Wauwatosa Holdings, Inc. (Form: 8-K)

The home office of Wauwatosa Holdings, Inc. (the “Company”) shall be at 11200 West Plank Court, in the city of Wauwatosa, in the State of Wisconsin 53226.

Section 1. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Company or at such other convenient place as the board of directors may determine.

Section 2. Annual Meeting. A meeting of the shareholders of the Company for the election of directors and for the transaction of any other business of the Company shall be held annually within 150 days after the end of the Company’s fiscal year, on the third Wednesday of May of each calendar year, if not a legal holiday, and if a legal holiday, then on the next day following which is not a legal holiday, or at such other date and time within such 150-day period as the board of directors may determine.

Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision (the “Office”), may be called at any time by the chairman of the board, the president, or by a majority of the board of directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of two-thirds of the eligible votes of shareholders. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Company addressed to the chairman of the board, the president, or the secretary.

Section 4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with written procedures established by the Board of Directors. The board of directors shall designate, when present, either the chairman of the board or president to preside at such meetings.

Section 5. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally, electronically or by mail, by or at the direction of the chairman of the board, the president, or the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Company as of the record date prescribed in Section 6 of this Article II with postage prepaid. When any shareholders’ meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.

Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Company shall make a complete list of the shareholders of record entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Company and shall be subject to inspection by any shareholder of record or the shareholder’s agent at any time during usual business hours for a period of 20 days prior to such meeting. Such list also shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or the shareholder’s agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in § 552.6(d) of the Office’s regulations as now or hereafter in effect.

Section 8. Quorum. A majority of the outstanding shares of the Company entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If a quorum is present at a meeting of shareholders and the withdrawal of shareholders results in the presence of less than a quorum, the shareholders present may continue to transact business until adjournment. If a quorum is present the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter. Directors, however, are elected by a plurality of the votes cast at an election of directors.

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.

Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Company to the contrary, at any meeting of the shareholders of the Company any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 11. Voting of Shares of Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may be voted by the Company if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Company nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Company, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 12. Cumulative Voting. Stockholders may not cumulate their votes for election of directors.

Section 13. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting or at the meeting by the chairman of the board or the president.

Unless otherwise prescribed by regulations of the Office, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

Section 14. Nominating Committee. The board of directors shall appoint a nominating committee for selecting the management nominees for election of directors. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Company. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Company at least 30 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Company. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.

Section 15. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary of the Company at least 30 days prior to the date of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least 30 days before the meeting, such proposal shall be laid over for action at an adjourned, special or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

Section 16. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter.

Section 1. General Powers. The business and affairs of the Company shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board and a president from among its members and shall designate, when present, either the chairman of the board or the president to preside at its meetings.

Section 2. Number and Term. The board of directors shall consist of five (5) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without notice other than this bylaw following the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. Directors may participate in a meeting by means of a conference telephone or similar communications device through which all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person for all purposes.

Section 4. Qualification. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Company unless the company is a wholly-owned subsidiary of a holding company.

Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president, or one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place, within the Company’s normal lending territory, as the place for holding any special meeting of the board of directors called by such persons.

Members of the board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person for all purposes.

Section 6. Notice. Written notice of any special meeting shall be given to each director at least 24 hours prior thereto when delivered personally or by electronic mail, or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if sent by mail, when delivered personally or when the Company receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the Office or by these bylaws.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Company addressed to the chairman of the board or the president. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board or the president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.

Section 11. Vacancies. Any vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.

Section 12. Compensation. Directors, as such, may receive a stated salary for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the board of directors may determine.

Section 13. Presumption of Assent. A director of the Company who is present at a meeting of the board of directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Company within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

Section 15. Integrity of Directors. A person is not qualified to serve as a director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against who a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

Section 1. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation.

Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Company or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease, or other disposition of all or substantially all of the property and assets of the Company otherwise than in the usual and regular course of its business; a voluntary dissolution of the Company; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee.

Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date, and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.

Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the Company. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred.

Section 10. Other Committees. The board of directors may by resolution establish an audit, loan, or other committee composed of directors as it may determine to be necessary or appropriate for the conduct of the business of the Company and may prescribe the duties, constitution, and procedures thereof.

Section 1. Positions. The officers of the Company shall be a president, one or more vice presidents, a secretary, and a treasurer or chief financial officer, each of whom shall be elected by the board of directors. The board of directors also may designate the chairman of the board as an officer. The offices of the secretary and treasurer or chief financial officer may be held by the same person and a vice president also may be either the secretary or the treasurer or chief financial officer. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors also may elect or authorize the appointment of such other officers as the business of the Company may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Company shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer’s death, resignation, or removal in the manner hereinafter provided. Election or appointment of an officer, employee, or agent shall not of itself create contractual rights. The board of directors may authorize the Company to enter into an employment contract with any officer in accordance with regulations of the Office; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.

Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Company will be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.

Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors.

Section 1. Contracts. To the extent permitted by regulations of the Office, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee or agent of the Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company. Such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Company and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Company shall be signed by one or more officers, employees, or agents of the Company in such manner as shall from time to time be determined by the board of directors.

Section 4. Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in any duly authorized depositories as the board of directors may select.

Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Company shall be in such form as shall be determined by the board of directors and approved by the Office. Such certificates shall be signed by the chief executive officer or by any other officer of the Company authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Company itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Company. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and cancelled, except that in the case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Company as the board of directors may prescribe. The Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company.

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Company shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a duly executed power of attorney and filed with the Company. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Company shall be deemed by the Company to be the owner for all purposes.

The fiscal year of the Company shall end on the last day of December of each year. The appointment of accountants shall be subject to annual ratification by the shareholders.

Subject only to the terms of the Company’s charter and the regulations and orders of the Office, the board of directors may, from time to time, declare, and the Company may pay, dividends on its outstanding shares of capital stock.

The board of directors shall provide a Company seal which shall be two concentric circles between which shall be the name of the Company. The year of incorporation or an emblem may appear in the center.

These bylaws may be amended in a manner consistent with regulations of the Office and shall be effective after: (i) approval of the amendment by a two-thirds vote of the authorized board of directors, or by an affirmative vote of a majority of the votes cast by the shareholders of the Company at any legal meeting; and (ii) receipt of any applicable regulatory approval. When the Company fails to meet its quorum requirements, solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws.

The Company shall indemnify its personnel, including directors, officers and employees, to the fullest extent authorized by applicable law and OTS regulations, as the same exists or may hereafter be amended.


ARTICLE I ESTABLI	SHMENT OF PLAN AND PURPOSE 1
ARTICLE II	DEFINITIONS	1
ARTICLE III	ELIGIBILITY	3
ARTICLE IV	COMPENSATION DEFERRAL AND DISTRIBUTION ELECTIONS	3
ARTICLE V	PARTICIPANT ACCOUNTS	4
ARTICLE VI	VESTING	5
ARTICLE VII	DISTRIBUTIONS	6
ARTICLE VIII	ADMINISTRATION OF THE PLAN	7
ARTICLE IX	CLAIMS PROCEDURES	8
ARTICLE X	AMENDMENT OR TERMINATION OF PLAN	8
ARTICLE XI	PLAN FUNDING	9
ARTICLE XII	GENERAL PROVISIONS	9

1.01 Establishment of Plan. Wauwatosa Savings Bank (the “Company”) hereby established the Wauwatosa Savings Bank Executive Deferred Compensation Plan (the “Plan”), effective as of September 1, 2006.

1.02 Purpose of Plan. Under the Plan, selected senior management and highly compensated employees are permitted to defer, until a future designated date, a portion of the compensation which may otherwise be payable to them at an earlier date. By allowing key management employees to participate in the Plan, the Company expects the Plan to benefit it and its Subsidiaries by attracting and retaining the most capable individuals to fill its executive positions. Furthermore, the Plan is a deferred compensation arrangement intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Final Treasury Regulations under Code Section 409A were issued in April 2007, and require non-qualified deferred compensation plans to be in compliance with said Final Treasury Regulations by no later than December 31, 2008. Accordingly, the Plan has been amended and restated, effective September 1, 2006, to comply with Final Treasury Regulations issued under Code Section 409A.

(a) Account. The bookkeeping account maintained for each Participant pursuant to Article V below.

(b) Administrator. The person or persons selected pursuant to Article VIII below to control and manage the operation and administration of the Plan.

(c) Beneficiaries. Those persons or entities designated by a Participant on the Beneficiary Designation Election Form (Exhibit A hereto) to receive his benefits under the Plan upon his death.

(d) Change of Control. (i) Any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than Lamplighter Financial, MHC (“MHC”) becomes the beneficial owner, directly or indirectly, of a majority of the capital stock of Wauwatosa Holdings, Inc. in a transaction or transactions subject to either the notice provisions of the Change in Bank Control Act of 1978 (12 U.S.C. § 1817 (j), as amended from time to time), or approval under the Bank Holding Company Act of 1956 (12 U.S.C. § 1841, as amended from time to time); (ii) during any period of two consecutive years, the individuals, who at the beginning of any such period constituted the directors of Wauwatosa Holdings, Inc., cease for any reason to constitute at least a majority thereof; (iii) Wauwatosa Holdings, Inc. files a report or proxy statement with the Securities and Exchange Commission and/or the Federal Reserve Board disclosing in response to Item 5.01 of Form 8-K or Item 5 of Part II of Form 10-Q, each promulgated pursuant to the Exchange Act or Item 6(e) of Schedule 14A promulgated thereunder, or successor Items, that a change in control of Wauwatosa Holdings, Inc. has or may have occurred pursuant to any contract or transaction; or (iv) any person other than Wauwatosa Holdings, Inc. or MHC becomes the owner of more than 25% of the voting securities of the Company. However, notwithstanding the foregoing provisions, a reorganization of Wauwatosa Holdings, Inc. and MHC in which the shareholders of Wauwatosa Holdings, Inc. prior to such reorganization, the members of MHC and any members of the public, which acquire shares of such entity pursuant to a public offering of securities approved in advance by the board of directors of MHC, together control the successor entity shall not constitute a “Change in Control” hereunder.

(e) Company. Wauwatosa Savings Bank, a Wisconsin-chartered savings bank, or a successor thereof.

(f) Compensation. The total of the Participant’s base salary, commissions, bonuses and other cash incentive pay, which shall include amounts deferred by the Participant under this Plan or any other employee benefit plan of the Company. In all cases, Compensation shall include only compensation paid while a Participant in the Plan and employed by the Company or a Subsidiary. Compensation shall not include any severance or salary continuation payments.

(g) Participants. Such senior management and highly compensated employees of the Company or a Subsidiary whom the Administrator has identified as eligible to defer Compensation hereunder and who elect to participate by deferring Compensation.

(h) Plan. The Wauwatosa Savings Bank Executive Deferred Compensation Plan, as stated herein and as amended from time to time.

(i) Plan Year. The period beginning on September 1, 2006 and ending on December 31, 2006, and, thereafter, each 12-month period ending on each subsequent December 31.

(j) Separation from Service. Separation from Service means the Participant’s retirement or other termination of employment with the Company within the meaning of Code Section 409A. No Separation from Service shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months or, if longer, so long as the Participant’s right to reemployment is provided by law or contract. If the leave exceeds six months and the Participant’s right to reemployment is not provided by law or by contract, then the Participant shall have a Separation from Service on the first date immediately following such six-month period.

Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 49% of the average level of bona fide services performed over the immediately preceding 36 months (or such lesser period of time in which the Participant performed services for the Company). The determination of whether a Participant has had a Separation from Service shall be made by applying the presumptions set forth in the Treasury Regulations under Code Section 409A.

(k) Subsidiary. An entity of which the Company is the direct or indirect beneficial owner of not less than 50% of all issued and outstanding equity interest of such entity.

(l) Unforeseeable Emergency. A severe financial hardship of a Participant resulting from an illness or accident of the Participant or of the Participant’s spouse or dependent (as defined in Code Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances beyond the control of the Participant. The existence of an Unforeseeable Emergency shall be determined by the Administrator in its sole discretion.

3.01 Conditions of Eligibility. The Administrator shall, from time to time, specify the senior management and highly compensated employees of the Company or a Subsidiary eligible to participate herein. Eligibility to participate in the Plan for one Plan Year does not guarantee eligibility for a subsequent Plan Year.

3.02 Commencement of Participation. An individual identified as eligible to participate in the Plan for that Plan Year shall, by electing a deferral of Compensation on the Deferral Election Form with Distribution Options (Exhibit B hereto) provided by the Administrator, commence participation as of (a) the first day of such Plan Year or (b) such later date in that Plan Year as he first becomes eligible to participate in the Plan.

3.03 Termination of Participation. A Participant’s right to defer Compensation hereunder shall cease as of the earlier of the (a) termination of his employment with the Company and all Subsidiaries or (b) failure of the Administrator to designate him as eligible to participate herein.

(a) Each Participant must make an annual election with respect to his Compensation deferrals. The Participant must return the Deferral Election Form with Distribution Options to the Administrator no later than the date specified by the Administrator, which date shall be prior to (i) the first day of the Plan Year for which the Compensation is to be deferred, (ii) in the case of a new Participant, the 30^th day after first becoming eligible to participate in the Plan, with respect to Compensation earned for services performed subsequent to the election, or (iii) in the case of the first Plan Year, September 30, 2006, with respect to Compensation earned for services performed subsequent to the election. The Deferral Election Form with Distribution Options shall become irrevocable as of the date it is to be effective.

(b) The Participant must indicate on the Deferral Election Form with Distribution Options the amount of his Compensation for such Plan Year, or portion thereof, which he elects to defer hereunder. A Participant may defer (i) up to 80% of his salary or commissions and/or (ii) up to 100% of his bonus or incentive pay; provided, however, that (A) the Participant may not defer less than $5,000 in a Plan Year (or a prorated amount for any period shorter than a full Plan Year) and (B) the Participant’s deferral election for a Plan Year shall relate to Compensation earned by him during such Plan Year, whether or not paid during that Plan Year.

(c) If a Participant elects to defer a portion of his salary or commissions, the Company shall reduce the Participant’s salary or commissions by an equal amount in each pay period during the Plan Year of deferral. If a Participant elects to defer all or a portion of his bonus or incentive pay, the Company shall reduce each such Compensation payment by the percentage elected by the Participant.

4.02 Cessation of Deferral. In the event of an Unforeseeable Emergency, a Participant may request in writing that deferrals elected by the Participant hereunder cease for the then current Plan Year. If the Administrator determines that such an Unforeseeable Emergency exists, the Participant’s deferrals for such Plan Year shall cease for the remainder of the Plan Year. In addition, if required in order for a Participant to receive a hardship distribution under any tax-qualified retirement plan subject to Code Section 401(k) maintained by the Company or a Subsidiary, the Participant’s deferrals under this Plan shall cease for the remainder of the Plan Year.

(a) Each Participant shall elect, at the time the Participant files his Deferral Election Form with Distribution Options, the calendar year in which such deferrals, as well as any investment earnings attributable to such Compensation deferrals, are to be distributed to him. All payments shall be made in the form of a cash lump sum in accordance with Section 7.01. The year of distribution may be any year subsequent to the year of deferral, including any year prior to or following the Participant’s Separation from Service. Notwithstanding the foregoing, if the Participant fails to elect a time for distribution, such amount will be distributed no later than December 31 of the calendar year in which the Participant Separates from Service with the Company and all Subsidiaries.

(b) A Participant may change the date as of which any portion of his Account is to be distributed to him by filing a Change of Distribution Options Form (Exhibit C hereto) with the Administrator, provided that (i) the election shall not take effect until at least 12 months after the date on which the election is made and (ii) the first payment with respect to which such election is made is deferred for at least five years from the date such payment would otherwise have been made.

(c) Notwithstanding anything in the Plan to the contrary, a Participant who previously designated the calendar year in which his or her Compensation deferrals shall be distributed may elect to change the calendar year in which the Participant receives his or her Compensation deferrals by filing with the Company a Transition Year Election Form (Exhibit D hereto), provided that such election is made by December 31, 2008. For elections after December 31, 2008, please refer to Section 4.03(b).

5.01 Establishment of Account. The Company shall credit the amounts deferred by a Participant under Section 4.01 to the Participant’s Account.

(a) A Participant may file an Investment Election Form (Exhibit E hereto) with the Administrator setting forth the investment alternatives used to value his Account. The initial investment options available to each Participant are (i) the Moody’s A Long-Term Corporate Bond Rate, adjusted as of the first day of each Plan Year to equal the average yield for the month of September of the previous Plan Year and (ii) the total return of the Standard & Poor’s 500 Index for the applicable calendar quarter.

(b) All investment elections must be in increments of 10%. If a Participant does not file an Investment Election Form, the Account shall be deemed to be invested in the Moody’s A Long-Term Corporate Bond Rate option, or such similar option as designated by the Administrator.

(c) The Participant may change his investment options as of each January 1 or July 1 by delivering to the Administrator a new Investment Election Form at least 15 days prior to such effective date.

(d) The Company can change, add or eliminate investment options in its sole discretion upon advance notice to each Participant, in which case the Participant shall be given an opportunity to reallocate his investments among the available alternatives; provided, however, that upon a Change of Control, the Company may not change the investment choices available to Participants hereunder without the consent of a majority of the Participants.

(e) A Participant’s Account shall reflect only the performance of such investment options and the Participant shall have no property right or security interest in the actual investment performance of any assets that may be invested by the Company to provide for the payment of benefits under this Plan.

(a) At the end of each calendar quarter, the Administrator shall (i) increase the Account of each Participant by (A) the amount, if any, of his Compensation deferred during any calendar quarter, (B) any income or gains resulting as if the Account, computed in accordance with subsection (b) below, were invested pursuant to the timely-filed Investment Election Form in effect for such quarter and (ii) decrease the Account by (A) any withdrawals from the Account during the calendar quarter and (B) any losses resulting as if the Account, computed in accordance with subsection (b) below, were invested pursuant to the timely-filed investment election in effect for such calendar quarter.

(b) For purposes of computing the investment return on the Account for any calendar quarter, the principal balance as of the first day of the relevant quarter shall equal the balance as of the end of the preceding quarter, increased by 50% of the Participant’s Compensation deferral contributions, if any, credited to the Account during the quarter pursuant to Section 4.01 hereof, and decreased by any distribution made to the Participant or his Beneficiaries during the quarter.

Subject to the rights of the Company’s creditors as described in Article XI, the Account of a Participant, including all earnings and losses attributable thereto, shall at all times be fully vested and nonforfeitable.

7.01 Distribution of Account Pursuant to Election. Each Participant’s Account, or portion thereof, shall be distributed to him in a lump sum cash payment immediately following the last day of the third calendar quarter of the Plan Year in which such amount is to be distributed pursuant to the Participant’s election made in accordance with Section 4.03 of the Plan, but no later than December 31 of that Plan Year; provided, however, that any amount that is distributable upon the Participant’s Separation from Service that occurs in the fourth quarter of a Plan Year shall be distributed in a lump sum cash payment immediately following the last day of such calendar quarter, but no later than the March 15^th immediately after the last day of such calendar quarter.

(a) Upon the Participant’s death, any balance remaining in his Account shall be paid to his Beneficiary or Beneficiaries in a lump sum cash payment (i) on the first day of the fourth calendar quarter of the Plan Year in which the Participant’s death occurred; or (ii) if the Participant’s death occurs during the fourth quarter of a Plan Year, then immediately following the last day of such quarter, but no later than the March 15^th immediately after the last day of such calendar quarter.

(b) Each Participant may designate a Beneficiary or Beneficiaries to whom the Participant’s Account shall be distributed in the event he dies before his entire Account is distributed to him. Any such designation shall be made in writing on a form provided by the Company. The Participant may make or change the Beneficiary designation under this Section 7.02 at any time prior to death. If the Participant has not designated a Beneficiary under the Plan, or if no designated Beneficiary is living on the date of distribution hereunder, the Account shall be paid to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with his will or applicable intestacy law, or in the event that there shall be no such representative duly appointed and qualified within six months after the date of death, then to such persons who, at the date of the Participant’s death, would be entitled to share in the distribution of his personal estate under the provisions of the applicable statute then in force governing the descent of intestate property, in the proportions specified in such statute.

7.03 Unforeseeable Emergency. In the event of an Unforeseeable Emergency, a Participant may request in writing, using the Hardship Distribution Form (Exhibit F hereto), that all or any portion of his Account be paid prior to the normal time for payment of such amount. The Administrator shall, in its reasonable judgment, determine whether the Participant could not satisfy the emergency through reimbursement or compensation by insurance or otherwise, by liquidation of other assets (provided such liquidation, in itself, would not create a financial hardship) or by ceasing deferrals hereunder. Only if the Administrator determines that such an Unforeseeable Emergency exists, the Company shall pay to the Participant an amount equal to the lesser of (a) the amount requested or (b) the amount reasonably necessary to alleviate the hardship, which in each case may include amounts necessary to pay federal, state or local income taxes and penalties reasonably anticipated to result from the distribution.

(a) If any Account or portion thereof is distributable in connection with the Participant’s Separation from Service with the Company or a Subsidiary, and if at the time of such Separation from Service the Participant is a “Key Employee” as defined in Code Section 416(i) (without reference to paragraph 5 thereof), payment of such amounts shall not be made until the first day of the seventh month following the Participant’s Separation from Service.

(b) If the Company reasonably anticipates that any distribution to a Participant of any portion of his Account would result in a limitation of the Company’s deduction with respect to such payment under Code Section 162(m), the Company shall direct the Administrator to delay the payment of such amount until the earliest date at which the Company reasonably anticipates that its deduction under Code Section 162(m) will not be limited because of such payment, or the calendar year in which the Participant Separates from Service with the Company and its Subsidiaries.

8.01 Appointment of Administrator. The Company shall, in writing, appoint one or more persons to serve as the Plan Administrator. Any person, including an employee of the Company or a Subsidiary, shall be eligible to serve as Administrator. Persons serving as Administrator may resign by written notice to the Company and the Company may appoint or remove such persons by written notice. An Administrator consisting of more than one person shall act by a majority of its members at the time in office and may authorize any one or more of its members to execute any document or documents on behalf of the Administrator, in which event the Administrator shall notify the Company of the member or members so designated. No person serving as Administrator shall vote or decide upon any matter relating solely to himself or solely to any of his rights or benefits pursuant to the Plan.

8.02 Powers and Duties of Administrator. The Administrator shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan. The Administrator shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan, including, but not limited to, questions of eligibility and the status and rights of employees, Participants and other persons. Any such determination by the Administrator shall be conclusive and binding on all persons. The regularly kept records of the Company shall be conclusive and binding upon all persons with respect to a Participant’s date and length of employment, time and amount of Compensation and the manner of payment thereof, type and length of any absence from work and all other matters contained therein relating to Participants.

8.03 Plan Expenses. The expenses incurred by the Administrator in the proper administration of the Plan shall be paid by the Company.

8.04 Limitation of Authority. The Administrator shall not add to, subtract from, or modify any of the terms of the Plan, change or add to any benefits prescribed by the Plan, or waive or fail to apply any Plan requirement for benefit eligibility.

9.01 Procedure for Denial of Benefits. In the event that a claim for benefits under the Plan of a Participant or Beneficiary (the “Claimant”) is denied in whole or in part by the Administrator, the Administrator will notify the Claimant of the denial. Such notification will be in writing within 90 days of the date the claim is received by the Administrator and will include: (i) the specific reason for the denial; (ii) specific references to pertinent Plan provisions on which denial is based; (iii) a description of any additional material and information necessary for the Claimant to perfect his claim and an explanation of why the material or information is necessary; and (iv) an explanation of the appeals process.

9.02 Appeal. The Claimant has 60 days from the date he receives notice of a claim denial to file a written request for review of the denial with the Administrator. The Administrator will review the claim denial and inform the Claimant in writing of its decision within 60 days of the date the review request is received by the Administrator. This decision will be final.

10.01 Partial Termination. The board of directors of the Company may partially terminate the Plan by freezing future accruals if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Company.

10.02 Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Company shall pay out to the Participant his or her benefit as if the Participant had terminated employment as of the effective date of the complete termination. Such complete termination of the Plan shall occur only under the following circumstances and conditions:

(i) The Administrator may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(ii) The board of directors of the Company may terminate the Plan within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Company are terminated so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. For these purposes, “Change in Control” shall be defined in accordance with the Treasury Regulations under Code Section 409A.

(iii) The board of directors of the Company may terminate the Plan provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; (ii) all arrangements sponsored by the Company that would be aggregated with this Plan under Treasury Regulations Section 1.409A-1(c) if the Participant covered by this Plan was also covered by any of those other arrangements are also terminated; (iii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iv) all payments are made within 24 months of the termination of the arrangements; and (v) the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations Section 1.409A-1(c) if the Participant participated in both arrangements, at any time within three years following the date of termination of the arrangement.

11.01 Unfunded Plan. The Plan is intended to be an unfunded plan maintained solely for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974.

11.02 Unsecured Rights. The right of the Participant or his Beneficiary to receive a distribution under the Plan will be an unsecured claim against the general assets of the Company, and neither the Participant nor his Beneficiary nor any other person will have any rights in or against any amount credited to the Account or any other specific assets of the Company. All amounts credited to the Accounts will constitute general assets of the Company.

11.03 Trust Agreement. Notwithstanding the provisions of Section 11.02, the Company may enter into a trust agreement whereby the Company will agree to contribute amounts to a trust for the purpose of accumulating assets to fund benefit payments to the Participants. The Company has the sole discretion to determine the amounts to contribute to the trust. Such trust agreement will be substantially in the form of a model trust agreement set forth in Internal Revenue Service Revenue Procedure 92-64, or any subsequent Revenue Procedure, and will include provisions required in such model trust agreement that all assets of the trust will be subject to the creditors of the Company in the event of insolvency. The obligations of the Company to the Participant thereunder may be satisfied in all or in part with the assets of the trust. Any assets of the trust remaining after all obligations hereunder with respect to the Participant have been satisfied will be paid to the Company.

12.01 Nontransferability. No Participant or Beneficiary may sell, assign, transfer encumber or otherwise dispose of the right to receive payments hereunder. A Participant’s rights to benefit payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of a Participant or a Beneficiary.

12.02 Employment Not Guaranteed Plan. The establishment of this Plan and the designation of an employee as a Participant shall not give any Participant the right to continued employment with the Company or any Subsidiary or limit the right of the Company or any Subsidiary to dismiss the Participant or modify the terms of employment of any Participant.

12.03 Notice. Any and all notices, designations or forms provided for herein shall be in writing and delivered personally or by certified mail, return receipt requested, addressed, in the case of the Company, to the Corporate Secretary at 11200 West Plank Court, Suite 100, Wauwatosa, Wisconsin 53226 and, in the case of a Participant or Beneficiary, to his home address as shown on the records of the Company. The addresses referenced herein may be changed by a notice delivered in accordance with the requirement of this Section 12.03.

12.04 Limitation on Liability. In no event shall the Company, Administrator or any employee, officer or director of the Company be liable to any Participant, former Participant or Beneficiary or other person for any claim, loss, liability or expense incurred with respect to the Plan, other than the payment of benefits hereunder.

12.05 Special Distribution Provision. Notwithstanding anything to the contrary contained herein, in the event that (a) the Internal Revenue Service prevails in a claim that all or any portion of the Participant’s Account constitutes taxable income to the Participant or his Beneficiary for any taxable year of such Participant prior to the taxable year in which such amount is distributed to him, or (b) legal counsel satisfactory to the Company and the Participant renders an opinion that the Internal Revenue Service would likely prevail in such a claim, the affected portion of the Participant’s Account shall be immediately distributed to the Participant (or his Beneficiary). For purposes of this Section 12.05, the Internal Revenue Service shall be deemed to have prevailed in a claim if such claim is upheld by a court of final jurisdiction, or if the Company or the Participant, based upon an opinion of legal counsel satisfactory to the Company and the Participant, fails to appeal a decision of the Internal Revenue Service, or a court of applicable jurisdiction, with respect to such claim, to an appropriate Internal Revenue Service appeals authority or to a court of higher jurisdiction within the appropriate time period.

12.06 Taxes. The Company shall have the right to deduct from all amounts paid pursuant to the Plan any amount required by law to be withheld to satisfy a tax obligation. The Participant, his Beneficiary or his estate shall be solely liable for the payment of any tax obligation that arises from a payment under the Plan.

12.07 Incapacity of Recipient. Subject to applicable state law, if any person entitled to a payment under the Plan is deemed by the Administrator to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Administrator may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Administrator, the Company and the Plan therefor.

12.08 Severability. Any provision of this Plan prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof. The illegal or invalid provisions shall be fully severable and this Plan shall be construed and enforced as if the illegal or invalid provisions had never been inserted in this Plan.

12.09 Headings. All articles and headings under this Plan are intended merely for convenience and shall in no way be deemed to modify or supplement the actual terms and provisions stated thereunder.

12.10 Applicable Law. The Plan shall be construed and administered under the laws of the State of Wisconsin except to the extent preempted by federal law.

12.11 Acceleration of Payments. Except as specifically permitted herein or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated hereunder by the Company, in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated, in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) in the case of certain distributions to avoid a non-allocation year under Code Section 409(p); (vi) to apply certain offsets in satisfaction of a debt of the Participant to the Company; (vii) in satisfaction of certain bona fide disputes between the Participant and the Company; or (viii) for any other purpose set forth in the Treasury Regulations and subsequent guidance.

IN WITNESS WHEREOF, the Company has amended and restated this Wauwatosa Savings Bank Executive Deferred Compensation Plan, effective September 1, 2006.

Wauwatosa Holdings, Inc. Announces Results of Operations for the Fourth Quarter and Year Ended December 31, 2007.

WAUWATOSA, WI – 02/20/2008– Wauwatosa Holdings, Inc. (NASDAQ: WAUW) released 2007 fourth quarter and annual unaudited financial highlights, consolidated statements of operations and consolidated statements of financial condition.


	Three months ended						Years ended
	December 31,						December 31,
	2007			2006			2007			2006
	(Unaudited)						(Unaudited)
	(In thousands except ratios and per share data)
Operations Data:
Net interest income	$	8,578		$	9,623		$	34,841		$	38,449
Provision for loan losses		2,845			358			11,697			2,201
Noninterest income		1,665			1,275			6,842			5,156
Noninterest expense		7,708			6,944			28,682			28,652
Income (loss) before income taxes		(310	)		3,610			1,304			12,752
Income tax expense (benefit)		(617	)		1,326			(254	)		4,699
Net income		307			2,284			1,558			8,053
Selected Financial Ratios:
Yield on earning assets		6.06	%		6.12	%		6.10	%		6.03	%
Cost of funds		4.35			4.27			4.36			4.03
Interest rate spread		1.70			1.85			1.74			2.00
Return on average assets		0.07			0.54			0.09			0.50
Return on average equity		0.60			3.77			0.72			3.41
Average equity to average assets		11.94			14.35			13.07			14.79
Non-interest expense to average assets		1.77			1.65			1.72			1.80
Allowance for loan losses to total loans outstanding		0.92			0.52			0.92			0.52
Per Share:
Basic earnings per share	$	0.01		$	0.07		$	0.05		$	0.24
Diluted earnings per share		0.01			0.07			0.05			0.24
Book value per share		6.46			7.29			6.46			7.29
Weighted average shares outstanding		30,557,719			33,105,046			31,570,677			33,076,565
Shares outstanding at December 31		31,250,897			33,723,750			31,250,897			33,723,750


	December 31,				Percent
	2007		2006		Change
	(Unaudited)
			(Dollars in thousands)
Financial Condition:
Total assets	$	1,710,202	$	1,648,470		3.7		%
Loans receivable, net		1,389,209		1,365,712		1.7
Securities available for sale		172,137		117,330		46.7
Deposits		994,535		1,036,218		(4.0	)
Borrowings		475,484		334,003		42.4
Total equity		201,819		241,272		(16.4	)
Allowance for loan losses		12,839		7,195		78.4
Non-performing assets		88,893		29,408		202.3


	Three months ended						Years ended
	December 31,						December 31,
	2007			2006			2007			2006
	(Unaudited)						(Unaudited)
	(In thousands except per share data)
Interest income:
Loans	$	22,024		$	21,509		$	87,101		$	83,822
Mortgage-related securities		1,794			1,207			5,869			4,263
Debt securities, federal funds sold and
short-term investments		827			1,971			4,005			4,143

Total interest income		24,645			24,687			96,975			92,228

Interest expense:
Deposits		11,269			11,281			44,910			42,038
Borrowings		4,798			3,783			17,224			11,741

Total interest expense		16,067			15,064			62,134			53,779

Net interest income		8,578			9,623			34,841			38,449
Provision for loan losses		2,845			358			11,697			2,201

Net interest income after provision for loan losses		5,733			9,265			23,144			36,248

Noninterest income:
Service charges on loans and deposits		504			520			1,983			2,021
Increase in cash surrender value of life insurance		204			180			1,192			1,055
Loss on sale of securities		-			(35	)		-			(819	)
Mortgage banking income		775			357			2,912			2,109
Other		182			253			755			790

Total noninterest income		1,665			1,275			6,842			5,156

Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		3,709			3,715			15,487			16,209
Occupancy, office furniture, and equipment		1,211			1,168			4,990			4,304
Advertising		288			423			1,158			1,369
Data processing		475			229			1,622			1,730
Communications expense		175			232			729			700
Professional fees		319			450			1,230			1,243
Foreclosed properties		1,001			(28	)		1,200			116
Other		530			741			2,266			2,981

Total noninterest expenses		7,708			6,930			28,682			28,652

Income (loss) before income taxes		(310	)		3,610			1,304			12,752
Income tax expense (benefit)		(617	)		1,326			(254	)		4,699

Net income	$	307		$	2,284		$	1,558		$	8,053

Basic earnings per share	$	0.01		$	0.07			0.05			0.24
Diluted earnings per share	$	0.01		$	0.07			0.05			0.24


	December 31,
	2007			2006
	(Dollars in thousands)
Assets	(Unaudited)
Cash	$	5,492		$	26,745
Federal funds sold		11,833			19,458
Short term investments		559			27,604

Cash and cash equivalents		17,884			73,807
Securities available-for-sale (at fair value)		172,137			117,330
Securities held-to-maturity (at cost)		7,646			-
Loans held for sale		23,108			5,387
Loans receivable		1,402,048			1,372,907
Allowance for loan losses		(12,839	)		(7,195	)

Loans receivable, net		1,389,209			1,365,712
Office properties and equipment, net		32,018			32,625
Federal Home Loan Bank stock, at cost		19,289			17,213
Cash surrender value of life insurance		25,649			24,152
Real estate owned		8,543			520
Prepaid expenses and other assets		14,719			11,724

Total assets	$	1,710,202			1,648,470

Liabilities and Shareholders’ Equity
Liabilities:
Demand deposits	$	53,210		$	58,407
Money market and savings deposits		114,387			94,472
Time deposits		826,938			883,339

Total deposits		994,535			1,036,218
Federal Home Loan Bank advances short-term		53,484			41,224
Federal Home Loan Bank advances long-term		422,000			292,779
Advance payments by borrowers for taxes		606			190
Other liabilities		37,758			36,787

Total liabilities		1,508,383			1,407,198
Shareholders’ equity:
Common Stock (par value — $.01;		340			337
200,000,000 shares authorized;
33,975,250 shares issued; 31,250,897and
33,723,750 shares outstanding 2007 and 2006)
Additional Paid-In Capital		106,306			104,182
Accumulated other comprehensive
loss (net of taxes)		44			(1,225	)
Retained earnings, substantially restricted		146,367			144,809
Unearned ESOP shares		(5,977	)		(6,831	)
Treasury shares (2,724,353 shares), at cost		(45,261	)		-

Total shareholders’ equity		201,819			241,272

Total liabilities and shareholders’ equity	$	1,710,202			1,648,470


Federally Chartered Corporation	000-51507	20-3598485
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

11200 W Plank Ct, Wauwatosa, Wisconsin		53226
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Wauwatosa Holdings, Inc.

February 20, 2008	By:	Richard C. Larson

		Name: Richard C. Larson
		Title: CFO


Exhibit No.		Description

3.2		Amended and Restated Bylaws
10.1		Amended and Restated Deferred Compensation Plan
99.1		Press Release - 2007 Earnings


		WAUWATOSA SAVINGS BANK
Date: February 19, 2008
		By: Richard C. Larson
		Its: Chief Financial Officer


Date of Report (Date of Earliest Event Reported):		February 19, 2008


Registrant’s telephone number, including area code:		414-761-1000


As used herein, the following words shall have the following meanings:
2.01		Definitions.