 2002. For the twelve months ended March 31, 2005, loan loss provisions established by the Bank equaled $1.450 million or 0.11% of average assets. As of March 31, 2005, the Bank maintained valuation allowances of $4.5 million, equal to 0.38% of net loans receivable and 35.7% of non-performing loans. Exhibit I-6 sets forth the Bank’s loan loss allowance activity during the past five and three-quarter fiscal years.

     Non-operating income and expenses typically have not been a material factor in the Bank’s earnings. Non-operating income has been substantially limited by the Bank’s general philosophy of retaining all loans originated for investment. Loan sales gains recorded in fiscal 2000 and 2001 were realized from the sale of loan participations. Gains had a comparatively larger impact on the Bank’s earnings during the twelve months ended March 31, 2005, amounting to $549,000 or 0.04% of average assets. Most of the gains recorded during the most recent twelve month period resulted from a $488,000 net gain on the sale of land and a building. The gains that have been recorded by the Bank during the past five and three-quarter fiscal years are not considered to be part of the Bank’s recurring earnings base.

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     The Bank’s effective tax rate ranged from a low of 29.05% in fiscal 2000 to a high of 44.26% for the twelve months ended March 31, 2005. The higher effective tax rate for the most recent twelve month period was primarily due to an accrued liability reserve of $1.8 million that was recorded during the period in connection with an ongoing dispute with the Wisconsin Department of Revenue. As set forth in the prospectus, the Bank’s marginal effective statutory tax rate approximates 36.50%.

Interest Rate Risk Management

     The Bank’s balance sheet is liability-sensitive in the short-term (less than one year) and, thus, the net interest margin will typically be adversely affected during periods of rising and higher interest rates, as well as during periods when the yield curve becomes flatter due to short-term interest rates rising faster than long-term interest rates. An income simulation analysis is performed at least quarterly to monitor and review the Bank’s interest rate risk exposure. Based on balance sheet data as of March 31, 2005, a 2.0% instantaneous and sustained increase in interest rates would result in a 7.54% decrease in the Bank’s net interest income over twelve months (see Exhibit I-7), which is within targeted limits set forth in the Bank’s Asset/Liability policy.

     The Bank pursues a number of strategies to manage interest rate risk, particularly with respect to seeking to limit the repricing mismatch between interest rate sensitive assets and liabilities. The Bank manages interest rate risk from the asset side of the balance sheet through emphasizing origination of 1-4 family loans with initial three- or five-years fixed rate lock periods and then are subject to repricing at the option of the Bank, emphasizing origination of commercial real estate and multi-family with three- to five-year balloon provisions and investing in securities with short-terms or floating rates. As of March 31, 2005, of the Bank’s total loans due after March 31, 2006, variable rate loans comprised 68.0% of those loans (see Exhibit I-8). On the liability side of the balance sheet, management of interest rate risk has been pursued through utilizing fixed rate FHLB advances with terms of more than one year and through offering attractive rates on certain longer term CDs for purposes of reducing the interest rate sensitivity of the deposit base. Pursuant to the Bank’s business plan, an emphasis is also being

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placed on increasing the concentration of less interest rate sensitive transaction accounts that comprise total deposits through growth of checking account deposits.

     The infusion of stock proceeds will serve to further limit the Bank’s interest rate risk exposure, as most of the net proceeds will be redeployed into interest-earning assets and the increase in the Bank’s capital will lessen the proportion of interest rate sensitive liabilities funding assets.

Lending Activities and Strategy

     Wauwatosa Savings’ lending activities have traditionally emphasized 1-4 family permanent mortgage loans and such loans continue to comprise the largest component of the Bank’s loan portfolio. Beyond 1-4 family loans, lending diversification by the Bank has emphasized multi-family, commercial real estate and land development loans. The Bank is also active in the origination of construction loans, while diversification into non-mortgage types of lending has been very limited. Going forward, the Bank’s lending strategy is to emphasize growth of multi-family loans relative to the other lending areas, as the Bank has been building a lending niche with borrowers that invest in multi-family properties. However, the origination of 1-4 family permanent mortgage loans is expected to remain as the largest source of originations for the Bank. Exhibit I-9 provides historical detail of Wauwatosa Savings’ loan portfolio composition over the past five and three-quarter fiscal years and Exhibit I-10 provides the contractual maturity of the Bank’s loan portfolio by loan type as of March 31, 2005.

     Wauwatosa Savings originates both short-term fixed rate and variable rate 1-4 family permanent mortgage loans. Generally all 1-4 family originations are retained by the Bank. Most of the Bank’s 1-4 family loans are originated with initial fixed rate locks of three or five years and then are subject to repricing at the option of the Bank. After the initial lock period, the loans can be repriced up to two times annually. Historically, the Bank has elected not to increase loan rates after the initial lock period, which is a philosophy that is expected to be maintained following the stock offering. Loans are amortized for terms of up to 30 years and are generally underwritten to secondary market standards. Loans with loan-to-value (“LTV”) ratios above

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80.0% require private mortgage insurance (“PMI”). As of March 31, 2005, the Bank’s 1-4 family loan portfolio totaled $668.2 million or 53.6% of total loans outstanding.

     The 1-4 family loan balance at March 31, 2005 included approximately $41.4 million of home equity lines of credit. Home equity lines of credit are tied to the prime rate and the Bank will lend up to a maximum LTV ratio of 90.0% of the combined balance of the home equity line of credit and the first lien. In the event that the line of credit is being obtained for interim financing of a new home purchase, the maximum LTV ratio can be increased up to 100.0%. A higher margin is applied to lines of credit with LTV ratios above 80.0%.

     Construction loans originated by the Bank consist of loans to finance the construction of 1-4 family residences, as well as multi-family and commercial real estate properties. The Bank’s 1-4 family construction lending activities consist of construction financing for construction/permanent loans as well as speculative loans that are extended to builders. Construction/permanent loans are offered on comparable terms as 1-4 family permanent mortgage loan rates and require payment of interest only during the construction period. Speculative loans for the construction of 1-4 family properties are generally originated at slightly higher rates than permanent mortgage loans. Commercial real estate and multi-family loans are generally originated as construction/permanent loans and are subject to the same underwriting criteria as required for permanent mortgage loans, as well as submission of completed plans, specifications and cost estimates related to the proposed construction. Loans for the construction of commercial real estate and multi-family loans are extended up to a LTV ratio of 80.0% based on the lesser of the appraised value of the property or cost of construction. Land loans consist substantially of properties that will be used for residential and multi-family development. Land loans typically are fixed rate loans with a one-year lock period and are amortized for terms of up to ten years. Land loans are originated up to a maximum LTV ratio of 80.0%. As of March 31, 2005, Wauwatosa Savings’ outstanding balance of construction and land loans totaled $146.2 million or 11.7% of total loans outstanding.

     The balance of the mortgage loan portfolio consists of commercial real estate and multi-family loans, which are substantially collateralized by properties in Milwaukee metropolitan area and nearby surrounding markets. Wauwatosa Savings originates commercial real estate and multi-family loans up to a maximum LTV ratio of 80.0%. Commercial real estate and multi-

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family loans are generally extended as three- or five-year balloon loans with amortization terms of up to 30 years. Properties securing the commercial real estate and multi-family loan portfolio consist primarily of apartments, condominiums, land development for a residential subdivision, retail properties, churches, restaurants and mixed-use properties. Growth of the commercial real estate and multi-family loan portfolio is a targeted area of lending growth in the Bank’s business plan, with loans originated on multi-family investment properties serving as the primary source of growth. Growth will be supported by the increase in capital provided by stock proceeds, as the Bank’s higher capital position will increase the loans-to-one borrower limit and, thereby, provide for increased flexibility with respect to retaining credits that are currently near the regulatory limit for loans-to-one borrower. As of March 31, 2005, the Bank’s commercial real estate and multi-family loan portfolio totaled $431.2 million or 34.6% of the total loan portfolio.

     Diversification into non-mortgage types of lending has not been an area of lending emphasis for the Bank and is expected to remain as a very limited component of total loans outstanding. The nominal balance of non-mortgage loans maintained at March 31, 2005 consisted primarily of credit card balances.

     Exhibit I-11 provides a summary of the Bank’s lending activities over the past three and three-quarter fiscal years. Over the past three and three-quarter fiscal years loan growth has been sustained by an increase in lending volume, with total loans originated increasing from $247.5 million during fiscal 2002 to $459.6 million during fiscal 2004. For the nine months ended March 31, 2005 total loans originated by the Bank equaled $355.8 million. Originations of 1-4 family loans comprised the largest portion of the Bank’s lending volume during the past three and three-quarter fiscal years, with such originations increasing from $146.0 million during fiscal 2002 to $244.9 million during fiscal 2004 and for the nine months ended March 31, 2005 1-4 family loan originations totaled $173.1 million. During the past three and three-quarter fiscal years, originations of 1-4 family loans accounted for 52.9% of the total loans originated by the Bank. Multi-family loans represented the second highest source of originations during the past three and three-quarter fiscal years, with the Bank’s annual lending volume for multi-family loans more than doubling during the period. Multi-family loans originated increased from $53.1 million during fiscal 2002 to $129.2 million during fiscal 2004 and for the nine months ended March 31, 2005 multi-family loans originated totaled $116.3 million. In total, multi-family loan

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originations accounted for 28.1% of total loans originated over the past three and three-quarter fiscal years. The upward trend in the Bank’s lending volume was partially offset by increased principal repayments, particularly during fiscal 2003 as borrowers took advantage of historically low mortgage rates to refinance into lower rate mortgage loans. With the exception of $1.4 million of loans purchased during fiscal 2004, the Bank did not purchase or sell any loans during the past three and three-quarter fiscal years.

Asset Quality

     Over the past five and three-quarter fiscal years, Wauwatosa Savings’ balance of non-performing assets ranged from a low of 1.03% of assets at fiscal year end 2004 to a high of 1.80% of assets at fiscal year end 2000. The Company held $14.0 million of non-performing assets at March 31, 2005, equal to 1.04% of assets. As shown in Exhibit I-12, the Company’s balance of non-performing assets at March 31, 2005 consisted of $12.5 million of non-accruing loans and $1.4 million of real estate owned. The largest concentration of non-accruing loans at March 31, 2005 consisted of commercial real estate and multi-family loans ($6.2 million) followed 1-4 family loans ($5.3 million) and construction and land loans ($1.0 million).

     To track the Bank’s asset quality and the adequacy of valuation allowances, Wauwatosa Savings has established detailed asset classification policies and procedures which are consistent with regulatory guidelines. Detailed asset classifications are reviewed monthly by senior management and quarterly by the Board of Directors. Pursuant to these procedures, when needed, the Bank establishes additional valuation allowances to cover anticipated losses in classified or non-classified assets. As of March 31, 2005, the Bank maintained valuation allowances of $4.5 million, equal to 0.38% of net loans receivable and 35.7% percent of non-performing loans.

Funding Composition and Strategy

     Deposits have consistently accounted for the substantial portion of the Bank’s interest-bearing funding composition and at March 31, 2005 deposits equaled 91.1% of Wauwatosa Savings’ interest-bearing funding composition. Exhibit I-13 sets forth the Bank’s deposit

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composition for the past three and three-quarter fiscal years and Exhibit I-14 provides the interest rate and maturity composition of the CD portfolio at March 31, 2005. The Bank’s deposit composition is highly concentrated in CDs, with the current CD composition reflecting a higher concentration of short-term CDs (maturities of one year or less). As of March 31, 2005, the CD portfolio totaled $973.8 million or 89.6% of total deposits and 59.0% of the CDs were scheduled to mature in one year or less. As of March 31, 2005, jumbo CDs (CD accounts with balances of $100,000 or more) amounted to $269.6 million or 27.7% of total CDs. Brokered CDs totaled $117.6 million or 10.8% of total deposits. The Bank’s policy is to limit brokered CDs to no more than 20% of total deposits.

     Lower cost savings and transaction accounts comprise the balance of the Bank’s deposit composition, with such deposits amounting to $112.5 million or 10.4% of total deposits at March 31, 2005. The concentration of core deposits comprising total deposits has been fairly consistent over the past three and three-quarter fiscal years, ranging from a low of 9.9% of total deposits at fiscal year end 2002 to a high of 12.3% of total deposits at fiscal year end 2004. Increasing the concentration of core deposits in the deposit base is a strategic initiative that has been targeted in the Bank’s business plan, in which checking accounts will be pursued as the primary source of core deposit growth. The Bank’s core deposits consist mostly of interest-bearing demand accounts, which totaled $71.3 million or 63.4% of core deposits at March 31, 2005.

     Borrowings serve as an alternative funding source for the Bank to support management of funding costs and interest rate risk. FHLB advances constitute the primary source of borrowings utilized by the Bank, which are at times supplemented with federal funds purchased. At March 31, 2005 the Bank maintained total borrowings of $106.2 million, which consisted of $48.0 million of short-term FHLB advances and $58.2 million of long-term FHLB advances with laddered due dates out to August 2008. The Bank’s policy is to limit FHLB advances to no more than 15% of total deposits. Exhibit I-15 provides further detail of Wauwatosa Savings’ borrowing activities during the past three and three-quarter fiscal years.

     Following the stock offering, it is anticipated that the Bank’s growth will continue to be funded by a combination of deposits and borrowings. To the extent additional borrowings are required to fund growth, FHLB advances are expected to remain as the primary source of borrowings utilized by the Bank.

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Subsidiaries

     The Bank maintains two wholly-owned subsidiaries: Wauwatosa Investments, Inc. (“Wauwatosa Investments”) and Main Street Real Estate Holdings, LLC. (“Main Street”). Wauwatosa Investments is a Nevada investment subsidiary, which holds and manages part of the Bank’s investment and loan portfolios. Main Street is a real estate subsidiary, which holds two of the Bank’s branches and the corporate office center. Main Street has also leased the facility that will replace the existing Waukesha branch, which is scheduled to occur by the end of 2005.

Legal Proceedings

     Wauwatosa Savings is not involved in any pending legal proceedings as a defendant other than routine legal proceedings occurring in the ordinary course of business which, in the aggregate, are believed by management to be immaterial to the financial condition of the Bank.

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II. MARKET AREA

Introduction

     Headquartered in Wauwatosa, Wisconsin, the Bank maintains five stand-alone branch locations, one branch in a grocery store and a drive-thru only facility. The Bank’s branch offices, which are located in the southern and western suburbs of the Milwaukee metropolitan area, serve markets throughout the Milwaukee metropolitan area. Currently, the Bank maintains a branch presence in Milwaukee County and Waukesha County. Exhibit II-1 provides information on the Bank’s office facilities.

     The regional market area has a fairly diversified economy, with services (healthcare providers are a major source of service employment in the Milwaukee metropolitan area), wholesale/retail trade, manufacturing, and state and local government constituting the major employment sectors. The region is a highly competitive environment, and includes a large number of thrifts, commercial banks, credit unions and other financial services companies, some of which have a national presence.

     Future business and growth opportunities will be partially influenced by economic and demographic characteristics of the markets served by the Bank, particularly the future growth and stability of the regional economy, demographic growth trends, and the nature and intensity of the competitive environment for financial institutions. These factors outlined herein have been taken into account regarding their relative impact on value.

National Economic Factors

     The future success of the Bank’s operations is partially dependent upon various national and local economic trends. In assessing economic trends over the past year, job growth picked-up in the second quarter of 2004, including in the manufacturing sector. An additional 248,000 jobs were created in May 2004, bringing the three month total of jobs added to almost one million – the biggest three month increase since 2000. The May 2004 unemployment rate remained at 5.6%, as more people entered the labor market looking for work. Despite higher

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mortgage rates, sales of new and existing homes surged to record highs in May. Consumer spending rose 1.0% in May, which was the largest increase since October 2001. However, orders for durable goods posted an unexpected decline in May, resulting in the first back-to-back month drops in durable goods orders since the end of 2002. The economy showed additional signs of slowing at the end of the second quarter of 2004, as higher energy prices reduced consumer spending. Retail sales, industrial production and housing starts all fell in June. Job growth was also less than anticipated in June and the unemployment rate remained unchanged at 5.6% for the third straight month. The index of leading indicators fell in June for the first time in over a year and second quarter GDP declined to a 3.0% annual growth rate.

     Surging oil prices continued to hamper the U.S. economy at the beginning of the third quarter of 2004, as employers added just 32,000 jobs in July. Despite modest job growth, the July unemployment rate dropped to 5.5%. A decline in July new home sales and only a modest gain in July durable goods orders further suggested that the economy had hit a soft patch. Employment data showed a strengthening jobs market for August, as the 5.4% unemployment rate reported for August was its lowest level since October 2001. Comparatively, other economic data for August generally showed the pace of economic activity continued to decelerate, which included a decline in retail sales and the third straight monthly drop in the index of leading indicators. However, new home sales bounced back in August, rising 9.4% from July. Third quarter GDP rose at a slower than expected 3.7% annual rate, while lower interest rates supported a 3.5% increase in new home sales for September. Job growth was less than anticipated in September, although the unemployment rate remained unchanged at 5.4%.

     High oil prices remained as a constraint on the economy at the beginning of the fourth quarter of 2004, as U.S. manufacturing activity fell to a thirteen month low in October 2004. Consumer confidence also fell in October reflecting concerns over sluggish job growth. However, job growth was strong in October as 337,000 jobs were added, although the national unemployment rate for October ticked up to 5.5% as more people started to look for jobs. Helped by the strong job growth and lower oil prices, consumer confidence rose in November. Notwithstanding the employment gains, the leading economic indicators fell for a fifth straight month in October. Low mortgage rates continued to support strong home sales for October.

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U.S. job growth for November slowed sharply, although the U.S. unemployment rate for November declined to 5.4%. Economic data at the close of the year generally reflected signs of an improving economy, which included a jump in durable-goods orders in November, the largest increase in December retail sales in five years, December consumer confidence increasing to its best level since the summer and solid job growth reflected in the December employment data with the December national unemployment holding steady at 5.4%. Housing starts were also up strongly in December and the leading economic indicators rose in December for the second straight month. However, fourth quarter GDP growth was slower than expected, increasing at a 3.8% annual rate for the quarter.

     Economic data for the beginning of the first quarter of 2005 was mixed. The manufacturing sector continued to expand in January 2005 and retail sales continued to be a healthy contributor to the economy in January. While the January 2005 unemployment rate declined to 5.2%, its lowest rate since 2001, its was mostly attributable to a decline in the number of people looking for jobs as job growth fell below expectations in January. After gaining 0.3% in December, the index of leading economic indicators slipped 0.3% in January. Retail sales were better-than-expected in February and job growth jumped in February, although the national unemployment rate rose in February to 5.4%. February economic data also showed a rise in durable-goods orders and a surge in new home sales, providing further indications that the economy’s steady growth was continuing. However, despite a decline in the March U.S. unemployment rate to 5.2%, job growth was sluggish in March with the 110,000 jobs added in March marking the smallest gain since last July. While new home sales were unexpectedly strong in March, the economy showed signs of slowing down at the end of the first quarter as indicated by slowing job growth, a drop in consumer confidence and disappointing retail sales. First quarter GDP rose at a 3.5% annual rate, reflecting modest slowing from the fourth quarter.

     A sharp drop in initial jobless claims and a report showing a pick-up in manufacturing activity in the mid-Atlantic region suggested that the economy gained momentum at the start of the second quarter of 2005, after slowing in March. Job growth was stronger than expected in April, with the April national unemployment rate holding steady at 5.2%. Record new and existing home sales in April, as well as strong increases in April retail sales and durable goods

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orders, provided further evidence that the economy had recovered from the slowdown in March.

     In terms of interest rate trends over the past year, robust job growth in April 2004 sharpened the sell-off in long-term Treasuries during the first half of May 2004, as expectations increased that the Federal Reserve would raise interest rates soon. Treasury yields eased lower during mid-May, as investors shifted money to the relative safety of bonds in reaction to India’s election results and the assassination of the head of the Iraqi Governing Council. Strong job growth reflected in the May employment data and growing inflation concerns reversed the downward trend in bond yields during the first half of June, with the yield on the 10-year Treasury note hitting a two year high in mid-June. Bond yields stabilized ahead of the Federal Reserve meeting at the end of June, as only a moderate increase in core consumer prices during May served to subdue concerns of a sharp rise in inflation. The Federal Reserve’s decision to raise its short-term rate from 1.00% to 1.25% provided a boost to bond prices at the close of the second quarter, as the Federal Reserve indicated that it would continue to raise the Federal Funds rate a quarter-point at a time.

     Signs of slower economic growth and a smaller than expected increase in June 2004 consumer prices served to stabilize interest rates through most of July. Bond yields declined during the first half of August, as higher oil prices slowed the pace of economic expansion. The Federal Reserve raised short-term rates a quarter-point to 1.50% in August and signaled that more increases were in store for 2004, based on expectations that the slowdown in the economy would only be temporary. Interest rates stabilized from mid-August through mid-September, while higher oil prices and only a modest increase in August consumer prices contributed to a rally in bond prices in mid-September. The bond market reacted favorably to the Federal Reserve’s decision to raise the target rate to 1.75% at its September meeting, with the yield on the ten-year Treasury note edging below 4.0% in late-September. Treasury prices declined slightly at the close of the third quarter, which was largely attributed to profit taking and stronger than expected GDP growth reported for the second quarter.

     Weaker than expected employment data for September 2004 and higher oil prices pushed bond yields lower at the start of the fourth quarter, with the yield on the ten-year Treasury note edging back below 4.0% in late-October. Treasury yields increased during early-November, on

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news of stronger than expected job growth for October and a decline in oil prices to a three week low. The Federal Reserve raised the Federal Funds rate a quarter-point to 2.00% as expected at its November meeting, which combined with mixed economic data served to stabilize long-term bond yields in mid-November. Lower oil prices and concerns about the weak dollar pushed bonds prices lower in late-November. In early-December, bonds rallied on the weaker than expected employment data for November. The positive trend in U.S. Treasuries continued through mid-December, as the Federal Reserve raised its key interest rate target by a quarter-point to 2.25% and indicated that it would continue to raise interest rates at a measured pace based on expectations of moderate economic growth and well contained inflation. Treasury yields moved higher at the close of 2004 on news of a surge in consumer confidence during December.

     Treasury yields increased sharply at beginning of 2005 on signs that economic growth was picking up momentum and indications from the Federal Reserve that it was likely to keep raising rates because of wariness about inflation. Despite generally favorable economic data, Treasury yields eased lower during mid- and late-January as investors dumped stocks in favor of bonds. The Federal Reserve raised its target interest rate by another quarter-point in early-February and signaled no change in its plan for more increases. The as expected rate increase and January employment data showing lower than expected job growth sparked a rally in long-term Treasury bonds, with the yield on the ten-year Treasury falling below 4.0% in early-February. Bond yields moved higher in mid- and late-February on inflation concerns and indications of higher interest rates from the Federal Reserve. The generally strong economic data for February and signals from the Federal Reserve that it was becoming more concerned about inflation sustained the upward trend in interest rates through most of March. As expected, the Federal Reserve concluded its March meeting by raising its target rate to 2.75% from 2.5%. Treasury yields eased lower at the end of March and into early-April, as a key inflation gauge held steady in February and March job growth fell well short of expectations.

     The downward trend in long-term Treasury yields generally prevailed through most of April 2005 on signs that the U.S. economy lost steam towards the end of the first quarter. A drop in consumer confidence in April and a weak first quarter GDP report fueled a decline in the 10-

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year Treasury yield below 4.20% at the end of April and, thus, further narrowed the gap between short- and long-term yields. The Federal Reserved raised the federal funds rate a quarter-point to 3.0% in early-May and indicated a plan of continued rate increases at a measured pace. The increase in short-term interest rates provided for further flattening of the yield curve, particularly as long-term interest rates declined in mid-May. As of May 20, 2005, one- and 10-year U.S. government bonds were yielding 3.35% and 4.13%, respectively, versus comparable year ago yields of 1.76% and 4.79%. Exhibit II-2 provides historical interest rate trends from 1995 through May 20, 2005.

Market Area Demographics

     Demographic growth in the markets served by the Bank has been measured by changes in population, number of households and median household income, with trends in those areas summarized by the data presented in Table 2.1. The market area is characterized by two distinctly different types of markets. Milwaukee County is a more densely populated urban market that has been experiencing limited or no growth in recent years, while Waukesha County is a faster growing suburban market. Since 2000, Milwaukee County has experienced a slight decline in population and no change in households, reflecting the out migration of population to the surrounding suburban markets. Comparatively, population and household growth in Waukesha County were above the comparable growth rates for Wisconsin. Waukesha County’s annual population growth rate for the 2000 to 2004 period matched the U.S. growth rate, while household growth in Waukesha County exceeded the U.S. growth rate. Projected five-year population and household growth rates for the counties of Milwaukee and Waukesha are expected to be consistent with recent historical trends.

     Income levels reflect that Waukesha County is a relatively affluent market, while income measures for Milwaukee County reflect a less prosperous market. The greater wealth of the suburban markets is consistent with national trends, in which the white collar professionals who work in the cities generally reside in the surrounding suburbs. Additionally, much of the growth in white collar jobs for the Milwaukee metropolitan area has been occurring in suburban markets. The per capita and median household income measures for Milwaukee County were

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below statewide measures, reflecting a higher concentration of blue-collar workers, both skilled and unskilled, as well as some areas of poverty in the city of Milwaukee. Household income is projected to increase throughout the primary market area over the next five years at comparable rates that have occurred during the past four years. Household income distribution measures further imply that Waukesha County is a relatively affluent market area, as Waukesha County maintains a notably higher percentage of households with incomes of $100,000 or more in comparison to the U.S., Wisconsin and Milwaukee County.

Regional Economy

     The market area reflects a diverse cross section of employment sectors, which partially mitigates the risk associated with a decline in any particular economic sector or industry. Once the backbone of the region’s employment base, the manufacturing sector has been contracting with most of the job growth occurring in services (healthcare providers are a major source of service employment in the Milwaukee metropolitan area). Notwithstanding, the decline in manufacturing jobs, manufacturing activity remains a significant component of the regional economy. Similar to statewide data, services and trade play a major role in the local market area economy. Government and finance/insurance/real estate jobs also constitute major employment sectors regionally.

     Comparative employment data shown in Table 2.2 shows that the faster growing suburban county of Waukesha had higher employment concentrations in the manufacturing, wholesale/retail and construction sectors, while the more urban and slower growing Milwaukee County market maintained a notably higher concentration of service jobs. The higher concentration of manufacturing employment in Waukesha is viewed as supporting growth opportunities in that market, given that manufacturing jobs tend to be relatively high paying jobs. Comparatively, the high concentration of service jobs in Milwaukee County is considered to be less conducive for supporting growth opportunities, as a significant portion of service jobs tend to be relatively low paying jobs. The manufacturing sector is supported by machinery production, including mining machinery, construction machinery and small gasoline engines. A variety of high technology industries also maintain a manufacturing presence in the Milwaukee

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metropolitan area, producing durable goods such as computers, industrial robots and avionics. The Milwaukee metropolitan area is also headquarters to a number of Fortune 500 companies, including Briggs & Stratton, Harley-Davidson, Johnson Controls and Rockwell International. Overall, the distribution of employment exhibited in the primary market area is indicative of a fairly diverse economic environment. Table 2.2 provides an overview of employment by sector, for both of the primary market area counties and the state of Wisconsin.

Table 2.2
Primary Market Area Employment Sectors
(Percent of Labor Force)

										Primary
										Market
Employment Sectors	Wisconsin			Milwaukee			Waukesha			Average
Services		36.4	%		45.3	%		34.3	%		39.8	%
Manufacturing		15.9			11.7			18.6			15.2
Wholesale/Retail Trade		15.2			13.7			18.3			16.0
Government		12.3			11.3			6.9			9.1
Fin. Ins. Real Estate		7.5			8.9			8.9			8.9
Construction		5.3			2.8			7.2			5.0
Transportation/Utilities		3.6			3.8			2.9			3.4
Information		1.7			2.4			2.3			4.3
Other		2.1			0.1			0.6			0.3
		100.0	%		100.0	%		100.0	%		100.0	%

Source: Regional Economic Information System Bureau of Economic Analysis.

     Comparative unemployment rates for the primary market area counties, as well as for the U.S. and Wisconsin, are shown in Table 2.3. Current unemployment rates for Waukesha County and Milwaukee County were respectively lower and higher than the comparable Wisconsin and U.S. unemployment rates. The comparatively higher unemployment rate indicated for Milwaukee County tends to be a characteristic of urban markets in general, as more urbanized markets generally have higher core unemployment rates than the more affluent and faster growing suburban markets. Similar to the U.S. and Wisconsin, the March 2005 unemployment rates for the counties of Milwaukee and Waukesha were lower compared to a year ago reflecting that the regional economy participated in the national economic recovery over the past year.

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Table 2.3
Unemployment Data

Region	March 2004			March 2005
United States		6.0	%		5.4	%
Wisconsin		6.2			5.5
Milwaukee County		6.9			6.0
Waukesha County		4.8			4.2

     Source: U.S. Bureau of Labor Statistics.

Deposit Trends

     The Bank’s retail deposit base is closely tied to the economic fortunes of the Milwaukee metropolitan area and, in particular, the areas that are nearby to one of Wauwatosa Savings’ branches. Table 2.4 displays deposit market trends from June 30, 2002 through June 30, 2004 for the branches that were maintained by the Bank during that period. Additional data is also presented for the state of Wisconsin. The data indicates that, despite Waukesha County’s more favorable demographic trends, deposit growth was stronger in Milwaukee County. Consistent with the state of Wisconsin, commercial banks maintained a larger market share of deposits than savings institutions in the counties of Milwaukee and Waukesha. For the two year period covered in Table 2.4, savings institutions realized a slight increase in deposit market share in Waukesha County while losing market share in Milwaukee County.

     Wauwatosa Savings maintains its largest balance and largest market share of deposits in Milwaukee County. The Bank’s $891.6 million of deposits at the Milwaukee County branches, which includes a drive-thru only facility, represented a 3.2% market share of thrift and bank deposits at June 30, 2004. Comparatively, the Bank’s $160.1 million of deposits at the Waukesha County branches represented a 2.2% market share of thrift and bank deposits at June 30, 2004. During the two year period, Wauwatosa Savings’ deposit market share increased slightly in Waukesha County and declined slightly in Milwaukee County. The Bank’s deposit totals indicated for Milwaukee County include brokered CDs, which equaled $102.4 million and

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$128.0 million at June 30, 2002 and June 30, 2004, respectively.

Competition

     The Bank faces notable competition in both deposit gathering and lending activities, including direct competition with several financial institutions and credit unions that primarily have a local or regional presence. Securities firms and mutual funds also represent major sources of competition in raising deposits. In many cases, these competitors are also seeking to provide some or all of the community-oriented services as Wauwatosa Savings. With regard to lending competition, the Bank encounters the most significant competition from the same institutions providing deposit services. In addition, the Bank competes with mortgage companies, independent mortgage brokers, and credit unions in originating mortgage loans. Table 2.5 lists the Bank’s largest competitors in the two counties currently served by its branches, based on deposit market share as noted parenthetically. Wauwatosa Savings’ market share of deposits in Milwaukee County is the largest among savings institutions. The Bank’s deposit market share and market rank are also provided in Table 2.5.

Table 2.5
Wauwatosa Savings Bank
Market Area Deposit Competitors

Location	Name
Milwaukee County	U.S. Bancorp. (32.5%)
	Marshall & Ilsley Corp. (28.8%)
	JPMorgan Chase & Co. (6.7%)
	Wauwatosa SB (3.2%) — Rank of 5
Waukesha County	Marshall & Ilsley Corp. (20.1%)
	JPMorgan Chase & Co. (10.0%)
	Associated Banc-Corp (7.7%)
	Wauwatosa SB (2.2%) — Rank of 12

Source: SNL Financial

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III. PEER GROUP ANALYSIS

     This chapter presents an analysis of Wauwatosa Savings’ operations versus a group of comparable companies (the “Peer Group”) selected from the universe of all publicly-traded savings institutions. The primary basis of the pro forma market valuation of Wauwatosa Savings is provided by these public companies. Factors affecting the Bank’s pro forma market value such as financial condition, credit risk, interest rate risk, and recent operating results can be readily assessed in relation to the Peer Group. Current market pricing of the Peer Group, subject to appropriate adjustments to account for differences between Wauwatosa Savings and the Peer Group, will then be used as a basis for the valuation of Wauwatosa Savings’ to-be-issued common stock.

Peer Group Selection

     The mutual holding company form of ownership has been in existence in its present form since 1991. As of the date of this appraisal, there were approximately 29 publicly-traded institutions operating as subsidiaries of MHCs. We believe there are a number of characteristics of MHC shares that make them different from the shares of fully-converted companies. These factors include: (1) lower aftermarket liquidity in the MHC shares since less than 50% of the shares are available for trading; (2) guaranteed minority ownership interest, with no opportunity of exercising voting control of the institution in the MHC form of organization; (3) the potential impact of “second-step” conversions on the pricing of public MHC institutions; (4) the regulatory policies regarding the dividend waiver by MHC institutions; and (5) most MHCs have formed mid-tier holding companies, facilitating the ability for stock repurchases, thus improving the liquidity of the stock on an interim basis. We believe that each of these factors has an impact on the pricing of the shares of MHC institutions, and that such factors are not reflected in the pricing of fully-converted public companies.

     Given the unique characteristics of the MHC form of ownership, RP Financial concluded that the appropriate Peer Group for Wauwatosa Savings’ valuation should be comprised of subsidiary institutions of mutual holding companies. The selection of publicly-traded mutual holding companies for the Bank’s Peer Group is consistent with the regulatory guidelines and

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other recently completed MHC transactions. Further, the Peer Group should be comprised of only those MHC institutions whose common stock is either listed on a national exchange or is NASDAQ listed, since the market for companies trading in this fashion is regular and reported. We believe non-listed MHC institutions are inappropriate for the Peer Group, since the trading activity for thinly-traded stocks is typically highly irregular in terms of frequency and price and may not be a reliable indicator of market value. We have excluded from the Peer Group those public MHC institutions that are currently pursuing a “second-step” conversion and/or companies whose market prices appear to be distorted by speculative factors or unusual operating conditions. MHCs which have recently completed a minority stock offering have been excluded as well, due to the lack of a seasoned trading history and insufficient quarterly financial data that includes the impact of the offering proceeds. The universe of all publicly-traded institutions is included as Exhibit III-1.

Basis of Comparison

     This appraisal includes two sets of financial data and ratios for the Peer Group institutions. The first set of financial data reflects the actual book value, earnings, assets and operating results reported by the Peer Group institutions in its public filings inclusive of the minority ownership interest outstanding to the public. The second set of financial data, discussed at length in the following chapter, places the Peer Group institutions on equal footing by restating their financial data and pricing ratios on a “fully-converted” basis through assuming the sale of the majority shares held by the MHCs in public offerings based on their current trading prices and standard assumptions for a thrift conversion offering. Throughout the appraisal, the adjusted figures will be specifically identified as being on a “fully-converted” basis. Unless so noted, the figures referred to in the appraisal will be actual financial data reported by the Peer Group institutions.

     Both sets of financial data have their specific use and applicability to the appraisal. The actual financial data, as reported by the Peer Group companies and reflective of the minority interest outstanding, will be used in Chapter III to make financial comparisons between the Peer Group and the Bank. The differences between the Peer Group’s reported financial data and the

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financial data of Wauwatosa Savings are not significant enough to distort the conclusions of the comparison (in fact, such differences are greater in a standard conversion appraisal). The adjusted financial data (fully-converted basis) will be more fully described and quantified in the pricing analysis discussed in Chapter IV. The fully-converted pricing ratios are considered critical to the valuation analysis in Chapter IV, because they place each Peer Group institution on a fully-converted basis (making their pricing ratios comparable to the pro forma valuation conclusion reached herein), eliminate distortion in pricing ratios between Peer Group institutions that have sold different percentage ownership interests to the public, and reflect the implied pricing ratios being placed on the Peer Group institutions in the market today to reflect the unique trading characteristics of publicly-traded MHC institutions.

Wauwatosa Savings’ Peer Group

     Under ideal circumstances, the Peer Group would be comprised of ten publicly-traded Midwest-based MHC institutions with capital, earnings, credit quality and interest rate risk comparable to Wauwatosa Savings. However, given the limited number of publicly-traded institutions in the MHC form of ownership, the selection criteria was necessarily broad-based and not confined to a particular geographic market area. In light of the Bank’s asset size of approximately $1.3 billion at March 31, 2005, the selection criteria used for the Peer Group was the ten largest publicly-traded MHCs in terms of asset size with assets of less than $5.0 billion, excluding MHCs that been publicly-traded for less than a year. The asset sizes of the Peer Group companies ranged from $277 million to $1.1 billion. The universe of all publicly-traded MHC institutions, exclusive of institutions that have announced second-step conversions, is included as Exhibit III-2 and Exhibit III-3 provides summary demographic and deposit market share data for the primary market areas served by each of the Peer Group companies.

     Unlike the universe of fully-converted publicly-traded thrifts, which includes approximately 145 companies, the universe of public MHC institutions is small, thereby reducing the prospects of a highly comparable Peer Group. Nonetheless, because the trading characteristics of public MHC institution shares are significantly different from those of fully-converted companies, public MHC institutions were the most appropriate group to consider as

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Peer Group candidates for this valuation. Relying solely on full stock public companies for the Peer Group would not capture the difference in current market pricing for public MHC institutions and thus could lead to distorted valuation conclusions. The federal regulatory agencies have previously concurred with this selection procedure of the Peer Group for MHC valuations. To account for differences between Wauwatosa Savings and the MHC Peer Group in reaching a valuation conclusion, it will be necessary to make certain valuation adjustments. The following discussion addresses financial similarities and differences between Wauwatosa Savings and the Peer Group.

     Table 3.1 on the following page lists key general characteristics of the Peer Group companies. Although there are differences among several of the Peer Group members, by and large they are well-capitalized and profitable institutions and their decision to reorganize in MHC form suggests a commonality of operating philosophy. Importantly, the trading prices of the Peer Group companies reflect the unique operating and other characteristics of public MHC institutions. While the Peer Group is not exactly comparable to Wauwatosa Savings, we believe such companies form a good basis for the valuation of Wauwatosa Savings, subject to certain valuation adjustments.

     In aggregate, the Peer Group companies maintain a higher level of capitalization relative to the universe of all public thrifts (15.17% of assets versus 11.03% for the all public average), generate lower earnings on a return on average assets basis (0.65% ROAA versus 0.75% for the all public average), and generate a lower return on equity (4.98% ROE versus 7.91% for the all public average). The summary table below underscores the key differences, particularly in the average pricing ratios between full stock and MHC institutions (both as reported and on a fully-converted basis).

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							Fully
				Peer Group			Converted
	All			Reported			Basis
	Publicly-Traded			Basis			(Pro Forma)
Financial Characteristics (Averages)
Assets ($Mil)	$	2,575		$	577		$	683
Equity/Assets (%)		11.03	%		15.17	%		26.16
Return on Assets (%)		0.75			0.65			0.71
Return on Equity (%)		7.91			4.98			2.93
Pricing Ratios (Averages)(1)
Price/Earnings (x)		19.48	x		31.97	x		26.70	x
Price/Book (%)		151.63	%		193.75	%		93.36	%
Price/Assets (%)		16.54			28.69			24.22

(1)   Based on market prices as of May 20, 2005.

     The following sections present a comparison of Wauwatosa Savings’ financial condition, income and expense trends, loan composition, interest rate risk and credit risk versus the figures reported by the Peer Group. The conclusions drawn from the comparative analysis are then factored into the valuation analysis discussed in the final chapter.

Financial Condition

     Table 3.2 shows comparative balance sheet measures for Wauwatosa Savings and the Peer Group. Wauwatosa Savings and the Peer Group’s ratios reflect balances as of March 31, 2005, unless otherwise indicated for the Peer Group companies. Wauwatosa Savings’ net worth base of 9.7% was below the Peer Group’s average net worth ratio of 15.2%. However, the Bank’s pro forma capital position will increase with the addition of stock proceeds and will be more comparable to the Peer Group’s ratio following the conversion. Tangible equity-to-assets ratios for the Bank and the Peer Group equaled 9.7% and 14.5%, respectively, as goodwill and intangibles maintained by the Peer Group equaled 0.6% of assets. The increase in Wauwatosa Savings’ pro forma capital position will be favorable from a risk perspective and in terms of future earnings potential that could be realized through leverage and lower funding costs. At the same time, the Bank’s higher pro forma capitalization will also result in a lower return on equity. Both Wauwatosa Savings’ and the Peer Group’s capital ratios reflected capital surpluses with

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respect to the regulatory capital requirements, with the Peer Group’s ratios currently exceeding the Bank’s ratios. On a pro forma basis, the Bank’s regulatory surpluses will likely be comparable to the ratios indicated for the Peer Group.

     The interest-earning asset compositions for the Bank and the Peer Group were somewhat similar, with loans constituting the bulk of interest-earning assets for both Wauwatosa Savings and the Peer Group. The Bank’s loans-to-assets ratio of 87.2% was greater than the comparable Peer Group ratio of 54.8%. Comparatively, the Peer Group’s cash and investments-to-assets ratio of 41.0% exceeded the comparable ratio for the Bank of 8.8%. Overall, Wauwatosa Savings’ interest-earning assets amounted to 96.0% of assets, which approximated the comparable Peer Group ratio of 95.8%.

     Wauwatosa Savings’ funding liabilities reflected a funding strategy that was somewhat similar to that of the Peer Group’s funding composition. The Bank’s deposits equaled 80.8% of assets, which was above the Peer Group’s ratio of 69.9%. Comparatively, borrowings accounted for a lower portion of the Bank’s interest-bearing funding composition, as indicated by borrowings-to-assets ratios of 7.9% and 13.2% for Wauwatosa Savings and the Peer Group, respectively. Total interest-bearing liabilities maintained by the Bank and the Peer Group, as a percent of assets, equaled 88.7% and 83.1%, respectively. Following the increase in capital provided by the net proceeds of the stock offering, the Bank’s ratio of interest-bearing liabilities as a percent of assets will be more comparable to the Peer Group’s ratio.

     A key measure of balance sheet strength for a thrift institution is its IEA/IBL ratio. Presently, the Peer Group’s IEA/IBL ratio is stronger than the Bank’s ratio, based on respective IEA/IBL ratios of 115.3% and 108.2%. The additional capital realized from stock proceeds should provide Wauwatosa Savings with an IEA/IBL ratio that is comparable to the Peer Group’s ratio, as the increase in capital provided by the infusion of stock proceeds will serve to lower the level of interest-bearing liabilities funding assets and will be primarily deployed into interest-earning assets.

     The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items. Wauwatosa Savings’ growth rates are based on annualized growth for the nine month period ended March 31, 2005, while the Peer Group’s growth rates are based on annual growth

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for the twelve months ended March 31, 2005 or the most recent period available. Wauwatosa Savings’ assets increased at an 11.4% annualized rate, versus a 6.4% asset growth rate posted by the Peer Group. Asset growth for the Bank was sustained by loan growth, which was in part funded by redeployment of funds that were maintained in cash and investments. Loan growth was the primary source of asset growth for the Peer Group as well, which was supplemented with a more modest increase in cash and investments. Wauwatosa Savings’ future asset growth potential will be enhanced by the increased leverage capacity that will result from the infusion of net stock proceeds into capital.

     A combination of deposits and borrowings were used by the Bank and the Peer Group to fund asset growth, with the Bank’s deposit and borrowing growth rates exceeding the comparable Peer Group growth rates. The Peer Group’s borrowings growth rate was understated by two companies that had borrowing growth rates of more than 100%, which are reflected as “NM” in Table 3.2. Capital growth rates posted by the Bank and the Peer Group equaled 8.0% and 1.0%, respectively. Factors contributing to the Bank’s higher capital growth rate included earning a slightly higher return on assets, its lower level of capital and retention of all of its earnings. Comparatively, in addition to recording a slightly lower return on assets than the Bank, the Peer Group’s capital growth rate was slowed by dividend payments as well as stock repurchases. The increase in capital realized from stock proceeds, as well as possible dividend payments and stock repurchases, can be expected to depress the Bank’s capital growth rate following the stock offering.

Income and Expense Components

     Table 3.3 displays comparable statements of operations for the Bank and the Peer Group, based on earnings for the twelve months ended March 31, 2005, unless otherwise indicated for the Peer Group companies. Wauwatosa Savings and the Peer Group reported net income to average assets ratios of 0.72% and 0.65%, respectively. The Bank’s higher return was supported by stronger core earnings with respect to net interest income and operating expenses. Largely offsetting the Bank’s higher net interest margin and lower level of operating expense was the additional tax expense of $1.8 million, which was an accrued liability related to an ongoing dispute with the Wisconsin Department of Revenue. The additional tax expense is reflected in

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the Bank’s effective tax rate of 44.26% for the twelve month period. A higher level of non-interest operating income and a lower level of loan loss provisions were also earnings advantages for the Peer Group.

     The Bank’s stronger net interest margin was realized through maintenance of a higher interest income ratio, which was largely offset by the Peer Group’s lower interest expense ratio. The Bank’s higher interest income ratio was realized through earning a higher yield on interest-earning assets (5.93% versus 4.72% for the Peer Group), which was supported by the Bank’s interest-earning asset composition that reflected a higher concentration of loans in comparison to the Peer Group’s interest-earning asset composition. The Peer Group’s lower interest expense ratio was supported by a lower cost of funds (2.04% versus 3.08% for the Bank) and a lower level of interest-bearing liabilities funding assets. Overall, Wauwatosa Savings and the Peer Group reported net interest income to average assets ratios of 2.93% and 2.84%, respectively.

     In another key area of core earnings strength, the Bank maintained a lower level of operating expenses than the Peer Group. For the period covered in Table 3.3, the Bank and the Peer Group reported operating expense to average assets ratios of 1.79% and 2.47%, respectively. The lack of any significant diversification into areas that generate income from non-interest earning sources, including maintenance of only a nominal balance of off-balance sheet loan servicing, supported containment of the Bank’s staffing needs and operating expenses in general. Consistent with the Bank’s lower operating expense ratio and less diversified operations, Wauwatosa Savings maintained a comparatively lower number of employees relative to its asset size. Assets per full time equivalent employee equaled $7.1 million for the Bank, versus comparable measures of $5.2 million for the Peer Group and $5.3 million for all publicly-traded thrifts. On a post-offering basis, the Bank’s operating expenses can be expected to increase with the addition of stock benefit plans and expenses related to operating as a publicly-traded company, with such expenses already impacting the Peer Group’s operating expenses. At the same time, Wauwatosa Savings’ capacity to leverage operating expenses will be comparable to the Peer Group’s leverage capacity following the increase in capital realized from the infusion of net stock proceeds.

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     When viewed together, net interest income and operating expenses provide considerable insight into a thrift’s earnings strength, since those sources of income and expenses are typically the most prominent components of earnings and are generally more predictable than losses and gains realized from the sale of assets or other non-recurring activities. In this regard, as measured by their expense coverage ratios (net interest income divided by operating expenses), the Bank’s earnings were stronger than the Peer Group’s. For the twelve months ended March 31, 2005, Wauwatosa Savings’ and the Peer Group’s expense coverage ratios equaled 1.64x and 1.15x, respectively. An expense coverage ratio of greater than 1.0x indicates that an institution is able to sustain pre-tax profitability without having to rely on non-interest sources of income.

     Sources of non-interest operating income were a larger contributor to the Peer Group’s earnings, with such income amounting to 0.22% and 0.68% of Wauwatosa Savings’ and the Peer Group’s average assets, respectively. The Bank’s relatively low earnings contribution realized from non-interest operating income highlights the implementation of a traditional thrift operating strategy, in which diversification into areas that generate revenues from non-interest sources has been very limited. Taking non-interest operating income into account in comparing the Bank’s and the Peer Group’s earnings, Wauwatosa Savings’ efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of non-interest operating income and net interest income) of 56.8% compared favorably to the Peer Group’s efficiency ratio of 69.9%.

     Loan loss provisions had a slightly larger impact on the Bank’s earnings, with loss provisions established by Wauwatosa Savings and the Peer Group equaling 0.11% and 0.07% of average assets, respectively. The higher level of loss provisions established by the Bank was consistent with its greater degree of diversification into higher risk types of lending (see Table 3.4), as well as the Bank’s higher ratio of total loans-to-assets.

     Net gains were not a significant factor in either the Bank’s or the Peer Group’s earnings, equaling 0.04% and 0.01% of average assets for the Bank and the Peer Group, respectively. Typically, gains and losses generated from the sale of assets are viewed as earnings with a relatively high degree of volatility and, thus, are substantially discounted in the evaluation of an institution’s core earnings.

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     Taxes had a larger impact on the Bank’s earnings, which was in part attributable to the $1.8 million accrued liability related to an ongoing dispute with the Wisconsin Department of Revenue. For the twelve months ended March 31, 2005, the Bank’s and the Peer Group’s effective tax rates equaled 44.26% and 25.62%, respectively. The Bank’s normalized effective tax rate is equal to 36.50%.

Loan Composition

     Table 3.4 presents data related to the loan composition of Wauwatosa Savings and the Peer Group. In comparison to the Peer Group, the Bank’s loan portfolio composition reflected a similar concentration in the aggregate of 1-4 family loans and mortgage-backed securities (53.8% of assets versus 54.1% for the Peer Group). The Peer Group maintained a higher concentration of mortgage-backed securities, which was largely offset by the Bank’s higher concentration of 1-4 family loans. Loans serviced for others equaled 0.1% and 4.4% of the Company’s and the Peer Group’s assets, respectively, thereby indicating that mortgage banking activities were a more significant, but still relatively modest, factor for the Peer Group’s operations. The Bank’s and the Peer Group’s small balances of loans serviced for others translated into modest balances of servicing intangibles, as servicing assets equaled 0.01% and 0.02% of the Bank’s and the Peer Group’s assets, respectively.

     Diversification into higher risk and higher yielding types of lending was more significant for the Bank, largely on the basis of the Bank’s higher concentration of commercial real estate/multi-family loans. Commercial real estate/multi-family loans represented the most significant area of lending diversification for the Bank (32.1% of assets), followed by construction and land loans (6.1% of assets). Similarly, commercial real estate/multi-family loans represented the most significant area of lending diversification for the Peer Group (11.3% of assets), while construction and land loans represented a limited area of lending diversification for the Peer Group (1.4% of assets). Commercial business loans and consumer loans were more significant areas of lending diversification for the Peer Group, with such loans equaling 3.3% and 3.2% of the Peer Group’s assets, respectively. Comparatively, commercial business lending is not an area of lending diversification for the Bank and the Bank maintains only a nominal

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balance of consumer loans. Overall, the Bank’s higher ratio of loans-to-assets and greater degree of lending diversification into higher risk types of lending translated into a higher risk weighted assets-to-assets ratio of 70.4%, versus a comparable Peer Group ratio of 52.5%.

Interest Rate Risk

     Table 3.5 reflects various key ratios highlighting the relative interest rate risk exposure of the Bank versus the Peer Group companies. In terms of balance sheet composition, Wauwatosa Savings’ interest rate risk characteristics were considered to be slightly less favorable than the Peer Group’s. Most notably, Wauwatosa Savings’ lower tangible capital position and lower IEA/IBL ratio indicate a greater dependence on the yield-cost spread to sustain the net interest margin. However, a slightly lower level of non-interest earning assets represented an advantage for the Company with respect to capacity to generate net interest income and, in turn, limit the interest rate risk associated with the balance sheet. On a pro forma basis, the infusion of stock proceeds should provide the Bank with balance sheet interest rate risk characteristics that are comparable to the Peer Group’s, particularly with respect to the increases that will be realized in Bank’s equity-to-assets and IEA/IBL ratios.

     To analyze interest rate risk associated with the net interest margin, we reviewed quarterly changes in net interest income as a percent of average assets for Wauwatosa Savings and the Peer Group. In general, the more significant fluctuations in the Bank’s ratios implied that the interest rate risk associated with the Bank’s net interest income was slightly greater compared to the Peer Group’s, based on the interest rate environment that prevailed during the period covered in Table 3.5. The stability of the Bank’s net interest margin should be enhanced by the infusion of stock proceeds, as interest rate sensitive liabilities will be funding a lower portion of Wauwatosa Savings’ assets and the proceeds will be substantially deployed into interest-earning assets.

Credit Risk

     Overall, the Bank’s credit risk exposure appears to be greater than the Peer Group’s, based on the Bank’s higher ratios of non-performing loans and non-performing assets and lower

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reserve coverage ratios as a percent of loans and non-performing loans. As shown in Table 3.6, the Bank’s ratio of non-performing assets and accruing loans that are more than 90 days past due equaled 1.04% of assets, which was above the comparable Peer Group ratio of 0.45%. Non-performing loans equaled 1.07% of the Bank’s loans compared to 0.59% for the Peer Group. The Bank maintained a lower level of loss reserves as a percent of non-performing loans (35.7% versus 304.4% for the Peer Group) and as a percent of loans (0.38% versus 0.90% for the Peer Group). Net loan charge-offs were slightly lower for the Bank, as net loan charge-offs posted by the Bank and the Peer Group equaled 0.03% and 0.05% of their respective loan balances.

Summary

     Based on the above analysis, RP Financial concluded that the Peer Group forms a reasonable basis for determining the pro forma market value of Wauwatosa Savings. Such general characteristics as asset size, capital position, interest-earning asset composition, funding composition, core earnings measures, loan composition, credit quality and exposure to interest rate risk all tend to support the reasonability of the Peer Group from a financial standpoint. Those areas where differences exist will be addressed in the form of valuation adjustments to the extent necessary.

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IV. VALUATION ANALYSIS

Introduction

     This chapter presents the valuation analysis and methodology used to determine Wauwatosa Savings’ estimated pro forma market value for purposes of pricing the minority stock. The valuation incorporates the appraisal methodology promulgated by the OTS and adopted in practice by the FDIC for standard conversions and mutual holding company offerings, particularly regarding selection of the Peer Group, fundamental analysis on both the Bank and the Peer Group, and determination of the Bank’s pro forma market value utilizing the market value approach.

Appraisal Guidelines

     The OTS written appraisal guidelines specify the market value methodology for estimating the pro forma market value of an institution. The FDIC, state banking agencies and other Federal agencies have endorsed the OTS appraisal guidelines as the appropriate guidelines involving mutual-to-stock conversions. As previously noted, the appraisal guidelines for MHC offerings are somewhat different, particularly in the Peer Group selection process. Specifically, the regulatory agencies have indicated that the Peer Group should be based on the pro forma fully-converted pricing characteristics of publicly-traded MHCs, rather than on already fully-converted publicly-traded stock thrifts, given the unique differences in stock pricing of MHCs and fully-converted stock thrifts. Pursuant to this methodology: (1) a peer group of comparable publicly-traded MHC institutions is selected; (2) a financial and operational comparison of the subject company to the peer group is conducted to discern key differences; and (3) the pro forma market value of the subject company is determined based on the market pricing of the peer group, subject to certain valuation adjustments based on key differences. In addition, the pricing characteristics of recent conversions and MHC offerings must be considered.

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RP Financial Approach to the Valuation

     The valuation analysis herein complies with such regulatory approval guidelines. Accordingly, the valuation incorporates a detailed analysis based on the Peer Group, discussed in Chapter III, which constitutes “fundamental analysis” techniques. Additionally, the valuation incorporates a “technical analysis” of recently completed conversions and stock offerings of comparable MHCs, including closing pricing and aftermarket trading of such offerings. It should be noted that these valuation analyses, based on either the Peer Group or the recent conversions and MHC transactions, cannot possibly fully account for all the market forces which impact trading activity and pricing characteristics of a stock on a given day.

     The pro forma market value determined herein is a preliminary value for the Bank’s to-be-issued stock. Throughout the MHC process, RP Financial will: (1) review changes in the Bank’s operations and financial condition; (2) monitor the Bank’s operations and financial condition relative to the Peer Group to identify any fundamental changes; (3) monitor the external factors affecting value including, but not limited to, local and national economic conditions, interest rates, and the stock market environment, including the market for thrift stocks; and (4) monitor pending MHC offerings, and to a lesser extent, standard conversion offerings, both regionally and nationally. If material changes should occur prior to the close of the offering, RP Financial will evaluate if updated valuation reports should be prepared reflecting such changes and their related impact on value, if any. RP Financial will also prepare a final valuation update at the closing of the offering to determine if the prepared valuation analysis and resulting range of value continues to be appropriate.

     The appraised value determined herein is based on the current market and operating environment for the Bank and for all thrifts. Subsequent changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or major world events), which may occur from time to time (often with great unpredictability) may materially impact the market value of all thrift stocks, including Wauwatosa Savings’ value, the market value of the stocks of public MHC institutions, or Wauwatosa Savings’ value alone. To the extent a change in factors impacting the

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Bank’s value can be reasonably anticipated and/or quantified, RP Financial has incorporated the estimated impact into its analysis.

Valuation Analysis

     A fundamental analysis discussing similarities and differences relative to the Peer Group was presented in Chapter III. The following sections summarize the key differences between the Bank and the Peer Group and how those differences affect the pro forma valuation. Emphasis is placed on the specific strengths and weaknesses of the Bank relative to the Peer Group in such key areas as financial condition, profitability, growth and viability of earnings, asset growth, primary market area, dividends, liquidity of the shares, marketing of the issue, management, and the effect of government regulations and/or regulatory reform. We have also considered the market for thrift stocks, in particular new issues, to assess the impact on value of Wauwatosa Savings coming to market at this time.

1. Financial Condition

     The financial condition of an institution is an important determinant in pro forma market value because investors typically look to such factors as liquidity, capital, asset composition and quality, and funding sources in assessing investment attractiveness. The similarities and differences in the Bank’s and the Peer Group’s financial strength are noted as follows:

•   Overall A/L Composition. Loans funded by retail deposits were the primary components of both Wauwatosa Savings’ and the Peer Group’s balance sheets. The Bank’s interest-earning asset composition exhibited a higher concentration of loans and a greater degree of diversification into higher risk and higher yielding types of loans. Overall, the Bank’s asset composition provided for a higher yield earned on interest-earning assets and a higher risk weighted assets-to-assets ratio than maintained by the Peer Group. Wauwatosa Savings’ funding composition reflected a higher level of deposits and a lower level of borrowings than the comparable Peer Group ratios; although, the Peer Group’s overall cost of funds was lower than the Bank’s, in light of the high concentration of CDs that comprise the Bank’s deposit composition. Overall, as a percent of assets, the Bank maintained a comparable level of interest-earning assets and a higher level of interest-bearing liabilities compared to the Peer Group’s ratios, which provided for a higher IEA/IBL ratio for the Peer Group. After factoring in the impact of the net stock proceeds, the Bank’s IEA/IBL ratio will be more comparable to the

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	Peer Group’s ratio. On balance, RP Financial concluded that asset/liability composition was a neutral factor in our slight downward adjustment for financial condition.
•	Credit Quality. In comparison to the Peer Group, the Bank maintained higher non-performing loans and non-performing assets ratios. Loss reserves maintained as a percent of non-performing loans and loans were higher for the Peer Group. Net loan charge-offs were slightly higher for the Peer Group. As noted above, the Bank has a higher credit risk profile, reflecting its higher loans-to-assets ratio and more significant diversification into higher risk types of lending. Overall, in comparison to the Peer Group, the Bank’s credit quality was considered to be less favorable than the Peer Group’s, which contributed to a slight downward adjustment for financial condition.
•	Balance Sheet Liquidity. The Peer Group operated with a higher level of cash and investment securities relative to the Bank (41.0% of assets versus 8.8% for the Bank). Following the infusion of stock proceeds, the Bank’s cash and investments ratio is expected to increase as the proceeds retained at the holding company level will be initially deployed into investments. The Bank’s future borrowing capacity was considered to be fairly comparable to the Peer Group’s, as both the Bank and the Peer Group were considered to have ample borrowing capacities based on their current ratios of borrowings-to-assets. On balance, RP Financial concluded that balance sheet liquidity was a neutral factor in our slight downward adjustment for financial condition.
•	Funding Liabilities. The Bank’s interest-bearing funding composition reflected a higher concentration of deposits and a lower concentration of borrowings relative to the comparable Peer Group ratios. Notwithstanding, the Peer Group’s greater utilization of borrowings, Wauwatosa Savings’ overall cost of funds was higher than the Peer Group’s as lower costing savings and transaction accounts constituted a very small portion of the Bank’s deposit composition. In total, the Bank maintained a higher level of interest-bearing liabilities than the Peer Group, which was attributable to Wauwatosa Savings’ lower capital position. Following the stock offering, the increase in the Bank’s capital position should provide Wauwatosa Savings with a comparable level of interest-bearing liabilities as maintained by the Peer Group. While the Bank’s total level of interest-bearing liabilities will be comparable to the Peer Group’s on a pro forma basis, the high concentration of CDs in the Bank’s deposit base can be expected to continue to translate into a higher cost of funds than maintained by the Peer Group. Overall, RP Financial concluded that this contributed to a slight downward adjustment for financial condition.
•	Capital. The Peer Group operates with a higher equity-to-assets ratio than the Bank. However, following the stock offering, Wauwatosa Savings’ pro forma capital position will be comparable to the Peer Group’s equity-to-assets ratio. The increase in the Bank’s pro forma capital position will result in greater leverage potential and reduce the level of interest-bearing liabilities utilized to fund assets.

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At the same time, the Bank more significant capital surplus will likely result in a lower ROE. On balance, RP Financial concluded that capital strength was a neutral factor in our slight downward adjustment for financial condition.

     On balance, Wauwatosa Savings’ pro forma balance sheet strength was considered to be less favorable than the Peer Group’s in the areas of credit quality and funding liabilities. Accordingly, a slight downward adjustment was applied for the Bank’s financial condition.

2. Profitability, Growth and Viability of Earnings

     Earnings are a key factor in determining pro forma market value, as the level and risk characteristics of an institution’s earnings stream and the prospects and ability to generate future earnings heavily influence the multiple that the investment community will pay for earnings. The major factors considered in the valuation are described below.

•   Reported Earnings. The Bank’s reported earnings were comparable to the Peer Group’s on a ROAA basis (0.72% of average assets versus 0.65% for the Peer Group). The Bank maintained a stronger net interest margin and a lower level of operating expenses, which was largely offset by the Peer Group’s higher level of non-interest operating income, lower level of loan loss provisions and lower effective tax rate. The Bank’s effective tax rate was higher than the Peer Group’s due in part to a one time tax expense recorded as an accrued liability related to a dispute with the Wisconsin Department of Revenue. Reinvestment of stock proceeds into interest-earning assets will serve to increase the Bank’s earnings, with the benefit of reinvesting proceeds expected to be somewhat offset by higher operating expenses associated with operating as a publicly-traded company and the implementation of stock benefit plans. Given that the Bank’s ROAA would have been higher after factoring out the non-recurring tax expense, the Bank’s reported earnings contributed to the slight upward adjustment for the Company’s profitability growth and viability of earnings.

•   Core Earnings. Both the Bank’s and the Peer Group’s earnings were derived largely from recurring sources, including net interest income, operating expenses, and non-interest operating income. In these measures, the Bank operated with a higher net interest margin, a lower operating expense ratio and a lower level of non-interest operating income. The Bank’s higher net interest margin and lower level of operating expenses translated into a higher expense coverage ratio (1.64x versus 1.15x for the Peer Group). Similarly, the Bank’s efficiency ratio of 56.8% was more favorable than the Peer Group’s efficiency ratio of 69.9%, as the Bank’s higher net interest margin and lower operating expense ratio more than offset the Peer Group’s higher non-interest operating income ratio. Loss provisions had a slightly larger impact on the Bank’s earnings, while the Bank’s

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	effective tax rate was above the Peer Group’s effective rate even after factoring out the one time tax expense reflected in the Bank’s current effective tax rate. Overall, these measures, as well as the expected earnings benefit the Bank should realize from the redeployment of stock proceeds into interest-earning assets, indicate that the Bank’s core earnings were more favorable than the Peer Group’s. This contributed to RP Financial’s slight upward adjustment for the Bank’s profitability, growth and viability of earnings.
•	Interest Rate Risk. Quarterly changes in the Bank’s and the Peer Group’s net interest income to average assets ratios indicated that a slightly higher degree of volatility was associated with the Bank’s net interest margin. Other measures of interest rate risk, such as capital ratios and IEA/IBL ratios were more favorable for the Peer Group, thereby indicating a lower dependence on the yield-cost spread to sustain net interest income. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with equity-to-assets and IEA/ILB ratios that are comparable to the Peer Group ratios, as well as enhance the stability of the Bank’s net interest margin through the reinvestment of stock proceeds into interest-earning assets. On balance, this was a neutral factor in the slight upward adjustment for profitability, growth and viability of earnings.
•	Credit Risk. Loan loss provisions were a slightly larger factor in the Bank’s earnings. In terms of future exposure to credit quality related losses, lending diversification into higher risk types of loans was greater for the Bank. The Bank’s and the Peer Group’s credit quality measures indicated that the Bank maintained a higher level of non-performing assets and a lower level of loss reserves as a percent of non-performing loans and loans. On balance, RP Financial concluded that credit risk was a negative factor in our slight upward adjustment for profitability, growth and viability of earnings.
•	Earnings Growth Potential. Several factors were considered in assessing earnings growth potential. First, the Bank’s historical growth was stronger than the Peer Group’s. Second, the infusion of stock proceeds will provide the Bank with comparable growth potential through leverage as currently maintained by the Peer Group. Lastly, the Peer Group’s more diversified revenue sources provide greater earnings growth potential and sustainability when net interest income ratios come under pressure as the result of higher interest rates. Overall, the Bank’s earnings growth potential appears to be comparable to the Peer Group’s, and, thus, we considered this to be a neutral factor in our slight upward adjustment for profitability, growth and viability of earnings.
•	Return on Equity. Currently, the Bank’s ROE is above the Peer Group’s ROE, even when including the impact of the one time tax expense. As the result of the significant increase in capital that will be realized from the infusion of net stock proceeds into the Bank’s equity, the Bank’s pro forma return equity on a core earnings basis will be more comparable to the Peer Group’s ROE. Accordingly, this was a neutral factor in the slight upward adjustment for profitability, growth and viability of earnings.

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     Overall, the downward adjustment applied for the Bank’s credit risk somewhat negated the Bank’s more favorable core earnings. Accordingly, on balance, we believe a slight upward valuation adjustment was warranted for profitability, growth and viability of earnings.

3. Asset Growth

     Wauwatosa Savings’ asset growth was stronger than the Peer Group’s for the period covered in our comparative analysis (11.4% growth versus 6.4% growth for the Peer Group). Asset growth for both the Bank and the Peer Group was driven by loan growth, with the Bank posting a slightly higher loan growth rate compared to the Peer Group. On a pro forma basis, the Bank’s tangible equity-to-assets ratio will be comparable to the Peer Group’s tangible equity-to-assets ratio, indicating comparable leverage capacity for the Bank. Accordingly, on balance, we believe a slight upward valuation adjustment was warranted for this factor.

4. Primary Market Area

     The general condition of an institution’s market area has an impact on value, as future success is in part dependent upon opportunities for profitable activities in the local market served. Wauwatosa Savings’ primary market area for deposits and loans is considered to be where the Bank maintains a branch presence in the counties of Milwaukee and Waukesha, as well as throughout the Milwaukee metropolitan area. Milwaukee County is a more densely populated urban market that has been experiencing limited or no growth in recent years, while Waukesha County is a faster growing suburban market. Competition faced by the Bank for loans and deposits is significant, which includes other locally-based thrifts, as well as regional and super regional banks that are based in Milwaukee or Chicago.

     The majority of the Peer Group companies serve less populous and faster growing counties compared to Milwaukee County, while Waukesha County’s demographic and growth characteristics compare favorably to the majority the markets served by the Peer Group companies. The average and median deposit market shares maintained by the Peer Group companies were higher than the Bank’s market share of deposits in Milwaukee County and Waukesha County. In general, the degree of competition faced by the Peer Group companies

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was viewed as less than experienced in the Bank’s primary market area, while the growth potential in the markets served by the Peer Group companies was for the most part viewed as comparable to or more favorable than was indicated for the Bank’s primary market area. Summary demographic and deposit market share data for the Bank and the Peer Group companies is provided in Exhibit III-3. As shown in Table 4.1, March 2005 unemployment rates for the majority of the markets served by the Peer Group companies were generally comparable to the unemployment rate reflected for Milwaukee County. On balance, we concluded that a slight downward adjustment was appropriate for the Bank’s market area.

Table 4.1
Market Area Unemployment Rates
Wauwatosa Savings Bank and the Peer Group Companies(1)

		March 2005
	County	Unemployment
Wauwatosa Savings - WI	Milwaukee	6.0%
The Peer Group
Alliance Bank MHC — PA	Delaware		5.2	%
BCSB Bankcorp MHC — MD	Baltimore		4.6
Charter Financial MHC — GA	Troup		6.6
Cheviot Financial MHC — OH	Hamilton		5.9
Clifton Savings MHC — NJ	Passaic		5.7
Greene Co. Bancorp MHC — NY	Greene		4.8
K-Fed Bancorp MHC — CA	LosAngeles		5.6
Oneida Financial MHC — NY	Madison		5.9
Pathfinder Bancorp MHC — NY	Oswego		6.8
Westfield Financial MHC — MA	Hampden		6.3

     (1) Unemployment rates are not seasonally adjusted.

     Source: U.S. Bureau of Labor Statistics.

5. Dividends

     At this time the Bank has not established a dividend policy. Future declarations of dividends by the Board of Directors will depend upon a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax considerations, minimum

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capital requirements, regulatory limitations, stock market characteristics and general economic conditions.

     All ten of the Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 1.54% to 3.64%. The average dividend yield on the stocks of the Peer Group institutions equaled 2.41% as of May 20, 2005. As of May 20, 2005, approximately 89% of all publicly-traded thrifts had adopted cash dividend policies (see Exhibit IV-1), exhibiting an average yield of 2.22%. The dividend paying thrifts generally maintain higher than average profitability ratios, facilitating their ability to pay cash dividends.

     Our valuation adjustment for dividends for Wauwatosa Savings as a MHC also considered the regulatory policy with regard to waiver of dividends by the MHC. Given that Wauwatosa Holdings will be a bank holding company, the MHC will not be able to waive dividends under current Federal Reserve Board policy, unlike nine out of the ten Peer Group holding companies that are OTS regulated. Accordingly, upon implementation of a dividend policy, the Bank will pay dividends on 100% of the shares outstanding. Payment of dividends on 100% of the shares outstanding will result in a comparatively higher payout ratio for the Bank to pay a dividend comparable to the Peer Group’s average dividend yield. Accordingly, the Bank’s dividend paying capacity is viewed as more limited than the Peer Group’s.

     The Bank will have the capacity to pay a dividend comparable to the Peer Group’s average dividend yield based on pro forma earnings and capitalization, but such a dividend policy would result in a comparatively higher payout ratio for the Bank. On balance, we concluded that a slight downward adjustment is warranted for purposes of dividends relative to the Peer Group.

     6. Liquidity of the Shares

     The Peer Group is by definition composed of companies that are traded in the public markets. Nine of the Peer Group members trade on the NASDAQ system and one of the Peer Group companies trades on the AMEX. Typically, the number of shares outstanding and market capitalization provides an indication of how much liquidity there will be in a particular stock. The market capitalization of the Peer Group companies, based on the shares issued and

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outstanding to public shareholders (i.e., excluding the majority ownership interest owned by the respective MHCs) ranged from $13.4 million to $144.3 million as of May 20, 2005, with average and median market values of $61.8 million and $44.8 million, respectively. The shares issued and outstanding to the public shareholders of the Peer Group members ranged from 688,000 to 13.7 million, with average and median shares outstanding of 4.0 million and 3.5 million, respectively. The Bank’s minority stock offering is expected to have a pro forma market value and shares outstanding that will be in the upper end of the comparable Peer Group measures. Like the majority of the Peer Group companies, the Bank’s stock will be quoted on the NASDAQ National Market System following the stock offering. Overall, we anticipate that the Bank’s public stock will have a comparable trading market as the Peer Group companies on average and, therefore, concluded no adjustment was necessary for this factor.

7. Marketing of the Issue

     Three separate markets exist for thrift stocks: (1) the after-market for public companies, both fully-converted stock companies and MHCs, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (2) the new issue market in which converting thrifts are evaluated on the basis of the same factors but on a pro forma basis without the benefit of prior operations as a publicly-held company and stock trading history; and (3) the thrift acquisition market. All three of these markets were considered in the valuation of the Bank’s to-be-issued stock.

     A. The Public Market

          The value of publicly-traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations. Exhibit IV-1 provides pricing and financial data on all publicly-traded thrifts. In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected rates of economic growth, regulatory issues and stock market conditions in general. Exhibit IV-2 displays historical stock market trends for various indices and includes historical stock price index values for thrifts and commercial banks. Exhibit IV-3 displays historical stock price indices for thrifts only.

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          In terms of assessing general stock market conditions, the performance of the overall stock market has been mixed over the past year. A downward trend in stocks prevailed through most of May 2004 on concerns about higher oil prices, violence in the Middle East and higher interest rates. Stocks rebounded in late-May, primarily on the basis of higher corporate earnings and lower oil prices. Strong employment data for May combined with lower oil prices and favorable inflation data provided for a positive trend in the broader market through mid-June. Stocks traded in a narrow range through the end of the second quarter, as investors awaited the outcome of the Federal Reserve meeting at the end of June.

          Rising oil prices and profit warnings from some technology companies caused major stock indices to fall at the start of the third quarter of 2004. Stocks continued to trend lower through most of July, as a slow down in the economic expansion raised concerns about future earnings growth. Strong consumer confidence numbers for July reversed the downward trend in stocks during the last week of July, with the Dow Jones Industrial Average (“DJIA”) closing up for the week for the first time since mid-June. The recovery in the stock market was short-lived, as record high oil prices, weak retail sales for July and weaker than expected job growth for July pulled stocks lower in early-August. A positive economic outlook by the Federal Reserve and bargain hunting supported gains in the stock market during mid-August, as the DJIA moved back above the 10000 barrier. The DJIA hit a six week high in late-August, which was supported by a drop in oil prices. After the DJIA closed at a two month high in early-September, based on hopes for favorable employment numbers for August, the broader stock market traded in a narrow range through mid-September. Concerns that rising oil prices would hurt the economy and reduce corporate earnings pressured stocks lower in late-September.

          Stocks rallied at the start of the fourth quarter of 2004, largely on the basis of a rebound in technology stocks due to an upbeat outlook for third quarter earnings. Higher oil prices and allegations of improprieties in the insurance industry pressured the DJIA to its lowest level of the year in late-October. Lower oil prices reversed the downward trend in stock at the close of October. The election outcome, a rise in consumer confidence and a strong jobs report for October extended the stock market rally into mid-November, as the DJIA hit a seven month high. Concerns about the falling dollar and a sharp rise in October producer prices temporarily dampened the stock market rally in late-November, but then stocks recovered in early-December

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on a sharp decline on oil prices. Some favorable economic data, including a strong report on December consumer confidence and a five-month low in new unemployment claims, helped to extend the rally through the end of the year as the DJIA move to a three and one-half year high.

          The broader stock market started 2005 in a downward trend, as investors reacted negatively to some disappointing economic data and indications by the Federal Reserve that it was likely to keep raising rates because of wariness about inflation. Concerns about slowing profit growth, weaker than expected growth in the fourth quarter of 2004 and the elections in Iraq extended the downward trend through mid-January. After three straight weekly declines, the DJIA edged higher in the last week of January on some upbeat earnings reports and a better than expected consumer confidence index. The positive trend in the broader stock market continued during the first half of February, as the Federal Reserve’s quarter-point rate increase contained no surprises, oil prices declined and January retail sale beat expectations. The broader stock market had an uneven performance during the second half of February, reflecting concerns about inflation, higher oil prices and a weak dollar.

          Despite surging oil prices, the DJIA moved back into positive territory for the year in early-March 2005. Strong job growth reflected in the February employment data and better than expected retail sales for February were factors that contributed to the positive move in stocks during the first week of March. Higher oil prices and interest rates pressured stocks lower in mid-March, as rising commodity prices rekindled inflation fears. The downturn in stocks continued going into the second half of March, as stocks were weighed down by news of a record U.S. trade deficit in 2004, General Motors’ warning that earnings would be significantly below an earlier forecast and record high oil prices. Increased expectations of higher interest rates further depressed stocks in late-March, as the Federal Reserve surprised investors by signaling for the first time in more than four years that it was concerned with inflation. As expected, the Federal Reserve concluded its March meeting by raising its target for the federal funds rate to 2.75% from 2.5%. After dropping to a two-month low, a decline in oil prices helped lift the DJIA to its biggest one-day gain for the year at the end of March 2005. However, the first quarter of 2005 still showed a decline in the DJIA for the third year in a row.

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          Weaker-than-expected job growth reflected in the March 2005 employment data pushed stocks lower at the start of the second quarter. Following a brief rally in early-April, the broader stock market moved to a five-month low in mid-April. The sell-off was based on concerns of a slowing U.S. economy, higher inflation and rising oil prices. Comparatively, economic data which showed a decline in initial jobless claims, a pick-up in Mid-Atlantic manufacturing activity and strong new home sales combined with some favorable first quarter earnings reports fueled a sharp rise in the stock market heading into late-April. A stronger-than-expected employment report for April, optimism about interest rates and a big planned purchase of General Motors shares helped to lift stocks in early-May. Gains in the broader stock market generally continued into mid-May, as the trade deficit fell sharply in March, oil prices dropped and the economy showed signs of sustaining growth with low inflation. As an indication of the general trends in the nation’s stock markets over the past year, as of May 20, 2005, the DJIA closed at 10471.91 an increase of 5.1% from one year ago and a decline of 2.9% year-to-date, and the NASDAQ closed at 2046.42, an increase of 7.0% from one year ago and a decline of 5.9% year-to-date. The Standard & Poors 500 Index closed at 1189.28 on May 20, 2005 an increase of 8.8% from one year ago and a decline of 1.9% year-to-date.

          The market for thrift stocks has been mixed during the past twelve months, but, in general, thrift stocks have appreciated and declined in conjunction with the broader market. After declining in early-May 2004, thrift stocks recovered modestly in mid-May as the yield on 10-year Treasury note declined slightly. Acquisition speculation involving the sale of Washington Mutual lifted the thrift sector higher in late-May. Thrift stocks generally retreated during the first half of June, as the yield on the 10-year Treasury note moved to a two-year high on inflation concerns. Following the sharp sell-off, thrift stocks rebounded as a moderate increase in core consumer prices during may and comments by the Federal Reserve Chairman that inflation was not viewed to be a serious problem eased fears of a sharp rise in inflation. Acquisition activity helped to boost thrift stocks in late-June, but the upward trend was abruptly reversed at the end of June as a significant decline in Washington Mutual’s 2004 earnings guidance pulled the broader thrift sector lower.

     Thrift stocks responded favorably to the 25 basis point rate increase implemented by the Federal Reserve at the close of the second quarter of 2004, as the Federal Reserve

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indicated that it would continue to raise the federal funds rate 25 basis points at a time. June employment data which showed weaker-than-expected job growth also provided support to thrift stocks in early-July. For most of July there was little movement in thrift stocks, as second quarter earnings were generally in line with expectations. A rally in the broader market in late-July provided a boost to thrift stocks as well. Thrift issues traded down with the rest of the market in early-August, although losses in the thrift sector were mild compared to the sell-off experienced in the boarder market as weaker than expected job growth for July pushed interest rates lower. Improved inflation data, lower interest rates and a rally in the broader stock market combined to push the thrift sector higher in mid-August. Thrift stocks sustained a positive trend in late-August, which was fueled by lower interest rates and strength in the broader stock market. The upward trend in thrift prices continued through mid-September, as September employment data matched expectations and inflation remained low. Thrift stocks edged lower at the close of the third quarter, which was largely attributable to weakness in the broader stock market.

          Thrift issues also rebounded in conjunction with the broader stock market rally at the start of the fourth quarter of 2004. After trading in a narrow range into mid-October, thrift stocks moved lower on some disappointing third quarter earnings and lower guidance on future earnings due to margin compression resulting from a flatter yield curve. The rally in the boarder stock market and the Federal Reserve’s indication that inflation risks were well contained fueled gains in the thrift sector during the first half of November. Trading activity in thrift stocks was mixed during late-November, as the rally lost steam on some profit taking and higher than expected inflation data for October. Thrift issues followed the broader market higher in early-December and then declined modestly into a narrow trading range through late-December. The year end rally in the broader stock market provided a slight boost to thrift prices as well.

          The market for thrift stocks was mixed at the start of 2005, but, in general, thrift stocks eased lower during January. Fourth quarter earnings for the thrift sector were generally in line with expectations, but concerns about higher interest rates and margin compression hindered thrift stocks throughout most of January. Thrift stocks followed the broader market higher in early-February, but then eased slightly in mid-February as long-term interest rates spiked-up following an unexpected surge in the January 2005 wholesale core inflation rate. Comparatively, tame inflation data reflected in the January consumer price index provided a boost to the thrift

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sector in late-February. Thrift stocks followed the broader market higher in early-March, as long-term interest rates declined slightly. Likewise, thrift stocks declined in conjunction with broader market during mid-March on the spike-up in long-term interest rates and signals from the Federal Reserve that it was becoming more concerned about inflation. Thrift stocks participated in the broader market rally at the close of the first quarter, with the SNL Thrift Index posting a one-day gain of 1.3% compared to 1.1% gain for the DJIA.

          Thrift issues started the second quarter trading in a narrow range and then followed the broader market lower in mid-April reflecting concerns that first quarter earnings in the thrift sector would show the negative effects of net interest margin compression resulting from the flattening of the yield curve. Acquisition speculation involving some large thrifts and a strong report on new home sales in March provided a boost to thrift stocks in late-April. Thrift stocks continued to show strength at the beginning of May, as long-term Treasury yields headed higher on news that the U.S. Treasury Department was considering bringing back the 30-year Treasury bond. Surprisingly strong job growth cooled off the thrift rally at the end of the first week of May. Thrift stocks rebounded in mid-May on strength in the broader market and a smaller than expected increase in the April consumer price index, which served to ease inflation concerns. On May 20, 2005, the SNL Index for all publicly-traded thrifts closed at 1,556.9, an increase of 6.0% from one year ago and a decline of 3.0% year-to-date. The SNL MHC Index closed at 2,755.1 on May 20, 2005, an increase of 8.0% from one year ago and a decline of 6.0% year-to-date.

     B. The New Issue Market

          In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the Bank’s pro forma market value. The new issue market is separate and distinct from the market for seasoned thrift stocks in that the pricing ratios for converting issues are computed on a pro forma basis, specifically: (1) the numerator and denominator are both impacted by the conversion offering amount, unlike existing stock issues in which price change affects only the numerator; and (2) the pro forma pricing ratio incorporates assumptions regarding source and use of proceeds, effective tax rates, stock plan purchases, etc. which impact pro forma financials, whereas pricing for existing issues

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are based on reported financials. The distinction between pricing of converting and existing issues is perhaps no clearer than in the case of the price/book (“P/B”) ratio in that the P/B ratio of a converting thrift will typically result in a discount to book value whereas in the current market for existing thrifts the P/B ratio often reflects a premium to book value. Therefore, it is appropriate to also consider the market for new issues, both at the time of the conversion and in the aftermarket.

          After experiencing a fairly strong market during 2004 and early-2005, the new issue market for thrift stocks has not been as strong for the recent thrift offerings completed. Most notably, a number of recent thrift offerings are currently trading below their IPO prices. As shown in Table 4.2, two standard conversions, two second-step conversions and five mutual holding company offerings were completed during the past three months. The mutual holding company offerings are considered to be more relevant for purposes of our analysis. All five of the MHC offerings were closed at the top of the super range. On a fully-converted basis, the average closing pro forma price/tangible book ratio of the recent MHC offerings equaled 88.0%. On average, the prices of the recent MHC offerings reflected price appreciation of 2.0% after the first week of trading and then reflected a 1.7% decline in price after one month of trading.

          Shown in Table 4.3 are the current pricing ratios for the three companies that have completed fully-converted offerings during the past three months and are traded on NASDAQ or an Exchange. Two of the offerings were second-step conversions (First Fed of Northern Michigan and Rome Bancorp) and the one standard conversion offering (Benjamin Franklin Bancorp) involved a simultaneous acquisition, thereby placing an upward bias on the P/TB ratio compared to the P/TB ratio for a standard conversion without an acquisition. The current average P/TB ratio of the publicly-traded recent conversions equaled 106.73%. Notably, the two second-step conversions were trading below their IPO prices and Benjamin Franklin Bancorp was trading just fractionally above its IPO price.

     C. The Acquisition Market

          Also considered in the valuation was the potential impact on Wauwatosa Savings’ stock price of recently completed and pending acquisitions of other savings institutions operating

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in Wisconsin. As shown in Exhibit IV-4, between the beginning of 2000 through year-to-date 2005, there were seven Wisconsin thrift acquisitions completed from the beginning of 2000 through year-to-date 2005, and there are currently no acquisitions pending for Wisconsin savings institutions. To the extent that speculation of a re-mutualization may impact the Bank’s valuation, we have largely taken this into account in selecting companies which operate in the MHC form of ownership. Accordingly, the Peer Group companies are considered to be subject to the same type of acquisition speculation that may influence Wauwatosa Savings trading price.

* * * * * * * * * * *

          In determining our valuation adjustment for marketing of the issue, we considered trends in both the overall thrift market, the new issue market including the new issue market for MHC shares and the local acquisition market for thrift stocks. Taking these factors and trends into account, RP Financial concluded that no adjustment was appropriate in the valuation analysis for purposes of marketing of the issue.

8. Management

     Wauwatosa Savings’ management team appears to have experience and expertise in all of the key areas of the Bank’s operations. Exhibit IV-5 provides summary resumes of Wauwatosa Savings’ Board of Directors and senior management. The financial characteristics of the Bank suggest that the Board and senior management have been effective in implementing an operating strategy that can be well managed by the Bank’s present organizational structure. The Bank currently does not have any senior management positions that are vacant.

     Similarly, the returns, capital positions and other operating measures of the Peer Group companies are indicative of well-managed financial institutions, which have Boards and management teams that have been effective in implementing competitive operating strategies. Therefore, on balance, we concluded no valuation adjustment relative to the Peer Group was appropriate for this factor.

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9. Effect of Government Regulation and Regulatory Reform

     In summary, as a federally-insured savings bank operating in the MHC form of ownership, Wauwatosa Savings will operate in substantially the same regulatory environment as the Peer Group members — all of whom are adequately capitalized institutions and are operating with no apparent restrictions. Exhibit IV-6 reflects the Bank’s pro forma regulatory capital ratios. The one difference noted between Wauwatosa Savings and all but one of the Peer Group companies that operate as OTS regulated holding companies was in the area of regulatory policy regarding dividend waivers (see the discussion above for “Dividends”). Since this factor was already accounted for in the “Dividends” section of this appraisal, no further adjustment has been applied for the effect of government regulation and regulatory reform.

Summary of Adjustments

     Overall, based on the factors discussed above, we concluded that the Bank’s pro forma market value should reflect the following valuation adjustments relative to the Peer Group:

Key Valuation Parameters:	Valuation Adjustment
Financial Condition	Slight Downward
Profitability, Growth and Viability of Earnings	Slight Upward
Asset Growth	Slight Upward
Primary Market Area	Slight Downward
Dividends	Slight Downward
Liquidity of the Shares	No Adjustment
Marketing of the Issue	No Adjustment
Management	No Adjustment
Effect of Government Regulations and Regulatory Reform	No Adjustment

Basis of Valuation — Fully-Converted Pricing Ratios

     As indicated in Chapter III, the valuation analysis included in this section places the Peer Group institutions on equal footing by restating their financial data and pricing ratios on a “fully-converted” basis. We believe there are a number of characteristics of MHC shares that make them different from the shares of fully-converted companies. These factors include: (1) lower aftermarket liquidity in the MHC shares since less than 50% of the shares are available for

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trading; (2) no opportunity for public shareholders to exercise voting control; (3) the potential pro forma impact of second-step conversions on the pricing of MHC institutions; (4) the regulatory policies regarding the dividend waiver policy by MHC institutions; and (5) the middle-tier structure maintained by most MHCs facilitates the ability for stock repurchases. The above characteristics of MHC shares have provided MHC shares with different trading characteristics versus fully-converted companies. To account for the unique trading characteristics of MHC shares, RP Financial has placed the financial data and pricing ratios of the Peer Group on a fully-converted basis to make them comparable for valuation purposes. Using the per share and pricing information of the Peer Group on a fully-converted basis accomplishes a number of objectives. First, such figures eliminate distortions that result when trying to compare institutions that have different public ownership interests outstanding. Secondly, such an analysis provides ratios that are comparable to the pricing information of fully-converted public companies, and more importantly, are directly applicable to determining the pro forma market value range of the 100% ownership interest in Wauwatosa Savings as an MHC. Lastly, such an analysis allows for consideration of the potential dilutive impact of dividend waiver policies adopted by the Federal agencies. This technique is validated by the investment community’s evaluation of MHC pricing, which also incorporates the pro forma impact of a second-step conversion based on the current market price.

     To calculate the fully-converted pricing information for MHCs, the reported financial information for the public MHCs must incorporate the following assumptions, based on completed second step conversions to date: (1) all shares owned by the MHC are assumed to be sold at the current trading price in a second step-conversion; (2) the gross proceeds from such a sale are adjusted to reflect reasonable offering expenses and standard stock based benefit plan parameters that would be factored into a second-step conversion of MHC institutions; (3) net proceeds are assumed to be reinvested at market rates on a tax effected basis; and (4) the public ownership interest is adjusted to reflect the pro forma impact of the waived dividends pursuant to applicable regulatory policy. Book value per share and earnings per share figures for the public MHCs were adjusted by the impact of the assumed second step-conversion, resulting in an estimation of book value per share and earnings per share figures on a fully-converted basis.

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Table 4.4 on the following page shows the calculation of per share financial data (fully-converted basis) for each of the ten public MHC institutions that form the Peer Group.

Valuation Approaches: Fully-Converted Basis

     In applying the accepted valuation methodology promulgated by the OTS and adopted by the FDIC, i.e., the pro forma market value approach, including the fully-converted analysis described above, we considered the three key pricing ratios in valuing Wauwatosa Savings’ to-be-issued stock — price/earnings (“P/E”), price/book (“P/B”), and price/assets (“P/A”) approaches — all performed on a pro forma basis including the effects of the stock proceeds. In computing the pro forma impact of the conversion and the related pricing ratios, we have incorporated the valuation parameters disclosed in Wauwatosa Savings’ prospectus for reinvestment rate, effective tax rate, stock benefit plan assumptions and the Foundation (summarized in Exhibits IV-7 and IV-8). Pursuant to the minority stock offering, we have also incorporated the valuation parameters disclosed in Wauwatosa Savings’ prospectus for offering expenses. The assumptions utilized in the pro forma analysis in calculating the Bank’s full conversion value were consistent with the assumptions utilized for the minority stock offering, except expenses were assumed to equal 2.0% of gross proceeds.

     In our estimate of value, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group, recent conversions and MHC offerings.

     RP Financial’s valuation placed an emphasis on the following:

•   P/E Approach. The P/E approach is generally the best indicator of long-term value for a stock. Given the similarities between the Bank’s and the Peer Group’s earnings composition and overall financial condition, the P/E approach was carefully considered in this valuation. At the same time, recognizing that (1) the earnings multiples will be evaluated on a pro forma fully-converted basis for the Bank as well as for the Peer Group; and (2) the Peer Group on average has had the opportunity to realize the benefit of reinvesting the minority offering proceeds, we also gave weight to the other valuation approaches.

•   P/B Approach. P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, particularly in the context of an initial public offering, as the earnings approach involves assumptions regarding the use of proceeds. RP Financial

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considered the P/B approach to be a valuable indicator of pro forma value taking into account the pricing ratios under the P/E and P/A approaches. We have also modified the P/B approach to exclude the impact of intangible assets (i.e., price/tangible book value or “P/TB”), in that the investment community frequently makes this adjustment in its evaluation of this pricing approach.

•

P/A Approach. P/A ratios are generally a less reliable indicator of market value, as investors typically assign less weight to assets and attribute greater weight to book value and earnings. Furthermore, this approach as set forth in the regulatory valuation guidelines does not take into account the amount of stock purchases funded by deposit withdrawals, thus understating the pro forma P/A ratio. At the same time, the P/A ratio is an indicator of franchise value, and, in the case of highly capitalized institutions, high P/A ratios may limit the investment community’s willingness to pay market multiples for earnings or book value when ROE is expected to be low.

     The Bank will adopt Statement of Position (“SOP”) 93-6, which will cause earnings per share computations to be based on shares issued and outstanding excluding unreleased ESOP shares. For purposes of preparing the pro forma pricing analyses, we have reflected all shares issued in the offering, including all ESOP shares, to capture the full dilutive impact, particularly since the ESOP shares are economically dilutive, receive dividends and can be voted. However, we did consider the impact of the adoption of SOP 93-6 in the valuation.

     Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed above, RP Financial concluded that as of May 20, 2005, the pro forma market value of Wauwatosa Savings’ full conversion offering, taking into account the dilutive impact of the stock contribution to the Foundation, equaled $230,000,000 at the midpoint, equal to 23,000,000 shares at $10.00 per share.

               1. Price-to-Earnings (“P/E”). The application of the P/E valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/E multiple (fully-converted basis) to the pro forma earnings base. In applying this technique, we considered both reported earnings and a recurring earnings base, that is, earnings adjusted to exclude any one-time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment of the net proceeds. The Bank’s reported earnings equaled $9.202 million for the twelve months ended March 31, 2005. In deriving Wauwatosa Savings’ core earnings, the adjustments made to reported earnings were to eliminate net gains on the sale of investments and other assets, which equaled

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$60,000 and $485,000, respectively, and to eliminate the one-time tax expense adjustment of $1.838 million. As shown below, on a tax effected basis, assuming an effective marginal tax rate of 36.5% for the gains on sale investments and other assets, the Bank’s core earnings were determined to equal $10.694 million for the twelve months ended March 31, 2005. (Note: see Exhibit IV-9 for the adjustments applied to the Peer Group’s earnings in the calculation of core earnings).

	Amount
	($000)
Net income	$	9,202
Less: Gain on sale of land(1)		(308	)
Less: Gain on sale of investments(1)		(38	)
Add back: One time tax expense		1,838
Core earnings estimate	$	10,694

     (1) Tax effected at 36.5%.

     Based on Wauwatosa Savings’ reported and estimated core earnings and incorporating the impact of the pro forma assumptions discussed previously, the Bank’s pro forma reported and core P/E multiples (fully-converted basis) at the $230.0 million midpoint value equaled 24.81 times and 21.37 times, respectively, which provided for discounts of 7.1% and 29.7% relative to the Peer Group’s average reported and core P/E multiples (fully-converted basis) of 26.70 times and 30.39 times, respectively (see Table 4.5). At the top of the superrange, the Bank’s reported and core P/E multiples equaled 32.73 times and 28.20 times, respectively. In comparison to the Peer Group’s average reported and core P/E multiples, the Bank’s P/E multiples at the top of the superrange reflected a premium of 22.6% and a discount of 7.2% on a reported and core earnings basis, respectively.

     On an MHC reported basis, the Company’s reported and core P/E multiples at the midpoint value of $230.0 million equaled 24.98 times and 21.50 times, respectively. The Company’s reported and core P/E multiples provided for discounts of 21.9% and 34.8% relative to the Peer Group’s average reported and core P/E multiples of 31.97 times and 32.99 times, respectively. The Company’s implied MHC pricing ratios relative to the MHC pricing ratios for

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the Peer Group are shown in Table 4.6, and the pro forma calculations are detailed in Exhibits IV-10 and Exhibit IV-11.

     2. Price-to-Book (“P/B”). The application of the P/B valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/B ratio, as derived from the Peer Group’s P/B ratio (fully-converted basis), to Wauwatosa Savings’ pro forma book value (fully-converted basis). Based on the $230.0 million midpoint valuation, Wauwatosa Savings’ pro forma P/B and P/TB ratios both equaled 71.76%. In comparison to the average P/B and P/TB ratios for the Peer Group of 93.36% and 96.47%, the Bank’s ratios reflected a discount of 23.1% on a P/B basis and a discount of 25.6% on a P/TB basis. At the top of the superrange, the Bank’s P/B and P/TB ratios on a fully-converted basis both equaled 79.65%. In comparison to the Peer Group’s average P/B and P/TB ratios, the Company’s P/B and P/TB ratios at the top of the superrange reflected discounts of 14.7% and 17.4%, respectively. RP Financial considered the discounts under the P/B approach to be reasonable, in light of the previously referenced valuation adjustments, the nature of the calculation of the P/B ratio which mathematically results in a ratio discounted to book value and the resulting pricing ratios indicated under the earnings approach.

     On an MHC reported basis, the Bank’s P/B and P/TB ratios at the $230.0 million midpoint value both equaled 121.21%. In comparison to the average P/B and P/TB ratios indicated for the Peer Group of 193.75% and 207.20%, respectively, Wauwatosa Savings’ ratios were discounted by 37.4% on a P/B basis and 41.5% on a P/TB basis.

     3. Price-to-Assets (“P/A”). The P/A valuation methodology determines market value by applying a valuation P/A ratio (fully-converted basis) to the Bank’s pro forma asset base, conservatively assuming no deposit withdrawals are made to fund stock purchases. In all likelihood there will be deposit withdrawals, which results in understating the pro forma P/A ratio which is computed herein. At the midpoint of the valuation range, Wauwatosa Savings’ full conversion value equaled 14.98% of pro forma assets. Comparatively, the Peer Group companies exhibited an average P/A ratio (fully-converted basis) of 24.22%, which implies a discount of 38.2% has been applied to the Bank’s pro forma P/A ratio (fully-converted basis).

RP^® Financial, LC.
Page 4.24

     On an MHC reported basis, Wauwatosa Savings’ pro forma P/A ratio at the $230.0 million midpoint value equaled 16.38%. In comparison to the Peer Group’s average P/A ratio of 28.69%, Wauwatosa Savings’ P/A ratio indicated a discount of 42.9%.

Comparison to Recent Offerings

     As indicated at the beginning of this chapter, RP Financial’s analysis of recent conversion and MHC offering pricing characteristics at closing and in the aftermarket has been limited to a “technical” analysis and, thus, the pricing characteristics of recent conversion offerings can not be a primary determinate of value. Particular focus was placed on the P/TB approach in this analysis, since the P/E multiples do not reflect the actual impact of reinvestment and the source of the stock proceeds (i.e., external funds vs. deposit withdrawals). The five recently completed MHC offerings closed at an average price/tangible book ratio of 88.0% (fully-converted basis) and, on average, appreciated 2.0% during the first week of trading and declined 1.7% after one month of trading. In comparison, the Bank’s P/TB ratio of 71.8% at the midpoint value reflects an implied discount of 18.4% relative to the average closing P/TB ratio of the recent MHC offerings. At the top of the superrange, the Bank’s P/TB ratio of 79.7% reflected an implied discount of 9.4% relative to the average closing P/TB ratio of the recent MHC offerings. The current average fully-converted P/TB ratio of the five recent MHC offerings, which are all quoted on NASDAQ, equaled 88.9%, based on closing market prices as of May 20, 2005. In comparison to the current P/TB ratio of the publicly-traded MHC offerings, the Company’s P/TB ratio at the midpoint value reflects an implied discount of 19.2% and at the top of the superrange the discount narrows to 10.3%.

Valuation Conclusion

     Based on the foregoing, it is our opinion that, as of May 20, 2004, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion, both shares issued publicly as well as to the MHC, equaled $230,000,000 at the midpoint, equal to 23,000,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $195,500,000 and a

RP^® Financial, LC.
Page 4.25

maximum value of $264,500,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 19,550,000 at the minimum and 26,450,000 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a supermaximum value of $304,175,000 without a resolicitation. Based on the $10.00 per share offering price, the supermaximum value would result in total shares outstanding of 30,417,500. The Board of Directors has established a public offering range such that the public ownership of the Bank will constitute a 30.0% ownership interest prior to the issuance of shares to the Foundation. Accordingly, the offering to the public of the minority stock will equal $58,650,000 at the minimum, $69,000,000 at the midpoint, $79,350,000 at the maximum and $91,252,500 at the supermaximum of the valuation range. Based on the public offering range and inclusive of the shares issued to the Foundation, equal to 5.5% of the offering shares, the public ownership of shares will represent 31.65% of the shares issued throughout the valuation range. The pro forma valuation calculations relative to the Peer Group (fully-converted basis) are shown in Table 4.5 and are detailed in Exhibit IV-7 and Exhibit IV-8; the pro forma valuation calculations relative to the Peer Group based on reported financials are shown in Table 4.6 and are detailed in Exhibits IV-10 and IV-11.

EX-99.4

Exhibit 99.4

Crowe Chizek and Company LLC	330 East Jefferson Boulevard
Member Horwath International	Post Office Box 7
	South Bend, Indiana 46624-0007
	Tel 574.232.3992
	Fax 574.236.8692
	www.crowechizek.com

April 22, 2005

Mr. Donald J. Stephens
President & CEO
Wauwatosa Savings Bank
11200 West Plank Road
Wauwatosa, WI 53226

Dear Mr. Stephens:

This letter confirms the arrangements for Crowe Chizek and Company LLC (“Crowe Chizek”) to provide the professional services discussed in this letter to Wauwatosa Savings Bank. The attached Crowe Chizek Engagement Terms is an integral part of this letter and its terms are incorporated herein.

SERVICES TO BE PROVIDED

Crowe Chizek will provide conversion agent services to address the following requirements:

1.	Data Extraction and Verification1
2.	Consolidation of Account Data
3.	Blue Sky Laws Supporting Information
4.	Coordination with financial printers to accomplish proxy, proxygram and stock order form imprinting services. Forms/card stock are provided by the financial printer.
5.	“Telematch” Telephone Number Lookup (if needed, to assist with solicitation efforts and sufficient phone numbers are unavailable). Telematch is a vendor with access to millions of phone numbers through

¹ All fees are based upon processing of information as of a test date if necessary, and for three key dates; the Eligibility Record Date, Supplemental Eligibility Record Date and Voting Record Date. Changes to these dates resulting in the need for duplicate or replacement processing, or the inability of to provide the necessary information as of these key dates, in an acceptable format, will result in additional fees. warrants the information provided to be accurate and Crowe Chizek has no requirement to make any independent verification thereof. In the event one of the key dates should change, requiring replacement processing to be performed, an additional processing fee of $ will be charged.

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	nationwide directory services, and can normally provide phone numbers for approximately 50% of the addresses provided to them.
6.	Proxy and Stock Solicitation Reports as Needed
7.	Subscription Category Analysis Tools (software)
8.	Use and support of Crowe Chizek’s StockTab Proxy Tabulation and Stock Subscription Management Software on-site at Wauwatosa Savings Bank’s stock information center
9.	Transfer Agent Certificate Data on Magnetic Media
10.	Interest and Refund Calculations and Check Imprinting (using checks provided by Wauwatosa Savings Bank)
11.	Imprinting of 1099-INT Forms for mailing by Wauwatosa Savings Bank, and Magnetic Media Reporting to the IRS (subscribers earning $10 or more, consolidated by Tax Identification Number)
12.	Support for Ad-hoc subscription reporting requests
13.	Inspector of Election for the Special Meeting of Members

For more detail on each of the services outlined above, please refer to the accompanying Description of Conversion Agent Services.

ALLOCATION AND RESOLICITATION SERVICES

Allocation Assistance

Crowe Chizek will provide our proprietary StockTab software solution for use on-site at the stock information center to manage the subscription offering. Extensive capabilities are built in to the software to support activities necessary to accomplish final share allocations in the event of an over-subscription. Crowe Chizek will provide support services, from our offices in South Bend, Indiana, as needed to assist with any necessary stock allocation processing (in case of over subscription) at no additional fee.

Resolicitation Assistance

Should resolicitation be necessary for any reason, Crowe Chizek will provide support services as needed. Any necessary resolicitation services will be billed in addition to the fee quoted above, and will be provided on a time and materials basis at established billing rates.

Page 3

FEES AND EXPENSES

Our fee for conversion agent services will be $71,250. Twenty-five percent of the fee will be invoiced following receipt of a signed engagement letter, with monthly progress bills being provided thereafter.

This fee is exclusive of expenses, which will be billed separately. Typical expense items include Fedex charges, travel related expenses, licensing of software for use in the stock center (approximately $100 per user), 1099-INT forms, clerical support services, cellular or home phone charges related to support issues, imprinting of mailing materials if not provided by the financial printer, etc. The cost for our imprinting services is $40 per thousand forms imprinted (forms are provided by the financial printer).

We believe you will find our fee to be based upon reasonable expectations of the work required. Of course, should we encounter a situation that would significantly alter our expectations, we would discuss with you any required changes in effort and fees before proceeding.

* * * * *

Managing a successful conversion is a significant task, requiring the efforts of many skilled individuals. Crowe Chizek has the proven experience, audit discipline and sophisticated information processing capabilities necessary to fulfill the requirements of this key role in your conversion process. We will call you after you review this engagement letter to further discuss our services and to offer our suggestions for the efficient processing of your conversion effort. Of course, should you have any questions regarding the enclosed information, or if we can be of service in any way, please don’t hesitate to call.

This engagement letter and the attached Crowe Chizek Engagement Terms reflect the entire agreement between us relating to the services covered by this letter. This agreement may not be amended or varied except by a written document signed by both parties. It replaces and supersedes any previous proposals, correspondence, and understandings, whether written or oral. The agreements of Wauwatosa Savings Bank and Crowe Chizek contained in this engagement letter shall survive the completion or termination of this engagement. If any term hereof is found unenforceable or invalid, this shall not affect the other terms hereof, all of which shall continue in effect as if the stricken term had not been included.

Page 4

If the terms of this letter and the attached Crowe Chizek Engagement Terms are acceptable to you, please authorize us to proceed by completing the acceptance section below and returning a signed copy of this letter via facsimile to my attention at
(574) 236-7606. If you have any questions, please call me at (574) 236-7670.

Sincerely,
/s/ Allan D. Jean	/s/ Craig D. Sullivan
Allan D. Jean	Craig D. Sullivan
Executive	Executive

cc: Douglas L. Reidel — Keefe, Bruyette and Woods

Accepted for Wauwatosa Savings Bank:

By:	/s/ Richard C. Larson
Title:	CFO
Date:	5/5/05

CROWE CHIZEK ENGAGEMENT TERMS

We want you to understand the basis under which we offer our services to you and determine our fees, as well as to clarify the relationship and responsibilities between your organization and ours. These terms are part of our engagement letter and apply to all future services, unless a specific engagement letter is entered into for those services.

YOUR ASSISTANCE — For us to provide our services effectively and efficiently, you agree to provide us timely with the information we request and to make your employees available for our questions. The availability of your personnel and the timetable for their assistance are key elements in the successful completion of our services and in the determination of our fees. Completion of our work depends on appropriate and timely cooperation from your personnel; complete, accurate and timely responses to our inquiries; and timely communication by you of all significant accounting and financial reporting matters of which you are aware. If for any reason this does not occur, a revised fee to reflect the additional time or resources required by us will be mutually agreed upon, and you agree to hold us harmless against all matters that arise in whole or in part from any resulting delay.

If circumstances arise that, in our professional judgment, prevent us from completing this engagement, we retain the right to take any course of action permitted by professional standards, including declining to express an opinion or issue other work product, or withdrawing from the engagement.

SOFTWARE USAGE — If in connection with the services described in this document, we need to use software that requires separate licensing, separate software licensing and maintenance and support agreements will be provided and must be executed before we begin our work.

CONFIDENTIALITY — We will maintain the confidentiality of your confidential information in accordance with professional standards. You agree not to disclose any confidential material you obtain from us without our prior written consent, except to the extent such disclosure is an agreed objective of this engagement. Your use of our work product shall be limited to its stated purpose and to your business use only. We retain the right to use the ideas, concepts, techniques, industry data, and know-how we use or develop in the course of the engagement. You agree to the use of fax, email, and voicemail means to communicate both sensitive and non-sensitive matters with you.

CONSUMER PRIVACY — In order to provide the services called for in this engagement, you may be disclosing to us certain nonpublic personal information regarding your accounts, customers, and consumers. To the extent permitted by law, we will not disclose any such nonpublic personal information except to you and our employees and agents. However, in circumstances that fall under an exception in the regulations “Privacy of Consumer Financial Information” implementing the Gramm-Leach-Bliley Act, we may disclose or use such nonpublic personal information in the ordinary course of business to carry out the services in this engagement.

CHANGES – We may periodically communicate changes in laws, rules or regulations to you. However, you have not engaged us to and we do not undertake an obligation to advise you of changes in laws, rules, regulations, industry or market conditions, your own business practices, or other circumstances, except to the extent required by professional standards.

PUBLICATION — You agree to obtain our specific permission before using our report or our firm’s name in a published document, and you agree to submit to us copies of such documents to obtain our permission before they are filed or published.

LIMIT OF LIABILITY – We agree to provide our services with due care as required by our profession’s Code of Professional Conduct, so the provisions of this section establishing a limit of liability will not apply if, as determined in a judicial proceeding, we performed our services with gross negligence or willful misconduct. However, our engagement with you is not intended to shift risks normally borne by you to us. With respect to any services or work product or this engagement in general, the liability of Crowe Chizek and its personnel shall not exceed the fees we receive for the portion of the work giving rise to liability nor include any special, consequential, incidental, or exemplary damages or loss nor any lost profits, savings, or business opportunity. A claim for a return of fees paid shall be the exclusive remedy for any damages. This limitation of liability is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted. This limitation of liability shall also apply after termination of this agreement.

INDEMNIFICATION FOR THIRD PARTY CLAIMS – We accept responsibility for our actions, so the provisions of this section for indemnification will not apply if, as determined in a judicial proceeding, we performed our services with gross negligence, or with willful misconduct. However, our engagement with you is not intended to shift risks normally borne by you to us. In the event of a legal proceeding or other claim brought against us by a third party you agree to indemnify and hold harmless Crowe Chizek and its personnel against all costs, fees, expenses, damages, and liabilities, including defense costs and legal fees, associated with such third-party claim arising from or relating to any services or work product that you use or disclose to others, or this engagement generally. This indemnification is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted. This indemnification shall also apply after termination of this agreement.

RESPONSE TO LEGAL PROCESS – If we are requested by subpoena, other legal process, or other proceedings to produce documents pertaining to you, and we are not a named party to the proceeding, you will reimburse us for our professional time, plus out-of-pocket expenses, as well as reasonable attorney fees we incur in responding to such request.

MEDIATION – In the unlikely event that a dispute arises out of this engagement, and it cannot be settled through negotiation, you and we agree to try in good faith to settle the dispute by non-binding mediation administered by the American Arbitration Association under its mediation rules for professional accounting and related services disputes, before resorting to litigation. Both parties shall share mediation costs equally.

JURY TRIAL — In the unlikely event that differences concerning our services or fees arise between us that are not resolved by mutual agreement or mediation, you and we agree to waive a trial by jury to facilitate judicial resolution and save time and expense of both parties.

LEGAL AND REGULATORY CHANGE – The scope of services and fees for the services covered by the accompanying letter are based on current laws and regulations. If changes in laws or regulations change your requirements or the scope of our work, you and we agree that our fees will be modified to a mutually agreed upon amount to reflect the changed level of our effort.

NON-SOLICITATION – You and we acknowledge the importance of retaining key personnel. Accordingly, both parties agree that during the period of this agreement and for one year after its expiration or termination, neither party will solicit any personnel of the other party for employment without the written consent of the other party. If an individual becomes an employee of the other party, the other party agrees to pay a fee equal to the individual’s compensation for the prior full twelve-month period to the original employer.

AFFILIATES — Crowe Chizek and Company LLC (Crowe Chizek) is a member of Horwath International Association, a Swiss association (Horwath). Each member firm of Horwath is a separate and independent legal entity. Crowe Chizek and its affiliates are not responsible or liable for any acts or omissions of any other member of Horwath and hereby specifically disclaim any and all responsibility or liability for any acts or omissions of any other member of Horwath.

EX-99.5

Exhibit 99.5

SEND OVERNIGHT PACKAGES TO: Wauwatosa Holdings, Inc. Attn: Stock Information Center 11200 West Plank Court Wauwatosa, WI 53226 (414) xxx-xxxx Deadline: The Subscription Offering ends at 12:00 noon, Wisconsin Time, on September xx, 2005. Your original Stock Order and Certification Form, properly executed and with the correct payment, must be received (not postmarked) at any full service office of Wauwatosa Savings Bank or the stock information center by the deadline, or it will be considered void. Faxes or copies of this form will not be accepted. Wauwatosa Holdings, Inc. reserves the right to accept or reject improper order forms. (1) Number of Shares(2) Total Amount DueThe minimum purchase is 25 shares ($250). Generally, no person may purchase more than ___x $10.00 =___50,000 shares ($500,000), and no person together with his or her associates or group of persons acting in concert may purchase more than 50,000 shares ($500,000). (3) Method of Payment (no penalty for early withdrawal from a Wauwatosa Savings Bank CD)(4) Purchaser Information (check one) a.Eligible Account Holder - Check here if you were a depositor with at least $50 on deposit with Enclosed is a check, bank draft or money order payable to Wauwatosa Holdings, Inc. for Wauwatosa Savings Bank as of April 30, 2004. Enter information in Section 7 for all deposit $___.accounts that you had at Wauwatosa Savings Bank on April 30, 2004. I authorize Wauwatosa Savings Bank to make withdrawal(s) from my CD or savings account(s) b.Supplemental Eligible Account Holder - Check here if you were a depositor with at least $50 on shown below, and understand that the amounts will not otherwise be available for withdrawal:deposit with Wauwatosa Savings Bank as of ___, 2005 but not an Eligible Account Holder. Enter information in Section 7 for all deposit accounts that you had at Wauwatosa Savings Bank on Account NumbersAmounts___,2005. $c.Other Depositor — Check here if you were a depositor with Wauwatosa Savings Bank as of ___, 2005 who is neither an Eligible Account Holder nor Supplemental Account Holder. $Enter information in Section 7 for all deposit accounts that you had at Wauwatosa Savings Bank on ___, 2005. $ d.Employee, Officer or Director of Wauwatosa Savings Bank who is not an eligible account holder, supplemental eligible account holder or other depositor. $ e.Local Community – person residing in Milwaukee, Waukesha, Ozaukee, Washington, Dodge, Total Withdrawal $ Jefferson, Walworth or Racine Counties, Wisconsin. (5) Check if you are a: Director            Officer Employee f.General Public (6) Stock Registration — Please Print Legibly and Fill Out Completely (Note: The stock certificate and all correspondence related to this stock order will be mailed to the address provided below.) IndividualIndividual Retirement Account (IRA)Corporation Joint TenantsUniform Transfer to Minors Act Partnership Tenants in CommonUniform Gift to Minors Act Trust — Under Agreement Dated ___ NameSS# or Tax ID NameSS# AddressDaytime Telephone # City            State            Zip Code CountyEvening Telephone # (7) Please review the preprinted account information listed to the right. These preprinted accounts Note: Failure to list all of your accounts may result in the loss of part or all of your subscription rights. may not be all of your qualifying accounts. You should list any other account(s) that you may have or had with Wauwatosa Savings Bank in the box below. SEE THE STOCK ORDER FORM INSTRUCTIONS SHEET FOR FURTHER INFORMATION. All subscription orders are subject to the provisions of the Stock Issuance Plan. Additional Qualifying Accounts Names on AccountsAccount Number Acknowledgment: By signing below, I acknowledge receipt of the prospectus dated August xx, 2005 and understand I may not change or revoke my order once it is received by Wauwatosa Holdings, Inc. I also certify that this stock order is for my account and there is no agreement or understanding regarding any further sale or transfer of these shares. Federal Regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities to the account of another. Under penalty of perjury, I certify that I am purchasing shares solely for my account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my rights to subscribe for shares. Wauwatosa Holdings, Inc. will pursue any and all legal and equitable remedies in the event it becomes aware of the transfer of subscription rights and will not honor orders known by it to involve such trans fer. Under penalties of perjury, I further certify that: (1) the social security number or taxpayer identification number given above is correct; and (2) I am not subject to backup withholding. You must cross out this item (2) in this acknowledgement if you have been notified by the Internal Revenue Service that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. By signing below, I also acknowledge that I have not waived any rights under the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. The Subscription rights are non-transferable and are void at the end of the subscription period. Signature: THIS FORM MUST BE SIGNED AND DATED BELOW AND ON THE BACK OF THIS FORM. This order is not valid if the Stock Order and Certification Form are not both signed and properly completed. Your order will be filled in accordance with the provisions of the Plan of Reorganization and Stock Issuance Plan as described in the prospectus. An additional signature is required only if payment is by withdrawal from an account that requires more than one signature to withdraw funds. SignatureDateSignatureDate Office Use Only Date Rec’d ___/ ___Check# ___$___Check# ___$ ___Batch# ___Order # ___Category ___

NASD Affiliation - If you have an NASD affiliation you must report this subscription in writing to your applicable compliance officer within one day of the payment therefor. You are considered a member of the National Association of Securities Dealers, Inc. (“NASD”) if you are a person associated with an NASD member, a member of the immediate family of any such person to whose support such person contributes, directly or indirectly, or the holder of an account in which an NASD member or person associated with an NASD member has a beneficial interest. CERTIFICATION FORM I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED, AND IS NOT GUARANTEED BY WAUWATOSA SAVINGS BANK, WAUWATOSA HOLDINGS, INC., LAMPLIGHTER FINANCIAL, MHC, OR BY THE FEDERAL GOVERNMENT. IF ANYONE ASSERTS THAT THIS SECURITY IS FEDERALLY INSURED OR GUARANTEED OR IS AS SAFE AS AN INSURED DEPOSIT, I SHOULD CALL THE FEDERAL DEPOSIT INSURANCE CORPORATION REGIONAL DIRECTOR, SCOTT POLAKOFF, AT 312-382-7500. I further certify that, before purchasing the common stock of Wauwatosa Holdings, Inc., I received a copy of the prospectus dated August xx, 2005, which discloses the nature of the common stock being offered and describes in more detail the following risks involved in an investment in the common stock under the heading “Risk Factors” beginning on page ___of the prospectus: 1. Changing Interest Rates May Hurt Our Profits. 2. We Have Opened New Branches and Expect to Open Additional New Branches Which Will Reduce Our Profitability In the Near Term as They Generate New Deposit and Loan Portfolios. 3. Wisconsin Tax Developments Could Reduce Our Net Income. 4. If Our Allowance for Loan Losses is Not Sufficient to Cover Actual Loan Losses, Our Earnings Could Decrease. 5. If Economic Conditions Deteriorate, Our Results of Operations and Financial Condition Could Be Adversely Affected as Borrowers’ Ability to Repay Loans Declines and the Value of the Collateral Securing Our Loans Decreases. 6. A Large Portion of Our Loan Portfolio Is Relatively Unseasoned Over Four-Family Loans, Which May be Individually Riskier Than One- To Four-Family Loans. 7. Strong Competition Within Our Market Area May Limit Our Growth and Profitability. 8. We Operate in a Highly Regulated Environment and We May Be Adversely Affected by Changes in Laws and Regulations. 9. The Implementation of Our Stock Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income. 10. The Implementation of Our Stock-Based Benefit Plans Also May Dilute Your Ownership Interest. 11. Our Return on Equity Will Be Low Compared to Other Financial Institutions. This Could Negatively Affect the Trading Price of Our Common Stock. 12. Persons Who Purchase Stock in the Offering Will Own a Minority of Wauwatosa Holdings’ Common Stock and Will Not Be Able to Exercise Voting Control Over Most Matters Put to a Vote of Shareholders. 13. Our Stock Value May be Negatively Affected by Regulations Restricting Takeovers and our Mutual Holding Company Structure. 14. The Future Price of the Common Stock May Be Less Than the Purchase Price in the Offering. 15. If We Declare Dividends on Our Common Stock, Lamplighter Financial, MHC Will be Prohibited From Waiving the Receipt of Dividends by Current Federal Reserve Board Policy. 16. The Issuance of Shares to the Charitable Foundation Will Dilute Your Ownership Interests and Adversely Affect Net Income. 17. There Will be a Limited Trading Market in Our Common Stock, Which Will Hinder Your Ability to Sell Our Common Stock and May Lower the Market Price of the Stock. 18. We Will Need to Manage Costs to Implement Additional Finance and Accounting Systems, Procedures and Controls in Order to Satisfy Our New Public Company Reporting Requirements. 20. We Have Broad Discretion in Allocating the Proceeds of the Offering. Our Failure to Effectively Utilize Such Proceeds Could Reduce Our Profits. SignatureDateSignatureDate (Note: I f shares are to be held jointly, both parties must sign) EXECUTION OF THIS CERTIFICATION FORM WILL NOT CONSTITUTE A WAIVER OF ANY RIGHTS THAT A PURCHASER MAY HAVE UNDER THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, BOTH AS AMENDED. THESE SECURITIES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

Stock Order Form Instructions:
Stock Information Center 11200 West Plank Court Wauwatosa, WI 53226 (414) xxx-xxxx	Hours of Operation: Monday - Friday	8:00 am - 5:00 p.m.

All subscription orders are subject to the provisions of the Wauwatosa Savings Bank Plan of Reorganization and Stock Issuance Plan.
Items 1 and 2 - Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares ordered by the subscription price of $10.00 per share. The minimum purchase is $250 or 25 shares of common stock. The maximum individual purchase is $500,000 or 50,000 shares of common stock. The maximum purchase for any person and their associates, or persons acting in concert, is $500,000 or 50,000 shares of common stock. For additional information and limits, see “The Reorganization and Stock Offering - Limitations on Common Stock Purchases” beginning on page ___of the prospectus.

Item 3 - Payment for shares may be made by check or money order payable to Wauwatosa Holdings, Inc. DO NOT MAIL CASH. Your funds will earn interest at our regular statement savings rate until the stock offering is completed.

To pay by withdrawal from a savings account or certificate of deposit at Wauwatosa Savings Bank, insert the account number(s) and the amount(s) you wish to withdraw from each account. If more than one signature is required for a withdrawal, all signatories must sign in the signature box at the bottom of the Stock Order and Certification Form. To withdraw from an account with checking privileges, please write a check. Wauwatosa Savings Bank will waive any applicable penalties for early withdrawal from a Wauwatosa Savings Bank certificate of deposit account(s). A hold will be placed on the account(s) for the amount(s) you indicate to be withdrawn, which means that you may not withdraw those funds. Payments will remain in the account(s) earning their respective rate of interest until the stock offering closes.

Item 4 - Please check the appropriate box indicating the earliest of the eligibility dates that applies to you, or if not applicable, if you are an employee, officer, or director of Wauwatosa Savings Bank, a member of the local community or the general public.

Item 5 - Please check one of these boxes if you are a director, officer, or employee of Wauwatosa Savings Bank, or a member of such person’s household.

Item 6 - The stock transfer industry has developed a uniform system of shareholder registrations that we will use in the issuance of Wauwatosa Holdings, Inc. common stock. Please complete this section as fully and accurately as possible, and be certain to supply your social security or tax I.D. number(s) and your daytime and evening phone numbers. We will need to call you if we cannot execute your order as given. If you have any questions regarding the registration of your stock, please consult your legal advisor or call the Stock Information Center at (414) xxx-xxxx. Subscription rights are not transferable. If you are an eligible or supplemental eligible account holder, to protect your priority over other purchasers as described in the prospectus, you must take ownership in at least one of the account holder’s names.

Item 7 - Please review the preprinted qualifying account number(s) information. The account number(s) listed may not be all of your account numbers. You should list any other qualifying accounts that you may have or had with Wauwatosa Savings Bank in the box located under the heading “Additional Qualifying Accounts.” These may appear on other Stock Order and Certification Forms you have received. For example, if you are ordering stock in just your name, you should list all of your deposit accounts as of the earliest date that you were a depositor. Similarly, if you are ordering stock jointly with another depositor, you should list all deposit accounts under which either of you are owners, i.e., individual accounts, joint accounts, etc. If you are ordering stock in your minor child’s or grandchild’s name under the Uniform Transfer to Minor’s Act and/or the Uniform Gift to Minors Act, the minor must have had a deposit account on one of the three dates and you should list only their account number(s). If you are ordering stock through a corporation, you need to list just that corporation’s deposit accounts, as your individual account(s) do not qualify. Failure to list all of your qualifying accounts may result in the loss of part or all of your subscription rights.

NOTE: The order form must be received (not postmarked) at any full service branch of Wauwatosa Savings Bank or the Stock Information Center located at 11200 West Plank Court, Wauwatosa, WI 53226 by September xx, 2005 at 12:00 noon, Wisconsin Time.

Please be sure to sign the Certification Form on the back of the Stock Order Form.

(See reverse side for Stock Ownership Guide)

Stock Ownership Guide:
Stock Information Center 11200 West Plank Court Wauwatosa, WI 53226 (414) xxx-xxxx	Hours of Operation: Monday - Friday	8:00 am - 5:00 p.m.

Individual - The stock is to be registered in an individual’s name only. You may not list beneficiaries for this ownership.

Joint Tenants - Joint tenants with rights of survivorship identifies two or more owners. When stock is held by joint tenants with rights of survivorship, ownership automatically passes to the surviving joint tenant(s) upon the death of any joint tenant. You may not list beneficiaries for this ownership.

Tenants in Common - Tenants in common may also identify two or more owners. When stock is to be held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All parties must agree to the transfer or sale of shares held by tenants in common. You may not list beneficiaries for this ownership.

Individual Retirement Account - Individual retirement account (“IRA”) holders may make stock purchases from their deposits through a prearranged “trustee-to-trustee” transfer. Stock may only be held in a self-directed IRA. IRAs at Wauwatosa Savings Bank are not self-directed. Please contact your broker or self-directed IRA provider as quickly as possible to explore this option. Establishing a self-directed IRA and completing a “trustee-to-trustee” transfer can frequently require several days’ time.

Registration for IRAs:	On Name Line 1 — list the name of the broker or trust department followed by CUST or TRUSTEE.
	On Name Line 2 — FBO (for benefit of) YOUR NAME IRA a/c #.
	Address will be that of the broker/trust department to where the stock certificate will be sent.
	The social security/tax I.D. number(s) will be either yours or your trustees, as they direct.
	Please list your phone numbers.

Uniform Gift and Transfer To Minors Acts - For residents of Wisconsin and many states, stock may be held in the name of a custodian for the benefit of a minor under the Uniform Transfer to Minors Act. For residents in other states, stock may be held in a similar type of ownership under the Uniform Gift to Minors Act of the individual state. For either form of ownership, the minor is the actual owner of the stock with the adult custodian being responsible for the investment until the child reaches legal age. Only one custodian and one minor may be designated.

Instructions: On the first name line, print the first name, middle initial and last name of the custodian followed by abbreviation “CUST.” On the second name line print the first name, middle initial and last name of the minor followed by the notation UTMA-WI or UGMA-Other State. List only the minor’s social security number.

Partnership/Corporation - Corporations/partnerships may purchase stock. Please provide the corporation/partnership’s legal name and Tax I.D. number. To have depositor rights, the corporation/partnership must have an account in its legal name. Please contact the Stock Information Center to verify depositor rights and purchase limitations.

Trust - Generally, fiduciary relationships (such as trusts, estates, guardianships, etc.) are established under a form of trust agreement or pursuant to a court order. Without a legal document establishing a fiduciary relationship, your stock may not be registered in a fiduciary capacity.

Instructions: On the first name line, print the first name, middle initial and last name of the fiduciary if the fiduciary is an individual. If the fiduciary is a corporation, list the corporate title on the first name line. Following the name, print the fiduciary title such as trustee, executor, personal representative, etc. On the second name line, print the name of the maker, donor or testator or the name of the beneficiary. Following the name, indicate the type of legal document establishing the fiduciary relationship (agreement, court order, etc.). In the blank after “Under Agreement Dated,” fill in the date of the document governing the relationship. The date of the document need not be provided for a trust created by a will.

(See reverse side for Stock Order Form Instructions)

EX-99.6

Exhibit 99.6

«altname1»
«altname2»
«altaddr1»
«altaddr2»
«altcity», «altstate» «altzip»

Order Number:                    «ordernum»
Batch Number:                    «batchnum»

RECEIPT OF ORDER

This letter is to acknowledge receipt of your order to purchase common stock offered by Wauwatosa Holdings, Inc. Please check the information carefully to ensure that we have entered your order correctly. Each order is assigned a prioritized category described below. Acceptance of your order and the shares of stock you actually receive will be subject to the allocation provisions of the Stock Issuance Plan, as well as other conditions and limitations described in the Prospectus. All information is subject to final review.

 
Our records indicate the following:
 
Number of Shares Ordered:
Social Security / Tax ID #:
 
Ownership Code:
Category:  
 
 
«shares»
«taxid»
 
«owncode»
«category»  
Stock Registration (please review carefully)
 
 
«altname1»
«altname2»
«altaddr1»
«altaddr2»
«altcity», «altstate» «altzip»

If this does not agree with your records, or if you have any questions, please call the Stock Information Center at (414) xxx-xxxx.

We will not be able to confirm the number of shares you will receive until the offering is completed and final regulatory approval is received.

Thank you for your order.

Wauwatosa Holdings, Inc.
Stock Information Center

This order has been assigned Category «category»

 
Category 1
 
Category 2
 
Category 3
 
Category 4
 
Category 5
   
Eligible account holder of at least $50 on April 30, 2004
 
Wauwatosa Savings Bank Employee Stock Ownership Plan
 
Supplemental eligible account holder of at least $50 on ___, 2005 but not an eligible account holder
 
Other depositor on ___, 2005 who is neither an eligible account holder nor a supplemental eligible account holder
 
Director, Officer or Employee who is not an eligible account holder, supplemental eligible account holder or other depositor of Wauwatosa Savings Bank
 

September xx, 2005

Dear Friend:

We are pleased to announce that Wauwatosa Holdings, Inc., the holding company for Wauwatosa Savings Bank, is offering shares of common stock in a subscription offering pursuant to a Plan of Reorganization and Stock Issuance Plan.

Because we believe you may be interested in learning more about the merits of Wauwatosa Holdings, Inc.’s common stock as an investment, we are sending you the following materials which describe the Offering.

PROSPECTUS: This document provides detailed information about Wauwatosa Savings Bank operations and the proposed offering of Wauwatosa Holdings, Inc.’s common stock.

STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock by returning it with your payment in the enclosed business reply envelope. The deadline for ordering stock is 12:00 noon, Wisconsin Time, on September xx, 2005.

As a friend of Wauwatosa Savings Bank, you will have the opportunity to buy common stock directly from Wauwatosa Holdings, Inc. in the offering without paying a commission or fee. If you have additional questions regarding the offering, please call us at (414) xxx-xxxx, Monday through Friday from 8:00 a.m. to 5:00 p.m., or stop by the Stock Information Center located at 11200 West Plank Court, Wauwatosa, Wisconsin.

We are pleased to offer you this opportunity to become a shareholder of Wauwatosa Holdings, Inc.

Sincerely,

Donald J. Stephens
President and Chief Executive Officer

These securities are not savings accounts or deposits and are not insured by Wauwatosa Holdings, Inc., Wauwatosa Savings Bank, Lamplighter Financial, MHC, the Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Savings Association Insurance Fund or any other governmental agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

September xx, 2005

Dear Member:

We are pleased to announce that Wauwatosa Holdings, Inc., the mid-tier stock holding company of Wauwatosa Savings Bank, is offering shares of common stock in a subscription offering to specific depositors of Wauwatosa Savings Bank, to our employee stock ownership plan, to our directors, officers and employees and potentially to members of the general public pursuant to a Plan of Reorganization and Stock Issuance Plan.

To accomplish this reorganization, we need your participation in an important vote. Enclosed is a proxy statement describing the Plan of Reorganization and your voting and subscription rights. YOUR VOTE IS VERY IMPORTANT.

Enclosed, as part of the proxy materials, is your proxy card, the detachable section on top of the order form having your name and address. This proxy card should be signed and returned to us prior to the Special Meeting of Depositors to be held on xxxx xx, 2005 at x:xx am Wisconsin time. Please take a moment now to sign the enclosed proxy card and return it to us in the postage-paid envelope provided. FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING AGAINST THE REORGANIZATION.

The Board of Directors of Wauwatosa Savings Bank has unanimously approved the Plan of Reorganization and Stock Issuance Plan because, among other reasons, the Board believes that the offering provides a number of advantages, including an opportunity for Wauwatosa Savings Bank depositors and customers to become shareholders of Wauwatosa Holdings, Inc. In connection with the offering, please remember:

•   Your accounts at Wauwatosa Savings Bank will continue to be insured up to the maximum legal limit by the Federal Deposit Insurance Corporation (“FDIC”).

•   There will be no change in the balance, interest rate, or maturity of any deposit accounts or loans because of the offering, unless you choose to purchase shares using your deposit account balances.

•   Members have a right, but not an obligation, to subscribe for Wauwatosa Holdings, Inc. common shares before they are offered to the public.

•   Like all stock, THE COMMON STOCK issued in this offering WILL NOT BE INSURED BY THE FDIC.

In addition, enclosed are materials describing the offering of Wauwatosa Holdings, Inc.’s common stock. We urge you to read these materials carefully. If you are interested in purchasing the common stock of Wauwatosa Holdings, Inc., you must submit your Stock Order and Certification Form and payment prior to 12:00 noon, Wisconsin Time on September xx, 2005.

If you have additional questions regarding the offering, please call us at (414) xxx-xxxx, Monday through Friday from 8:00 a.m. to 5:00 p.m., or stop by the Stock Information Center located at 11200 West Plank Court, Wauwatosa, Wisconsin.

Sincerely,

Donald J. Stephens
President and Chief Executive Officer

These securities are not savings accounts or deposits and are not insured by Wauwatosa Holdings, Inc., Wauwatosa Savings Bank, Lamplighter Financial, MHC, the Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Savings Association Insurance Fund or any other governmental agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PROXY GRAM

PLEASE VOTE TODAY...

We recently sent you a proxy statement and related materials regarding a proposal to reorganize Wauwatosa Savings Bank into the mutual holding company structure.

Your vote on the Plan of Reorganization and Stock Issuance Plan has not yet been received .

Voting for the Reorganization does not obligate you to purchase stock and will not
affect your accounts or FDIC Insurance.

Not Returning Your Proxy Cards has the Same Effect as Voting
“Against” the Reorganization....and

Your Board of Directors Unanimously Recommends a Vote “FOR” the Reorganization.

Your Vote Is Important To Us!

Please sign the enclosed proxy card and return it in the postage-paid envelope provided TODAY! If you received more than one proxy card, please be sure to sign and return all cards you received.

Thank you,

Donald J. Stephens
President and Chief Executive Officer
Wauwatosa Savings Bank

If you have already mailed your proxy card(s), please accept our thanks and disregard this notice.
For further information call (xxx) xxx-xxxx.

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY WAUWATOSA HOLDINGS, INC., WAUWATOSA SAVINGS BANK, LAMPLIGHTER FINANCIAL, MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.

PROXY GRAM

PLEASE VOTE TODAY...

We recently sent you a proxy statement and related materials regarding a proposal to reorganize Wauwatosa Savings Bank into the mutual holding company structure.

Your vote on the Plan of Reorganization and Stock Issuance Plan has not yet been received.

Voting for the Reorganization does not obligate you to purchase stock and will not
affect your accounts or FDIC Insurance.

Not Returning Your Proxy Cards has the Same Effect as Voting
“Against” the Reorganization...and

Your Board of Directors Unanimously Recommends a Vote “FOR”
the Reorganization.

Our Reasons for the Corporate Change

As a Mutual Institution:

•   There is no authority to issue capital stock and thus no access to this market source of equity capital.

•   Earnings from year to year are the only source of generating capital.

Under a Mutual Holding Company structure, we will be able to:

•   Structure our business in the form that will enable us to access capital markets.

•   Permit us to control the amount of capital being raised to enable us to deploy more prudently the proceeds of the offering.

•   Support future lending and operational growth.

•   Enhance our ability to attract and retain qualified directors and management through stock-based compensation plans.

•   Support future branching activities and/or the acquisition of other financial institutions or financial services companies or their assets.

Your Vote Is Important To Us!

Please sign the enclosed proxy card and return it in the postage-paid envelope provided TODAY! If you received more than one proxy card, please be sure to sign and return all cards you received.

Thank you,

Donald J. Stephens
President and Chief Executive Officer
Wauwatosa Savings Bank

If you have already mailed your proxy card(s), please accept our thanks and disregard this notice.
For further information call (xxx) xxx-xxxx.

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY WAUWATOSA HOLDINGS, INC., WAUWATOSA SAVINGS BANK, LAMPLIGHTER FINANCIAL, MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.

{logo} Wauwatosa Savings Bank

Proxy Gram III

September xx, 2005

Dear Valued Wauwatosa Savings Bank Member:

We recently forwarded you a proxy statement and related materials regarding a proposal to reorganize Wauwatosa Savings Bank into the mutual holding company structure. This reorganization will allow us to operate in essentially the same manner as we currently operate, but provides us with the flexibility to add capital, continue to grow and expand Wauwatosa Savings Bank, add new products and services, and increase our lending capability.

As of today, your vote on our Plan of Reorganization has not yet been received. Your Board of Directors unanimously recommends a vote “FOR” the Plan of Reorganization. If you mailed your proxy, please accept our thanks and disregard this request.

We would sincerely appreciate you signing the enclosed proxy card and returning it promptly in the enclosed postage-paid envelope. Our meeting on September XX is fast approaching and we’d like to receive your vote as soon as possible.

Voting FOR the Reorganization does not affect the terms or insurance on your accounts. For further information call our Stock Information Center at (xxx) xxx-xxxx.

Best regards and thank you,

Donald J. Stephens
President and Chief Executive Officer

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY WAUWATOSA HOLDINGS, INC., WAUWATOSA SAVINGS BANK, LAMPLIGHTER FINANCIAL, MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.

August xx, 2005

Dear Prospective Investor:

We are pleased to announce that Wauwatosa Holdings, Inc., the mid-tier stock holding company for Wauwatosa Savings Bank, is offering shares of its common stock in a subscription and community offering pursuant to a Plan of Reorganization and Stock Issuance Plan.

We have enclosed the following materials that will help you learn more about the merits of Wauwatosa Holdings, Inc. common stock as an investment. Please read and review the materials carefully.

PROSPECTUS: This document provides detailed information about Wauwatosa Savings Bank’s operations and the proposed offering of Wauwatosa Holdings, Inc. common stock.

STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock by returning it with your payment in the enclosed business reply envelope. You order must be received (not postmarked) by 12:00 noon, Wisconsin Time, on September xx, 2005.

Through this offering, you have the opportunity to subscribe for stock directly from Wauwatosa Holdings, Inc. without a commission or a fee.

If you have additional questions regarding the stock issuance, please call us at (414) xxx-xxxx Monday through Friday from 8:00 a.m. to 5:00 p.m., Wisconsin Time, or visit our Stock Information Center located in our main office at 11200 West Plank Court in Wauwatosa, Wisconsin.

Best Regards,

Donald J. Stephens
President and Chief Executive Officer

These securities are not savings accounts or deposits and are not insured by Wauwatosa Holdings, Inc., Wauwatosa Savings Bank, Lamplighter Financial, MHC, the Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Savings Association Insurance Fund or any other governmental agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Initial Wauwatosa Savings Bank Website Message to Commence August xx, 20054

Stock Issuance Plan Information

Wauwatosa Holdings, Inc., the mid-tier stock holding company for Wauwatosa Savings Bank, is pleased to announce that materials were mailed on August xx, 2005 regarding its minority stock .issuance. If you were a depositor of Wauwatosa Savings Bank with $50 or more on deposit as of April 30, 2004, and/or___ or were a member of Wauwatosa Savings Bank as of ___2005, you should receive a packet of materials soon. We encourage you to read the information carefully.

Information, including a prospectus, regarding Wauwatosa Holdings, Inc. minority stock offering is also enclosed in the packet of materials. The subscription offering has commenced and continues until 12 noon, Wisconsin Time, on, September xx, 2005, at which time all orders must be received if you want to subscribe for stock.

If you have questions regarding the offering, please call our Stock Information Center at (414) xxx_xxxx.

The shares of common stock being offered are not deposits or accounts and are not insured Wauwatosa Holdings, Inc., Wauwatosa Savings Bank, Lamplighter Financial, MHC, the Federal Deposit Insurance Corporation, Bank Insurance Fund, the Savings Association Insurance Fund or any other governmental agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

End of Offering Wauwatosa Holdings, Inc. Website Message

Plan of Reorganization
And
Stock Issuance Plan Information

The Wauwatosa Holdings, Inc. stock offering closed at 12:00 noon, Wisconsin Time, on September xx, 2005. The results of the offering are as follows:
                                                                                .

The members of Wauwatosa Savings Bank approved the Plan of Reorganization and Stock Issuance Plan and the contribution to the charitable foundation at the special meeting of members on September                                         , 2005.

Interest and refund [if applicable] checks will be mailed out on                                          by regular mail. No special mailing instructions will be accepted.

Allocations will be made available beginning at                      on                                         . [If applicable]

The transfer agent for Wauwatosa Holdings, Inc. will be                                         ,                     , [State] and the phone number for their Investor Relations Department is 1-800-       -           .

We anticipate trading to begin on September xx, 2005 on the Nasdaq National Market under the symbol “XXXX.”

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Wauwatosa Holdings, Inc., Wauwatosa Savings Bank, Lamplighter Financial, MHC, the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund or any other governmental agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

To Depositors and Friends
Of Wauwatosa Savings Bank

Keefe, Bruyette & Woods, Inc., a member of the National Association of Securities Dealers, Inc., is assisting Wauwatosa Holdings, Inc., the mid-tier stock holding company for Wauwatosa Savings Bank, in offering shares of its common stock in a subscription offering pursuant to its Plan of Reorganization and Stock Issuance Plan.

At the request of Wauwatosa Holdings, Inc., we are enclosing materials explaining this process and your options, including an opportunity to invest in the shares of Wauwatosa Holdings, Inc. common stock being offered to depositors of Wauwatosa Savings Bank and other persons until 12:00 noon, Wisconsin Time, on September xx, 2005. Please read the enclosed offering materials carefully, including the prospectus, for a complete description of the stock offering. Wauwatosa Holdings, Inc. has asked us to forward these documents to you in view of certain requirements of the securities laws in your state.

If you have any questions, please visit our Stock Information Center located at 11200 West Plank Court in Wauwatosa, Wisconsin, Monday through Friday from 8:00 a.m. to 5:00 p.m., or feel free to call the Stock Information Center at (414) xxx-xxxx.

Very truly yours,

Keefe, Bruyette & Woods, Inc.

These securities are not savings accounts or deposits and are not insured by Wauwatosa Holdings, Inc., Wauwatosa Savings Bank, Lamplighter Financial, MHC, the Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Savings Association Insurance Fund or any other governmental agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Facts About the Reorganization

The Board of Directors of Wauwatosa Savings Bank has unanimously adopted a Plan of Reorganization and Stock Issuance Plan under which Wauwatosa Savings Bank would reorganize into a mutual holding company form and a newly created holding company would issue shares to our depositors, other categories of eligible purchasers and possibly members of the communities we serve, as identified in the Stock Issuance Plan.

This brochure answers some of the most frequently asked questions about the stock issuance, the process and about the opportunity to invest in the common stock of Wauwatosa Holdings, Inc. Wauwatosa Holdings, Inc. is a newly formed stock company that will sell 30% of its shares in a subscription offering to our depositors and other eligible subscribers, approximately 1.65% to a charitable foundation and the remaining 68.35% to Lamplighter Financial, MHC, a new mutual holding company remaining under the control of our depositors.

Investment in the stock of Wauwatosa Holdings, Inc. involves certain risks. For a discussion of these risks and other factors, including a complete description of the offering, prospective investors are urged to read the prospectus provided.

What is the purpose of the Reorganization?

The Reorganization will provide Wauwatosa Savings Bank with an additional source of capital to better serve the needs of the local community through: expanding our branch network within our existing market area; increasing our lending capacity to support new loans and higher lending limits; increasing our capital base which will provide greater flexibility to invest in longer-term, higher yielding assets; enhancing our ability to retain and attract qualified management through stock-based compensation plans; and improving our ability to manage capital.

Proceeds may also be used to allow the Bank to finance the acquisition of other financial institutions and related businesses, although no mergers or acquisitions are planned at the present time, and for other general corporate purposes.

Will the reorganization affect any of my deposit accounts or loans?

The reorganization and stock issuance will have no effect on existing deposit or loan accounts and customer relationships. Deposits will continue to be federally insured by the Federal Deposit Insurance Corporation to the maximum legal limit. Interest rates and existing terms and conditions on deposit accounts will remain the same upon completion of the reorganization and stock issuance. Contractual obligations of borrowers of Wauwatosa Savings Bank will not change and there will be no change in the amount, interest rate, maturity, security, or any other condition relating to the respective loans of customers.

Do depositors have to buy stock?

No depositor or other person is required to purchase stock.

Who is eligible to purchase stock in the subscription offering?

Certain past and present depositors of Wauwatosa Savings Bank as well as other categories of eligible purchasers, as identified in the Stock Issuance Plan, are eligible to purchase common stock in the subscription offering. Specifically, members with $50 or more on deposit at Wauwatosa Savings Bank as of April 30, 2004, or ___or any depositor as of ___are eligible to subscribe.

How many shares of stock are being offered and at what price?

Wauwatosa Holdings, Inc. is offering, as more fully described in the prospectus, up to 7,935,000 shares of common stock, subject to adjustment, at a price of $10.00 per share.

How much stock may I buy?

The minimum order is 25 shares. The maximum individual purchase is 50,000 shares. No person, together with associates of, and persons acting in concert with that person, may purchase more than 50,000 shares, as more fully discussed in the prospectus.

How do I order stock?

You must complete the enclosed Stock Order and Certification Form. Instructions for completing your Stock Order and Certification Form are contained in this packet. Your order must be received by Wauwatosa Savings Bank prior to 12:00 noon, Wisconsin Time, on September xx, 2005.

How may I pay for my shares of stock?

First, you may pay for stock by check, bank draft or money order. Second, you may authorize us to withdraw funds from your deposit accounts or certificate of deposit at Wauwatosa Savings Bank for the amount of funds you specify for payment. There will be no penalty for early withdrawal from a certificate of deposit.

Can I purchase shares using funds in my Wauwatosa Savings Bank IRA account?

Federal regulations do not permit the purchase of common stock in connection with the reorganization from your existing Wauwatosa Savings Bank IRA account. In order to utilize the funds in your Wauwatosa Savings Bank IRA account for the purchase of Wauwatosa Holdings, Inc. common stock, you must execute a trustee-to-trustee transfer with a self-directed IRA provider. Please contact your broker or self-directed IRA provider as soon as possible if you want to explore this option.

May I obtain a loan from the bank or use a line of credit to pay for the stock?

No. Regulations do not allow Wauwatosa Savings Bank to make loans for this purpose, nor may you use a Wauwatosa Savings line of credit to pay for shares. However, you are not precluded from obtaining financing from another financial institution.

Does placing an order guarantee that I will receive all, or a portion of the shares I ordered?

No. It is possible that orders received during the stock offering will exceed the number of shares offered for sale. In this case, referred to as an “oversubscription,” regulations require that orders be filled using a pre-determined allocation procedure. Please refer to the section of the prospectus entitled, “The Reorganization

and Stock Offering” for a detailed description of allocation procedures.

If we are not able to fill an order (either wholly or in part), excess funds will be refunded by check, including interest earned at Wauwatosa Savings Bank’s regular statement savings rate. If payment was to be made by withdrawal from a Wauwatosa Savings Bank deposit account, excess funds will remain in that account.

I am eligible to purchase stock in the subscription offering, but AM NOT interested in investing. May I allow someone else to use my stock order form to take advantage of my priority as an eligible depositor?

No. Applicable law prohibits the transfer of subscription rights. Any attempt to transfer subscription rights to any other person is illegal and subject to civil and criminal fines. If anyone offers to give you money to buy stock in your name, in exchange for later transferring the stock, or if someone requests to share in proceeds upon your future sale of Wauwatosa Holding’s common stock, please inform our Stock Information Center at (414) xxx-xxxx.

Will the stock be insured?

No. Like any other common stock, Wauwatosa Holdings, Inc.’s stock will not be insured.

Will dividends be paid on the stock?

The Board of Directors of Wauwatosa Holdings, Inc. currently intends to consider a policy of paying a cash dividend. However, no decision has been made with respect to the timing of payment or level of dividends.

How will the stock be traded?

Wauwatosa Holdings, Inc.’s stock is expected to trade on the Nasdaq National Market under the symbol “XXXX.”

Are officers and directors of Wauwatosa Savings Bank planning to purchase stock?

Yes! The executive officers and directors of Wauwatosa Savings Bank plan to purchase, in the aggregate, $x,xxx,xxx worth of stock or approximately x.xx% of the common stock offered at the midpoint of the offering range.

Must I pay a commission?

No. You will not be charged a commission or fee on the purchase of shares in the reorganization.

Should I vote to approve the Plan of reorganization?

Yes. If you are entitled to a vote on the Plan of Reorganization, your vote “FOR” the reorganization is very important!

Why did I get several proxy cards?

If you have more than one account, you could receive more than one proxy card, depending on the ownership structure of your accounts.

PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS!

How many votes do I have?

Your proxy card(s) show(s) the number of votes you have. Every depositor is entitled to cast one vote for each $100 on deposit as of the voting record date.

May I vote in person at the special meeting?

Yes, but we would still like you to sign and mail your proxy today. If you decide to revoke your proxy, you may do so at any time before such proxy is exercised by executing and delivering a later dated proxy or by giving notice of revocation in writing or by voting in person at the special meeting. Attendance at the special meeting will not, of itself, revoke a proxy.

Stock Information Center
(414) xxx-xxxx

Wauwatosa Holdings, Inc.
11200 West Plank Court
Wauwatosa, Wisconsin

8:00 a.m. – 5:00 p.m. Monday – Friday

The Reorganization and Minority
Stock Offering

QUESTIONS
&
ANSWERS

Wauwatosa Holdings, Inc.

Holding Company for
Wauwatosa Savings Bank
[LOGO]

These securities are not savings accounts or deposits and are not insured by Wauwatosa Holdings, Inc., Wauwatosa Savings Bank, Lamplighter Financial, MHC, the Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Savings Association Insurance Fund or any other governmental agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

EX-99.7

EXHIBIT 99.7

WAUWATOSA SAVINGS BANK
11200 West Plank Court
Wauwatosa, Wisconsin 53226
(414) 761-1000

NOTICE OF SPECIAL MEETING OF MEMBERS
To be held on ___________, 2005

     WE HEREBY GIVE NOTICE that a special meeting of the members of Wauwatosa Savings Bank will be held at the ___located at ___, ___, Wisconsin, on ___, 2005, at ___:00 a.m. central time, to consider and vote upon:

1.	The approval of the Plan of Reorganization From Mutual Savings Bank to Mutual Holding Company, as amended (the “Plan of Reorganization”), which provides for a series of transactions, including: (i) Wauwatosa Savings Bank reorganizing into the mutual holding company form of organization as a wholly owned Wisconsin stock savings bank subsidiary of “Wauwatosa Holdings, Inc.,” a new Wisconsin-incorporated mid-tier holding company (“Wauwatosa Holdings”), which mid-tier holding company will be a majority-owned subsidiary of “Lamplighter Financial, MHC,” a new Wisconsin incorporated mutual holding company; (ii) Wauwatosa Holdings issuing approximately 68% of its common stock to Lamplighter Financial, MHC; (iii) Wauwatosa Holdings concurrently selling in a subscription offering and, if necessary, a community offering, 30% of its common stock; and (iv) Wauwatosa Holdings issuing approximately 2% of its common stock as a contribution to the Waukesha County Community Foundation, Inc., a public charitable foundation. Approval of the Plan of Reorganization will also approve the Articles of Incorporation and Bylaws for Wauwatosa Savings Bank, Wauwatosa Holdings, and Lamplighter Financial, MHC.
2.	The approval of the provisions in the Plan of Reorganization pursuant to which Wauwatosa Holdings will issue as a contribution approximately 2% of the shares of its common stock to the Waukesha County Community Foundation, Inc.
3.	The approval of a proposal for an adjournment of the special meeting if needed to permit further solicitation of proxies, if there are insufficient votes at the time of the special meeting to approve the Reorganization and the contribution to the charitable foundation.
4.	Such other business as may properly come before the special meeting or any adjournment. Except with respect to procedural matters incident to the conduct of the meeting, management is not aware of any other such business.

The board of directors has fixed the close of business on ___, 2005, as the record date for the determination of members entitled to notice of and to vote at the special meeting. Only those depositors of Wauwatosa Savings Bank of record as of the close of business on that date who continue to be depositors on the date of the special meeting will be entitled to vote at the special meeting or at any such adjournment.

     The following proxy statement and the accompanying prospectus contain a more detailed description of Wauwatosa Savings Bank, Wauwatosa Holdings, Inc., Lamplighter Financial, MHC, Waukesha County Community Foundation, Inc. and the proposed reorganization.

BY ORDER OF THE BOARD OF DIRECTORS

Donald J. Stephens
President and Chief Executive Officer

Wauwatosa, Wisconsin
___, 2005

Important: Please sign, date and promptly return each proxy card you receive. They are not duplicates. This will assure that your vote will be counted if you are unable to attend the special meeting but will not prevent you from attending the special meeting and voting in person. You may revoke your proxy by written instrument delivered to the secretary of Wauwatosa Savings Bank at any time prior to or at the special meeting, by submitting a later dated proxy or by attending the special meeting and giving the secretary of the meeting notice of your presence and intention to vote at the meeting.

Wauwatosa Savings Bank may not use any proxies executed prior to the date of the enclosed proxy statement to vote for the Plan of Reorganization. Therefore, the failure of a member to return an executed proxy will have the effect of a vote against the Plan of Reorganization.

THE BOARD OF DIRECTORS OF WAUWATOSA SAVINGS BANK UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR THE PLAN OF REORGANIZATION.

*   *   *

PLEASE PROMPTLY SIGN AND RETURN ALL OF THE
ENCLOSED PROXY CARD(S) IN THE
POSTAGE-PAID ENVELOPE PROVIDED.

IF YOU HAVE ANY QUESTIONS, PLEASE CALL US AT _________________, OR VISIT OUR STOCK
INFORMATION CENTER LOCATED AT 11200 WEST PLANK COURT, WAUWATOSA,
WISCONSIN, FROM 8:00 A.M. TO 5:00 P.M. CENTRAL TIME, MONDAY THROUGH FRIDAY.

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WAUWATOSA SAVINGS BANK
11200 West Plank Court
Wauwatosa, Wisconsin 53226
(414) 761-1000

PROXY STATEMENT

SPECIAL MEETING OF MEMBERS
To be Held on ___________, 2005

INTRODUCTION

     This proxy statement, together with the accompanying prospectus of Wauwatosa Holdings, Inc., is being furnished to depositors of Wauwatosa Savings Bank as of the close of business on ___, 2005 in connection with the solicitation by the Board of Directors of proxies to be voted at the special meeting of depositors of Wauwatosa Savings Bank, and at any adjournments. The special meeting will be held on___, 2005, at the ___located at ___, ___, Wisconsin ___at ___a.m., central time. This proxy statement and related materials are first being mailed to depositors on or about ___, 2005.

     The Board of Directors of Wauwatosa Savings has adopted a Plan of Reorganization from Mutual Savings Bank to Mutual Holding Company, as amended, which is subject to the approval of Wauwatosa Savings’ depositors, the Wisconsin Department of Financial Institutions, and the Federal Deposit Insurance Corporation. Under the Plan of Reorganization, Wauwatosa Savings will be reorganized into a mutual holding company structure whereby Wauwatosa Savings will become a Wisconsin-incorporated stock savings bank which will be wholly owned by Wauwatosa Holdings, a Wisconsin corporation, which in turn will be a majority-owned subsidiary of Lamplighter Financial, MHC, a Wisconsin mutual holding company. Concurrently with the reorganization, Wauwatosa Holdings will issue approximately 68% of its common stock to Lamplighter Financial, MHC, 30% of its common stock in a subscription offering and, if necessary, a community offering, and approximately 2% of its common stock as a contribution to the Waukesha County Community Foundation, a public charitable foundation. The Plan of Reorganization also provides that substantially all of the assets and all of the liabilities, including the deposit accounts, of Wauwatosa Savings in its mutual form will become assets and liabilities of Wauwatosa Savings in its stock form following the reorganization.

RECOMMENDATION OF MANAGEMENT

     The Board of Directors of Wauwatosa Savings has determined that the reorganization is in the best interests of Wauwatosa Savings, its customers and the communities that it serves and recommends that you vote FOR the Plan of Reorganization and the matters that it contemplates. A vote in favor of the Plan of Reorganization will not obligate you, or anyone else, to purchase Wauwatosa Holdings common stock in the stock offering. Your decision whether or not to purchase is separate and independent of your vote. The Reorganization will not affect the balance, interest rate or FDIC insurance of any deposit account or the interest rate or other terms of any loan with Wauwatosa Savings.

     The Board of Directors unanimously approved the Plan of Reorganization.

     Certain officers and directors of Wauwatosa Savings may receive awards under various employee stock benefit plans implemented at the time of the reorganization or which are proposed to be

implemented shortly thereafter. See the section entitled “MANAGEMENT” in the accompanying prospectus. Accordingly, these officers and directors may benefit personally from approval of the reorganization.

VOTING RIGHTS AND VOTE REQUIRED FOR APPROVAL

     Pursuant to the laws of the State of Wisconsin, the members of Wauwatosa Savings must approve the Plan of Reorganization by a majority of all votes entitled to be cast by the members. In addition, the FDIC requires that the members of Wauwatosa Savings separately approve the contribution of Wauwatosa Holdings common stock to the charitable foundation by a majority of all votes entitled to be cast by the members. In order to comply with the Wisconsin and FDIC voting requirements, the Plan of Reorganization provides depositors with the right to vote upon the Reorganization and the stock contribution to the charitable foundation.

     The Federal Deposit Insurance Corporation (FDIC) and the Wisconsin Department of Financial Institutions (WDFI) have approved the Plan of Reorganization, subject to depositor approval of the Plan of Reorganization and certain other conditions. Regulatory approval does not mean that the FDIC or the WDFI recommends or endorses the Plan of Reorganization or any of its provisions.

     Each person who was a depositor of Wauwatosa Savings Bank on ___, 2005, the voting record date, who had an aggregate balance of not less than $100.00 in his or her deposit accounts in Wauwatosa Savings Bank on the voting record date, and who continues to be a depositor through the special meeting will be entitled to vote on the Plan of Reorganization. Each vote with respect to the Plan of Reorganization will also constitute a vote on the proposed articles of incorporation and bylaws for Wauwatosa Savings Bank, Wauwatosa Holdings, and Lamplighter Financial, MHC following the reorganization and all of the intermediate steps necessary to achieve the proposed mutual holding company structure as more fully described below and in the prospectus.

     At the special meeting, each eligible depositor will be entitled to cast one vote for each $100, or fraction thereof, of the aggregate withdrawal value of all of his or her deposit accounts in Wauwatosa Savings Bank as of the ___, 2005 voting record date on the item to be considered. (For example, a depositor with $935 on deposit at Wauwatosa Savings on the voting record date would be entitled to cast 10 votes). One-third of the votes which depositors are entitled to cast must be present in person or by proxy at the special meeting to constitute a quorum for the transaction of business.

     The affirmative vote of a majority of the total outstanding votes entitled to be cast at the special meeting is required for approval of the Plan of Reorganization and the contribution of Wauwatosa Holdings common stock to the charitable foundation. Consequently, not voting or abstaining will have the same effect as voting against the Plan of Reorganization and the charitable contribution. According to Wauwatosa Savings’ records, as of the voting record date, there were ___votes entitled to be cast at the special meeting and ___votes required to approve the Plan of Reorganization and charitable contribution. If there are not sufficient votes for approval of the Plan of Reorganization and charitable contribution at the time of the special meeting, the special meeting may be adjourned to permit further solicitation of proxies.

PROXIES

     The Board of Directors of Wauwatosa Savings is soliciting the proxy which accompanies this proxy statement furnished to depositors for use at the special meeting and any adjournment. Each proxy

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solicited hereby, if properly executed, duly returned before the special meeting and not revoked prior to or at the special meeting, will be voted at the special meeting in accordance with your instructions as indicated on the proxy. If no contrary instructions are given, the executed proxy will be voted in favor of the Plan of Reorganization, the charitable contribution, and adjournment of the special meeting if insufficient votes are present. If any other matters properly come before the special meeting, the persons named as proxies will vote upon such matters according to their discretion. Except with respect to procedural matters incident to the conduct of the meeting, no additional matters are expected to come before the special meeting.

     Any depositor giving a proxy may revoke it at any time before it is voted by delivering to the secretary of Wauwatosa Savings either a written revocation of the proxy, or a duly executed proxy bearing a later date, or by voting in person at the special meeting. Proxies are being solicited only for use at the special meeting and any and all adjournments, and will not be used for any other meeting.

     Wauwatosa Savings’ officers, directors or other employees may also solicit proxies in person, by telephone or through other forms of communication. They will be reimbursed by Wauwatosa Savings for their expenses incurred in connection with such solicitation, but will not be otherwise reimbursed for such services. In addition, Wauwatosa Savings has retained Keefe, Bruyette & Woods, Inc. to provide proxy solicitation and other services relating to the stock offering and Crowe Chizek and Company LLC to provide vote tabulation services. Wauwatosa Savings’ relationships with Keefe, Bruyette & Woods, Inc. and Crowe Chizek and Company LLC are described more fully in the accompanying prospectus. Wauwatosa Savings will bear all costs associated with proxy solicitation and vote tabulation.

     Deposits held in a trust or other fiduciary capacity may be voted by the trustee or other fiduciary to whom voting rights are delegated under the trust instrument or other governing document or applicable law. In the case of individual retirement accounts (IRAs) and Keogh trusts established at Wauwatosa Savings, the beneficiary will need to direct the trustee’s vote on the Plan of Reorganization by returning a completed proxy card to Wauwatosa Savings.

     The Board of Directors urges each depositor as of the close of business on ___, 2005 to mark, sign, date, and return the enclosed proxy card in the enclosed postage-paid envelope as soon as possible, even if you do not intend to purchase common stock of Wauwatosa Holdings. This will ensure that your vote will be counted.

THE REORGANIZATION AND THE STOCK OFFERING

     This section is a summary of information which we consider material relating to the special meeting and matters being voted on at the special meeting. Because it is a summary, you should also carefully read the more detailed information that we are providing you. The following summary is qualified in its entirety by the more detailed information appearing in Wauwatosa Holdings’ prospectus, dated ___, 2005, which is being delivered herewith. The contents of the prospectus are incorporated herein by reference.

Our Reorganization

     Wauwatosa Savings is reorganizing into the mutual holding company form of organization. As part of the reorganization, we will form Wauwatosa Holdings, a mid-tier stock holding company, and Lamplighter Financial, MHC, a mutual holding company. As part of the transaction, Wauwatosa Savings will convert from a mutual to a stock savings bank. At the conclusion of the reorganization, Wauwatosa Holdings will own all of the stock of Wauwatosa Savings and, in turn, will be partially owned by Lamplighter Financial, MHC.

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     The same directors who manage Wauwatosa Savings will manage Wauwatosa Holdings and Lamplighter Financial, MHC. Certain of the officers from Wauwatosa Savings will serve as officers of both Wauwatosa Holdings and Lamplighter Financial, MHC, without additional compensation.

     This chart shows our current ownership structure.

     This chart shows our new ownership structure, which is commonly referred to as the two-tier mutual holding company structure. The new structure reflects completion of the reorganization and the stock offering.

The Holding Companies

     Lamplighter Financial, MHC

     As part of our reorganization, Wauwatosa Savings will organize Lamplighter Financial, MHC as a Wisconsin-chartered mutual savings bank holding company which will be registered as a bank holding company with the Federal Reserve. Following the reorganization, depositors of Wauwatosa Savings will hold membership interests in Lamplighter Financial, MHC. After the completion of the stock offering, Lamplighter Financial, MHC is expected to own 68.35% of Wauwatosa Holdings’ outstanding common stock. So long as Lamplighter Financial, MHC exists, it is required to own a majority of the voting stock of Wauwatosa Holdings. As a result, shareholders other than Lamplighter Financial, MHC will not be able to exercise voting control over most matters put to a vote of shareholders of Wauwatosa Holdings. Lamplighter Financial, MHC, through its Board of Directors, will be able to exercise voting control over most matters put to a vote of shareholders.

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     Wauwatosa Holdings, Inc.

     Upon completion of the reorganization and offering, Wauwatosa Holdings will be the Wisconsin-chartered mid-tier stock holding company for Wauwatosa Savings, and will own 100% of the common stock of Wauwatosa Savings. Wauwatosa Holdings will not initially have any significant assets other than the stock of Wauwatosa Savings and the proceeds retained from the stock offering. Wauwatosa Holdings has not engaged, and does not currently intend to engage in any business activity after the offering other than owning the common stock of Wauwatosa Savings and investing in marketable securities.

Business Strategy

     Some highlights of our business strategy to be pursued following the reorganization are as follows:

•   Remaining a Community-Oriented Institution. Our focus will be to retain our essentially mutual, community oriented charter and reinvest the proceeds of the offering consistent with our historical and continued commitment to meet the financial needs of the communities we serve and provide quality personal service to our customers.

•   Continuing Emphasis on Residential Real Estate Lending. We intend to continue our emphasis on the origination of residential real estate loans, especially over four-family loans. Expanded product offerings will help leverage our planned branch network expansion.

•   Expansion within Our Market Area. We plan to expand our branch network in the next few years by adding one to two branches each year within our existing market area, defined as Milwaukee and Waukesha counties and each of the other six contiguous counties. The additional capital raised in the offering will provide support for this growth.

•   Maintaining High Asset Quality. We have emphasized maintaining strong asset quality by following conservative underwriting criteria, and by exclusively originating loans secured by real estate in relatively favorable economic and real estate market conditions.

     For a more detailed description of our products and services and our business strategy, see the sections entitled “BUSINESS OF WAUWATOSA SAVINGS BANK” and “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Business Strategy” in the accompanying prospectus.

The Plan of Reorganization and Minority Stock Issuance

     The Board of Directors of Wauwatosa Savings adopted the Plan of Reorganization, including the Stock Issuance Plan, on May 17, 2005, as amended on June 3, 2005, under which: (i) Wauwatosa Holdings and Lamplighter Financial, MHC will be formed and (ii) Wauwatosa Holdings will issue a minority of its capital stock to persons other than Lamplighter Financial, MHC as described more fully below. Upon completion of the reorganization, Wauwatosa Holdings will own 100% of the common stock of Wauwatosa Savings. Lamplighter Financial, MHC will own a majority of the shares and will have control of Wauwatosa Holdings. Wauwatosa Savings, Wauwatosa Holdings, and Lamplighter Financial, MHC will all be Wisconsin chartered.

     Specifically, the reorganization will involve the following steps:

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(i)	Wauwatosa Savings will form a wholly owned Wisconsin stock savings bank called Wauwatosa Interim 1 Stock Savings Bank (“Interim 1”).
(ii)	Interim 1 will form two wholly owned subsidiaries. One will be a Wisconsin stock savings bank named Wauwatosa Interim 2 Stock Savings Bank (“Interim 2). The other will be a Wisconsin stock business corporation, Wauwatosa Holdings, Inc.
(iii)	The following transactions will then occur substantially contemporaneously:

(1)	Wauwatosa Savings will convert to a Wisconsin stock savings bank (the Stock Bank”) and adopt articles and bylaws appropriate for a Wisconsin stock savings bank;
(2)	Interim 1 will convert from a stock savings bank to a Wisconsin mutual holding company, cancel its outstanding stock, adopt a charter and bylaws appropriate for a Wisconsin mutual holding company and change its name to Lamplighter Financial, MHC;
(3)	Interim 2 will merge with and into the Stock Bank with Stock Bank surviving as a wholly owned subsidiary of Lamplighter Financial, MHC and the depositors of Stock Bank will exchange the shares of Stock Bank common stock constructively received in the conversion for membership interests in Lamplighter Financial, MHC. The depositors’ membership interests in Lamplighter Financial, MHC will continue for as long as they maintain deposit accounts at Stock Bank. The name of the Stock Bank will remain Wauwatosa Savings Bank; and
(4)	Lamplighter Financial, MHC will transfer all of the stock of Stock Bank to Wauwatosa Holdings, in exchange for voting stock of Wauwatosa Holdings, making the Stock Bank a wholly owned direct subsidiary of Wauwatosa Holdings and an indirect subsidiary of Lamplighter Financial, MHC.

(iv)	The deposit accounts of the members of Wauwatosa Savings will remain deposit accounts of Stock Bank.
(v)	Finally, Wauwatosa Holdings will issue stock in its initial public offering according to the Stock Issuance Plan. However, Lamplighter Financial, MHC will at all times continue to hold at least a majority of stock of Wauwatosa Holdings for so long as Lamplighter Financial, MHC is in existence.

The Stock Offering

     State and federal law require that Lamplighter Financial, MHC own a majority of the outstanding shares of common stock of Wauwatosa Holdings. Accordingly, the shares that Wauwatosa Holdings is permitted to sell in the stock offering must represent a minority of its outstanding shares of common stock. Based on these restrictions, Wauwatosa Savings’ Board of Directors has decided to sell 30% of Wauwatosa Holdings’ outstanding shares of common stock in the stock offering. In addition, Wauwatosa Holdings intends to contribute shares of its common stock, equal to 1.65% of the shares outstanding following the offering, to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation, a local charitable foundation. The remaining 68.35% will be issued to and held by Lamplighter Financial, MHC.

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     Lamplighter Financial, MHC has no plans, understandings or agreements, whether written or oral, to sell or otherwise dispose of its majority ownership interest in the common stock of Wauwatosa Holdings. However, Lamplighter Financial, MHC may convert to stock form in the future by offering its interest in Wauwatosa Holdings for sale to depositors and others in a subscription and community offering. Lamplighter Financial, however, has no plans to convert to stock form.

Reasons for the Reorganization and the Stock Offering

     The primary reasons for the reorganization and our decision to conduct the offering are to: (1) change our form of organization into a stock form, which will provide us with greater operating flexibility and allow us to better compete with other financial institutions; (2) increase our capital to support future growth and profitability; (3) offer our depositors, employees, management and directors an equity ownership interest in Wauwatosa Holdings and thereby obtain an economic interest in its future success; and (4) retain the characteristics of a mutual organization. The mutual holding company structure will allow our mutual holding company to retain voting control over most decisions to be made by Wauwatosa Holdings shareholders.

     The reorganization and the capital raised in the offering are expected to:

(1)	Help us remain an independent community bank by giving us the financial strength to grow our bank and better enable us to serve our customers in our market area;
(2)	Enable us to increase lending limits and support our emphasis on over four-family real estate lending;
(3)	Provide additional funding to continue the growth of our branch network in our market area;
(4)	Help us retain and attract qualified management through stock-based compensation plans; and
(5)	Enhance our ability to support the communities we serve through the funding of the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation.

Terms of the Offering

     We are offering between 5,865,000 and 7,935,000 shares of common stock of Wauwatosa Holdings to qualified depositors, tax-qualified employee plans, members, officers, directors, and employees of Wauwatosa Savings and to the public to the extent shares remain available. The offering price of the shares of common stock is $10.00 per share.

     The maximum number of shares we sell in the offering may increase by up to 15%, to 9,125,250 shares, as a result of regulatory considerations, strong demand for the shares of common stock in the offering, or positive changes in financial markets in general and with respect to financial institution stocks in particular. Unless the pro forma market value of Wauwatosa Holdings decreases below $195.5 million or increases above $304.2 million, subscribers will not have the opportunity to change or cancel their stock purchase orders.

     Keefe, Bruyette & Woods, Inc., our marketing advisor in connection with the offering, will use its best efforts to assist us in selling the shares of Wauwatosa Holdings’ common stock, but Keefe, Bruyette & Woods, Inc. is not obligated to purchase any shares in the offering.

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     Wauwatosa Holdings also intends to contribute shares of common stock to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation, equal to 5.50% of the total of the shares sold in the offering, representing 1.65% of all shares issued and outstanding after the offering.

Persons Who May Order Stock in the Offering

     We are offering the shares of common stock of Wauwatosa Holdings in a “subscription offering” in the following descending order of priority:

(1)	Depositors who had accounts at Wauwatosa Savings with aggregate balances of at least $50 on April 30, 2004;
(2)	The tax-qualified employee benefit plans of Wauwatosa Savings (including our employee stock ownership plan);
(3)	Depositors who had accounts at Wauwatosa Savings with aggregate balances of at least $50 on ___, 2005 who do not qualify under priority (1) above;
(4)	Depositors on ___, 2005, who do not qualify under priorities (1) or (3) above; and
(5)	Employees, officers and directors of Wauwatosa Savings or Wauwatosa Holdings who do not qualify under one of the previous priorities.

     Our employee stock ownership plan intends to purchase 8% of the total of the shares sold in the offering and those contributed to the charitable foundation if sufficient shares remain following the satisfaction of orders from subscribers in the first category. If insufficient shares remain, our employee stock ownership plan intends to purchase such shares in the open market following the reorganization.

     If any shares of Wauwatosa Holdings common stock remain unsold in the subscription offering, Wauwatosa Holdings will offer such shares for sale in a community offering. Natural persons residing in Milwaukee, Waukesha, Ozaukee, Washington, Dodge, Jefferson, Walworth and Racine Counties, Wisconsin will have a purchase preference in any community offering. Shares also may be offered to the general public. The community offering, if any, may commence concurrently with, during or promptly after, the subscription offering. Wauwatosa Holdings also may offer shares of common stock not purchased in the subscription offering or the community offering through a syndicate of brokers in what is referred to as a syndicated community offering. The syndicated community offering, if necessary, would be managed by Keefe, Bruyette & Woods, Inc. and would commence as soon as practicable after the termination of the subscription offering and would be open to the general public beyond the local community. We have the right to accept or reject, in our sole discretion, any orders received in the community offering and the syndicated community offering.

     To ensure a proper allocation of stock, each eligible account holder must list on his or her stock purchase order form all deposit accounts in which he or she had an ownership interest on the earliest of the three qualifying dates. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation. We will strive to identify your ownership in all accounts, but cannot guarantee that we will identify all accounts in which you have an ownership interest. Our interpretation of the terms and conditions of the Plan of Reorganization and Stock Issuance Plan and of the acceptability of the stock purchase order forms will be final.

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Limits on the Amount of Common Stock You May Purchase

     The minimum purchase is 25 shares of common stock. Generally, no individual, or individuals through a single account, may purchase more than $500,000 (50,000 shares of common stock). If any of the following persons purchase shares of common stock, their purchases when combined with your purchases cannot exceed $500,000 (50,000 shares of common stock):

•   Your parents, spouse, sisters, brothers, children, or anyone married to any of these persons, who live in the same house as you;

•   Persons exercising subscription rights through qualifying deposits registered to the same address;

•   Companies, trusts or other entities in which you have a 10% or greater financial interest or hold a management position; or

•   Other persons who may be acting together with you as associates or persons acting in concert.

     A detailed discussion of the limitations on purchases of common stock by an individual and persons acting together is set forth under the caption “THE REORGANIZATION AND STOCK OFFERING—Limitations on Common Stock Purchases” in the accompanying prospectus.

     Subject to regulatory approval, we may increase or decrease the purchase limitations in the offering at any time. Our tax-qualified benefit plans, including our employee stock ownership plan, are authorized to purchase up to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation without regard to these purchase limitations.

How We Determined to Offer Between 5,865,000 Shares and 7,935,000 Shares and the $10.00 Price Per Share

     We decided to offer between 5,865,000 shares and 7,935,000 shares, which is our offering range, based on an independent appraisal of our pro forma market value prepared by RP Financial, LC, a firm experienced in appraisals of financial institutions. RP Financial is of the opinion that as of May 20, 2005, the estimated pro forma market value of the common stock of Wauwatosa Holdings on a fully converted basis was between $195.5 million and $264.5 million with a midpoint of $230.0 million. The term “fully converted” means that RP Financial assumed that 100% of our common stock had been sold to the public, rather than the 31.65% that will be issued in the offering and contributed to the charitable foundation.

     In preparing its appraisal, RP Financial considered the information contained in the accompanying prospectus, including our consolidated financial statements. RP Financial also considered the following factors, among others:

•   the present and projected operating results and financial condition of Wauwatosa Holdings and Wauwatosa Savings and the economic and demographic conditions in Wauwatosa Savings’ existing market area;

•   certain historical, financial and other information relating to Wauwatosa Savings;

•   a comparative evaluation of the operating and financial statistics of Wauwatosa Savings with those of other similarly situated publicly traded savings banks and mutual holding companies;

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•   the aggregate size of the common stock offering;

•   the impact of the stock offering on Wauwatosa Holdings’ consolidated equity and earnings potential; and

•   the trading market for securities of comparable institutions and general conditions in the market for such securities.

     In reviewing the appraisal, our Board of Directors considered the methodologies and the appropriateness of the assumptions used by RP Financial in addition to the factors listed above, and our Board of Directors believes that these assumptions were reasonable.

     The Board of Directors determined that the common stock should be sold at $10.00 per share and that 31.65% of the shares of our common stock should be issued in the offering (including the shares issued to the charitable foundation), and 68.35% should be held by Lamplighter Financial, MHC, after giving effect to the contribution of common stock to the charitable foundation. Based on the estimated valuation range and the purchase price, the number of shares of our common stock that will be outstanding upon completion of the stock offering will range from 19,550,000 to 26,450,000 (subject to adjustment to 30,417,500), and the number of shares of our common stock that will be sold in the stock offering will range from 5,865,000 shares to 7,935,000 shares (subject to adjustment to 9,125,250 shares), with a midpoint of 6,900,000 shares. The number of shares that Lamplighter Financial, MHC will own after the offering will range from 13,362,425 shares to 18,078,575 shares (subject to adjustment to 20,790,361 shares). The estimated valuation range may be amended with the approval of the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, if required, or if necessitated by subsequent developments in the financial condition of Wauwatosa Savings or market conditions generally.

     The appraisal will be updated before we complete the stock offering. If the pro forma market value of the common stock (including the shares retained by Lamplighter Financial, MHC) at that time is either below $195.5 million or above $304.2 million, then, after consulting with the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation, we may: terminate the stock offering and return promptly all funds; extend or hold a new subscription or community offering, or both; establish a new offering range and commence a resolicitation of subscribers; or take such other actions as may be permitted by the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. Under such circumstances, we will notify subscribers, who will have the opportunity to change or cancel their stock purchase orders. In no event may the stock offering be extended beyond ___ ___, 200_.

Wauwatosa Holdings’ Issuance of Shares of Common Stock to the Charitable Foundation

     To further our responsibility to our local community, Wauwatosa Holdings intends to issue shares of its common stock as a contribution to the Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation. Wauwatosa Holdings will issue shares of its common stock, ranging from 322,575 shares at the minimum of the valuation range to 501,889 shares at the maximum, as adjusted, of the valuation range, having an initial market value of $3.2 million at the minimum of the valuation range and $5.0 million at the maximum, as adjusted, of the valuation range, to the charitable foundation. Wauwatosa Holdings does not expect, at the present time, to issue additional shares of common stock or make other contributions to the charitable foundation in the future. As a result of the issuance of shares to the charitable foundation, Wauwatosa Holdings will record an after-tax expense of approximately $2.0 million at the minimum of the valuation range and of approximately $3.2 million at the maximum, as adjusted, of the valuation range, during the quarter in which the stock offering is completed. The Wauwatosa Savings Bank Fund of the Waukesha County Community Foundation is

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dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate.

     Contributing shares of common stock to the charitable foundation will:

•   dilute the voting interests of purchasers of shares of our common stock in the offering; and

•   result in an expense, and a reduction in earnings during the quarter in which the offering closes and the contribution is made, equal to the full amount of the contribution to the charitable foundation, offset in part by a corresponding tax benefit.

     The funding of the charitable foundation has been unanimously approved by the disinterested members of the board of directors of Wauwatosa Savings.

     See the sections entitled “RISK FACTORS—The Issuance of Shares to the Charitable Foundation Will Dilute Your Ownership Interests and Adversely Affect Net Income in 2005,” “COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE FOUNDATION,” and “WAUKESHA COUNTY COMMUNITY FOUNDATION, INC.” in the accompanying prospectus for more information regarding our contribution to the charitable foundation.

Our Policy Regarding Dividends

     Following completion of the offering, Wauwatosa Holdings’ Board of Directors will have the authority to declare dividends on its common stock, subject to statutory and regulatory requirements. In the future, the Wauwatosa Holdings’ Board intends to consider a policy of paying cash dividends on the common stock. However, no decision has been made with respect to the amount and timing of dividend payments. The payment of dividends, if at all, will depend upon a number of factors, including the following:

•   regulatory capital requirements,

•   our financial condition and results of operations,

•   tax considerations,

•   statutory and regulatory limitations, and

•   general economic conditions.

     Some holding companies that are chartered by other regulatory agencies waive dividends. As a mutual holding company regulated by the Federal Reserve Board under current Federal Reserve policies, Lamplighter Financial, MHC would be prohibited from waiving dividends declared and paid by Wauwatosa Holdings. If Wauwatosa Holdings pays dividends to its shareholders, it therefore will be required to pay dividends to Lamplighter Financial, MHC. The fact that dividends must be paid to Lamplighter Financial, MHC may act to reduce the level of dividends paid.

Market for the Common Stock

     We anticipate that the common stock sold in the offering will be quoted on the Nasdaq National Market under the symbol “___.” Keefe, Bruyette & Woods, Inc. currently intends to make a market in the shares of common stock, but it is under no obligation to do so.

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How We Intend to Use the Proceeds We Raise from the Offering

     Assuming we sell 7,935,000 shares of common stock in the offering, and we generate net proceeds of approximately $77.1 million, we intend to use the net proceeds as follows:

•   Approximately $38.6 million (50% of the net proceeds) will be contributed to Wauwatosa Savings;

•   Approximately $38.6 million (50% of the net proceeds) will be retained by Wauwatosa Holdings; and

•   Of the amount retained by Wauwatosa Holdings, approximately $6.7 million (8.7% of the net proceeds) will be loaned to the employee stock ownership plan to fund its purchase of 8% of the total of the shares sold in the offering and those contributed to the charitable foundation.

Wauwatosa Savings may use the proceeds it receives to expand its banking franchise internally, through expanded branches, or through acquisitions, to make loans, to support new products and services, to purchase securities, and for general corporate purposes. Wauwatosa Holdings may use the proceeds it receives to finance the purchase of common stock in the offering by our employee stock ownership plan, purchase securities, repurchase its securities, acquire other financial institutions or financial services businesses, and for general corporate purposes. For more information on our use of proceeds, please see the section entitled “HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING” in the accompanying prospectus. Neither Wauwatosa Savings nor Wauwatosa Holdings is considering any specific acquisition transaction at this time.

Our Officers, Directors and Employees Will Receive Additional Compensation and Benefit Programs After the Offering

     We intend to establish an employee stock ownership plan, and we intend to seek shareholder approval to implement a stock option plan and a recognition and retention plan. The Board of Directors of Wauwatosa Savings has adopted an employee stock ownership plan, which will award shares of our common stock to eligible employees primarily based on their compensation. The Board of Directors of Wauwatosa Holdings will, at the completion of the offering, ratify the action to make the employee stock ownership plan loan and to issue the common stock, if available, to the employee stock ownership plan.

     Our tax-qualified benefit plans, including our employee stock ownership plan, are authorized to purchase up to 8% of the total of the shares sold in the offering and those contributed to the charitable foundation. If our tax-qualified benefit plans are not able to purchase shares in the stock offering because depositors with prior subscription rights have purchased all available shares, our tax-qualified benefit plans intend to make purchases of shares in the open market following completion of the offering.

     In addition to the employee stock ownership plan, we may grant awards under one or more stock benefit plans, including a stock option plan and a recognition and retention plan, in an amount up to 14% of the number of shares of common stock held by persons other than Lamplighter Financial, MHC. The stock option plan and recognition and retention plan cannot be established sooner than six months after the offering and would require the approval of our shareholders by a majority of the votes eligible to be cast (excluding the votes eligible to be cast by Lamplighter Financial, MHC), unless another vote requirement is permitted or required by the Wisconsin Department of Financial Institutions and the Federal Deposit Insurance Corporation. The number of options granted or shares awarded under any stock option plan or recognition and retention plan are limited by regulation and may not exceed 10% and 4%, respectively, of the total of the shares sold in the offering and those contributed to the charitable

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foundation, if such plans are adopted within one year from the date of completion of the offering. If the stock option plan or recognition and retention plan is adopted after one year from the date of the completion of the offering, such plans may be permitted to grant or award a greater number of options and shares of common stock, subject to shareholder approval.

     The employee stock ownership plan and the recognition and retention plan will increase our future compensation costs. We will have to expense the fair value of shares granted under the recognition and retention plan, thereby reducing our earnings. In addition, under newly adopted financial reporting rules, companies such as Wauwatosa Holdings are required to expense the fair value of stock options granted to officers, directors and employees, effective for all fiscal years beginning after June 15, 2005. Based upon the new statement, we will have to expense the fair value of stock options, which will increase our compensation costs. Additionally, shareholders will experience a reduction in their ownership interest if newly issued shares of common stock are used to fund stock options and the recognition and retention plan. For more information on these benefit plans, please see the sections entitled “RISK FACTORS—The Implementation of Our Stock Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income” and “MANAGEMENT—Future Stock Benefit Plans” in the accompanying prospectus.

Possible Conversion of Lamplighter Financial, MHC to Stock Form

     In the future, Lamplighter Financial, MHC may convert from a mutual to capital stock form, in a transaction commonly known as a “second step” conversion. In a second step conversion, depositors of Wauwatosa Savings would have subscription rights to purchase common stock of Wauwatosa Holdings or its successor equal to the value of Lamplighter Financial, MHC’s interest in Wauwatosa Holdings, and the public shareholders of Wauwatosa Holdings would be entitled to exchange their shares of common stock for an equal percentage of shares of the stock holding company resulting from the conversion. This percentage may be adjusted to reflect any assets owned by the MHC, and there can be no assurance as to whether or when such a conversion would occur.

     The Board of Directors has no current plan to undertake a second step conversion transaction.

Proposed Stock Purchases by Management

     Wauwatosa Holdings’ directors and executive officers and their associates are expected to seek to purchase approximately [___] shares of common stock in the offering, which represents [___]% of the total shares to be sold in the offering to the public and those contributed to the charitable foundation and [___]% of the total shares to be outstanding at the midpoint of the offering range. Directors and executive officers will pay the same $10.00 per share price paid by all other persons who purchase shares in the offering. These shares will be counted in determining whether the minimum of the range of the offering is reached.

HOW TO OBTAIN ADDITIONAL INFORMATION

     The prospectus, being delivered along with this proxy statement, also can help you evaluate the Plan of Reorganization. It contains, among other things, audited consolidated financial statements of Wauwatosa Savings for the past three years; management’s discussion and analysis of Wauwatosa Savings’ financial condition and operations; a description of Wauwatosa Savings’ lending, savings, investment and borrowing activities; compensation and other benefits provided to directors and officers of Wauwatosa Savings; and additional information about Wauwatosa Savings, Wauwatosa Holdings, Lamplighter Financial, MHC, the reorganization, and the stock offering.

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     Wauwatosa Savings has filed an application with the FDIC for approval to reorganize from a mutual savings bank to the mutual holding company form of organization and to offer and sell stock to certain depositors of Wauwatosa Savings and certain members of the general public in a subscription and community offering. Pursuant to the rules and regulations of the FDIC, this proxy statement and the prospectus may omit certain information contained in such application. The application may be inspected at the Federal Deposit Insurance Corporation, 500 West Monroe Street, Suite 3300, Chicago Illinois 60661. Wauwatosa Savings has also filed its Plan of Reorganization with the Wisconsin Department of Financial Institutions pursuant to which it will reorganize into the mutual holding company form and issue stock in accordance with the terms of the Plan of Reorganization and a related Stock Issuance Plan. This proxy statement and the prospectus may omit certain information contained in such application. The application may be inspected at the principal office of the Wisconsin Department of Financial Institutions located at 345 W. Washington Avenue, Madison, Wisconsin 53703.

     Wauwatosa Holdings has filed with the SEC a registration statement on Form S-1 (File No. 333- ) under the Securities Act of 1933 with respect to the common stock being offered in the reorganization. This proxy statement and the prospectus do not contain all the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Such information may be inspected at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and copies may be obtained at prescribed rates from the Public Reference Section of the SEC at the same address. The public may obtain more information on the operations of the public reference room by calling 1-800-SEC-0330. In addition, the SEC maintains a web site that contains registration statements and other reports regarding registrants that file electronically with the SEC (such as Wauwatosa Holdings). The address of the SEC’s web site is http://www.sec.gov. The statements contained in the prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are, of necessity, brief descriptions and are not necessarily complete; each such statement is qualified by reference to such contract or document.

     Copies of the Plan of Reorganization, and other documents which are exhibits to the Plan of Reorganization, are available for inspection at the offices of Wauwatosa Savings and may be obtained by telephoning us at (414) ___or visiting the Stock Information Center located at 11200 West Plank Court, Wauwatosa, Wisconsin, from 8:00 a.m. to 5:00 p.m. Central Time, Monday through Friday.

     YOUR VOTE IS VERY IMPORTANT TO US. Please take a moment now to complete and return your proxy card in the postage-paid envelope provided. You may still attend the special meeting and vote in person even though you have voted your proxy. Not voting will have the same effect as voting against the Plan of Reorganization.

     IMPORTANT: YOU MAY HAVE RECEIVED MORE THAN ONE PROXY CARD. THEY ARE NOT DUPLICATES. PLEASE SIGN, DATE AND PROMPTLY RETURN EACH PROXY CARD YOU RECEIVE.

     THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY STOCK. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.

     THE SHARES OF COMMON STOCK OFFERED IN THE OFFERING ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND

ARE NOT FEDERALLY INSURED OR GUARANTEED.

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WAUWATOSA SAVINGS BANK
Special Meeting of the Members

REVOCABLE PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT AND BOARD OF DIRECTORS OF WAUWATOSA SAVINGS BANK.

The undersigned hereby appoints Barbara J. Coutley, Richard C. Larson, and Donald J. Stephens as proxy, with full power of substitution, to represent and vote, as designated below, all membership interests that the undersigned is entitled to vote at the Special Meeting of the Members of Wauwatosa Savings Bank to be held at the ___located at ___at ___:00 a.m. central time on ___, ___, 2005, or at any adjournment thereof, with respect to the matters set forth below and described in the Notice of Special Meeting and Proxy Statement, dated ___, 2005, receipt of which is hereby acknowledged.

DATED:                                                            , 2005

(Please sign exactly as your name appears hereon. If the account is held by more than one person, please have all parties sign. Persons signing as executors, administrators, trustees or in similar capacities should so indicate.)

* * * * *

This proxy, when properly executed, will be voted in the manner specified by the member. Please circle your choice.

IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, and 3.

(1)	A proposal to approve the Plan of Reorganization From Mutual Savings Bank to Mutual Holding Company, as amended (the “Plan of Reorganization”, or the “Reorganization”), which provides for a series of transactions, including: (i) Wauwatosa Savings Bank reorganizing into the mutual holding company form of organization as a wholly owned Wisconsin stock savings bank subsidiary of “Wauwatosa Holdings, Inc.,” a new Wisconsin-incorporated mid-tier holding company (“Wauwatosa Holdings”), which mid-tier holding company will be a majority owned subsidiary of “Lamplighter Financial, MHC,” a new Wisconsin incorporated mutual holding company; (ii) Wauwatosa Holdings issuing approximately 68% of its common stock to Lamplighter Financial, MHC; (iii) Wauwatosa Holdings concurrently selling in a subscription offering and, if necessary, a community offering, 30% of its common stock; and (iv) Wauwatosa Holdings issuing approximately 2% of its common stock as a contribution to the Waukesha County Community Foundation, Inc., a public charitable foundation.. Approval of the Plan of Reorganization will also approve the proposed Articles of Incorporation and Bylaws for Wauwatosa Savings Bank, Wauwatosa Holdings, and Lamplighter Financial, MHC.
	(circle one)              APPROVE               DISAPPROVE
(2)	A proposal to approve the provisions in the Plan of Reorganization pursuant to which Wauwatosa Holdings will issue as a contribution approximately 2% of the shares of its common stock to the Waukesha County Community Foundation, Inc.
	(circle one)              APPROVE              DISAPPROVE
(3)	A proposal for an adjournment of the special meeting if needed to permit further solicitation of proxies, if there are insufficient votes at the time of the special meeting to approve the Reorganization and the contribution to the charitable foundation.
	(circle one)               APPROVE               DISAPPROVE
(4)	In their discretion, the Board of Directors is authorized to vote on such other matters relating to the conduct of the meeting as may properly come before the Special Meeting or any adjournment thereof. (Management of Wauwatosa Savings Bank is not aware of any other matters.)

COVER

Writer’s Direct Dial: 414.277.5143

Writer’s Fax: 414.978.8968

E-Mail: hrs@quarles.com

Quarles & Brady llp
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497

June 10, 2005

SUBMITTED VIA EDGAR
AS CORRESPONDENCE

U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:	Wauwatosa Holdings, Inc.
	Registration Statement on Form S-1

Ladies and Gentlemen:

     This letter accompanies the filing of a Registration Statement on Form S-1 of Wauwatosa Holdings, Inc. Wauwatosa Holdings is a corporation being formed in the reorganization of Wauwatosa Savings Bank, currently a Wisconsin state-chartered mutual savings bank, into a two-tier mutual holding company format. Wauwatosa Holdings will be a mid-tier holding company to be formed pursuant to banking regulations. Under those regulations, Wauwatosa Holdings is not legally formed until completion of the regulatory reorganization process. Therefore, the registration statement is being filed on behalf of Wauwatosa Holdings by Wauwatosa Savings Bank, the entity which is effecting the reorganization, and is signed by the Wauwatosa Savings Bank directors and officers whom Wauwatosa Savings Bank has designated to become Wauwatosa Holdings directors and officers.

U.S. Securities and Exchange Commission
June 10, 2005
Page 2

     Wauwatosa Holdings has previously filed a permanent hardship request relating to one of the exhibits being filed, the appraisal report which is Exhibit 99.3. A full copy of that exhibit has been filed in paper format, under cover of Form SE. The portions of that exhibit which can feasibly be EDGAR converted, and all other exhibits, are being filed via EDGAR with the registration statement.

     Please feel free to contact the undersigned at 414.277.5143 if you have any questions or require any additional information, and when a determination is made as to whether to review this filing. In addition, if I am not available, you may also speak with James D. Friedman at 414.277.5735 or Ryan L. Van Den Elzen at 414.277.5455, all of this office.

     Thank you for your consideration in this matter.

	Very truly yours,
	QUARLES & BRADY llp
	/s/ Hoyt R. Stastney
	Hoyt R. Stastney
HRS:jj
cc: Ryan Van Den Elzen, Esq.