SB-2/A

As filed with the Securities and Exchange Commission on January 30, 2007

Registration No. 333-139332

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO

FORM SB-2

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

SUGAR CREEK FINANCIAL CORP.

and

TEMPO BANK

EMPLOYEES’ SAVINGS AND PROFIT SHARING PLAN AND TRUST

(Name of Small Business Issuer in its Charter)

United States	6035	To Be Applied For
(State or Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

28 West Broadway Trenton, Illinois 62293-1304 (618) 224-9228	28 West Broadway Trenton, Illinois 62293-1304 (618) 224-9228
(Address and Telephone Number of Principal Executive Offices)	(Address of Principal Place of Business or Intended Principal Place of Business)

Robert J. Stroh, Jr.

Chairman, Chief Executive Officer

and Chief Financial Officer

Sugar Creek Financial Corp.

(in organization)

28 West Broadway

Trenton, Illinois 62293-1304

(618) 224-9228

(Name, Address and Telephone Number of Agent for Service)

Copies to

Paul M. Aguggia, Esq.

Sean P. Kehoe, Esq.

Muldoon Murphy & Aguggia LLP

5101 Wisconsin Avenue, N.W.

Washington, D.C. 20016

(202) 362-0840

Approximate date of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

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

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. ¨

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. ¨

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

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock $.001 par value	565,369 shares	$10.00	$5,653,690	(2)
Participation Interests	(3)	—	$815,598	(4)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) The registration fee of $605 was previously paid upon the filing of the Form SB-2 on December 14, 2006.

(3) In addition, pursuant to 416(c) under the Securities Act, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the Tempo Bank Employees’ Savings and Profit Sharing Plan and Trust.

(4) The securities of Sugar Creek Financial Corp. to be purchased by the Tempo Bank Employees’ Savings and Profit Sharing Plan and Trust are included in the amount shown for Common Stock. Accordingly, no separate fee is required for the participation interests. In accordance with Rule 457(h) of the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such plan.

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 Section 8(a), may determine.

Prospectus Supplement

INTERESTS IN

TEMPO BANK EMPLOYEES’ SAVINGS AND PROFIT-SHARING PLAN AND TRUST

AND OFFERING OF 81,559 SHARES OF

SUGAR CREEK FINANCIAL CORP.

COMMON STOCK ($.01 PAR VALUE)

This prospectus supplement relates to the offer and sale to participants in the Tempo Bank Employees’ Savings and Profit-Sharing Plan and Trust (the “401(k) Plan”) of participation interests and shares of common stock of Sugar Creek Financial Corp.

401(k) Plan participants may direct Bank of New York, the trustee for the Sugar Creek Financial Corp. Stock Fund, to use their current account balances to subscribe for and purchase shares of Sugar Creek Financial Corp. common stock through the Sugar Creek Financial Corp. Stock Fund. Based upon the value of the 401(k) Plan assets as of December 7, 2006, the Sugar Creek Financial Corp. Stock Fund trustee may purchase up to 81,559 shares of Sugar Creek Financial Corp. common stock, assuming a purchase price of $10.00 per share. This prospectus supplement relates to the election of 401(k) Plan participants to direct the trustee to invest all or a portion of their 401(k) Plan accounts in Sugar Creek Financial Corp. common stock.

The prospectus dated             , 2007 of Sugar Creek Financial Corp., which we have attached to this prospectus supplement, includes detailed information regarding the reorganization of Tempo Bank into the mutual holding company form of ownership and the offering of Sugar Creek Financial Corp. common stock, and the financial condition, results of operations and business of Tempo Bank. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

Please refer to “Risk Factors” beginning on page 18 of the prospectus.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, nor any other state or federal agency or any state securities commission, has approved or disapproved these securities. Any representation to the contrary is a criminal offense.

These securities are not deposits or accounts and are not insured or guaranteed by the Federal

Deposit Insurance Corporation or any other government agency.

This prospectus supplement may be used only in connection with offers and sales by Sugar Creek Financial Corp. of interests or shares of common stock under the 401(k) Plan to employees of Tempo Bank. No one may use this prospectus supplement to reoffer or resell interests or shares of common stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the attached prospectus. Sugar Creek Financial Corp., Tempo Bank and the 401(k) Plan have not authorized anyone to provide you with information that is different.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock shall under any circumstances imply that there has been no change in the affairs of Tempo Bank or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this Prospectus Supplement is             , 2007.

TABLE OF CONTENTS

THE OFFERING	1
Securities Offered	1
Election to Purchase Sugar Creek Financial Corp. Common Stock in the Reorganization	1
Value of Participation Interests	2
Method of Directing Transfer	2
Time for Directing Transfer	2
Irrevocability of Transfer Direction	2
Purchase Price of Sugar Creek Financial Corp. Common Stock	2
Nature of a Participant’s Interest in Sugar Creek Financial Corp. Common Stock	3
Voting and Tender Rights of Sugar Creek Financial Corp. Common Stock	3
DESCRIPTION OF THE 401(K) PLAN	3
Introduction	3
Eligibility and Participation	4
Contributions Under the Plan	4
Limitations on Contributions	4
401(k) Plan Investments	5
Benefits Under the 401(k) Plan	8
Withdrawals and Distributions From the 401(k) Plan	8
Administration of the 401(k) Plan	9
Amendment and Termination of the 401(k) Plan	9
Merger, Consolidation or Transfer of the 401(k) Plan	10
Federal Income Tax Consequences	10
Restrictions on Resale	11
SEC Reporting and Short-Swing Profit Liability	12
LEGAL OPINION	12

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THE OFFERING

Securities Offered

The securities offered in connection with this prospectus supplement are participation interests in the 401(k) Plan. Assuming a purchase price of $10.00 per share, the trustee may acquire up to 81,559 shares of Sugar Creek Financial Corp. common stock for the Sugar Creek Financial Corp. Stock Fund. The interests offered under this prospectus supplement are conditioned on the completion of the reorganization of Tempo Bank. Your investment in the Sugar Creek Financial Corp. Stock Fund in connection with the reorganization of Tempo Bank is also governed by the purchase priorities contained in the plan of reorganization. See the “Limitations on Purchases of Shares” section of the prospectus attached to this prospectus supplement for a discussion of the purchase priorities contained in the plan of reorganization.

This prospectus supplement contains information regarding the 401(k) Plan. The attached prospectus contains information regarding the reorganization of Tempo Bank and the financial condition, results of operations and business of Tempo Bank. The address of the principal executive office of Tempo Bank is 28 West Broadway, Trenton, Illinois 62293. The telephone number of Tempo Bank is (618) 224-9228.

Election to Purchase Sugar Creek Financial Corp. Common Stock in the Reorganization

In connection with the reorganization of Tempo Bank, the 401(k) Plan will permit you to direct the trustee to transfer all or part of the funds which represent your current beneficial interest in the assets of the 401(k) Plan to the Sugar Creek Financial Corp. Stock Fund. The trustee of the Stock Fund will subscribe for Sugar Creek Financial Corp. common stock offered for sale in connection with the reorganization. If there is not enough common stock in the reorganization to fill all subscriptions, the common stock will be apportioned and the trustee for the 401(k) Plan may not be able to purchase all of the common stock you requested. In such a case, the trustee may purchase shares in the open market, on your behalf, after the reorganization to fulfill your initial request, if you so elect. Such purchases may be at prices higher or lower than the initial public offering price of $10.00 per share.

As a 401(k) Plan participant, you may direct a transfer of funds to the Sugar Creek Financial Corp. Stock Fund. However, as mentioned above, your transfer directions are subject to subscription rights and purchase priorities. Your order for shares in the stock offering will be filled based on your purchase priority in the offering. Tempo Bank has granted subscription rights to the following persons in the following order of priority: (1) persons with $50.00 or more on deposit at Tempo Bank as of             , 200  ; (2) the Tempo Bank employee stock ownership plan; (3) persons with $50.00 or more on deposit at Tempo Bank as of             , 200  ; and (4) depositors of Tempo Bank as of             , 200   and borrowers of Tempo Bank as of             , 19  , whose loans continue to be outstanding as of             , 200  , who are ineligible to subscribe under categories (1) and (3), above. No individual may purchase more than $             of Sugar Creek Financial Corp. common stock in the offering, and no individual, no individual together with any associates, and no group of persons acting in concert, may purchase more than $             of Sugar Creek Financial Corp. common stock in the offering. If you fall into one of the above subscription offering categories, you have subscription rights to purchase shares of common stock in the offering and you may use funds in your 401(k) Plan account to purchase shares of Sugar Creek Financial Corp. common stock.

In addition to using funds allocated to your 401(k) Plan accounts, you may also purchase Sugar Creek Financial Corp. common stock in the offering using other funds. You have received or soon will receive stock offering materials in the mail, including a Stock Order Form. If you choose to place an order for stock in the offering using funds other than those in your 401(k) Plan accounts, you must complete and submit a separate Stock Order Form to the location and by the deadline indicated on that form.

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Value of Participation Interests

As of December 7, 2006, the market value of the assets of the 401(k) Plan equaled approximately $815,598. Tempo Bank has informed each participant of the value of his or her beneficial interest in the 401(k) Plan as of December 31, 2006. The value of 401(k) Plan assets represents past contributions to the 401(k) Plan on your behalf, plus or minus earnings or losses on the contributions, less previous withdrawals and loans.

Method of Directing Transfer

Enclosed with this prospectus supplement is a form for you to direct a transfer to the Sugar Creek Financial Corp. Stock Fund (the “Change of Investment Allocation Form”). If you wish to transfer all, or part, in multiples of not less than 1%, of your beneficial interest in the assets of the 401(k) Plan to the Sugar Creek Financial Corp. Stock Fund, you should complete the Change of Investment Allocation Form. If you do not wish to make such an election at this time, you do not need to take any action. The minimum investment in the Sugar Creek Financial Corp. Stock Fund during the initial public offering is $250.

Time for Directing Transfer

The deadline for submitting the Change of Investment Allocation Form with your directions to transfer amounts from your other investment funds to the Sugar Creek Financial Corp. Stock Fund in connection with the reorganization is             , 2007. You should return the Investment Form to              by 4:00 p.m. on             , 2007.

Irrevocability of Transfer Direction

Once you submit your Change of Investment Allocation Form to transfer amounts from your other investment funds to the Sugar Creek Financial Corp. Stock Fund, you cannot change your investment direction prior to the completion of the reorganization and stock offering. You may be able to change your investments in other investment funds under the 401(k) Plan, subject to the terms of the 401(k) Plan and any “blackout” notices to the contrary that you receive from the Plan Administrator. Following the closing of the stock offering and your initial purchase of shares in the Sugar Creek Financial Corp. Stock Fund, you may direct the investment of additional funds into the Sugar Creek Financial Corp. Stock Fund, subject to the terms and requirements of the 401(k) Plan.

Purchase Price of Sugar Creek Financial Corp. Common Stock

The trustee will use the funds transferred to the Sugar Creek Financial Corp. Stock Fund to purchase shares of Sugar Creek Financial Corp. common stock in the reorganization. The trustee will pay the same price for shares of Sugar Creek Financial Corp. common stock, $10.00 per share, as all other persons who purchase shares of Sugar Creek Financial Corp. common stock in the offering. If there is not enough common stock in the offering to fill all subscriptions, the common stock will be apportioned and the trustee for the 401(k) Plan may not be able to purchase all of the common stock you requested. In such a case, you may direct the trustee to purchase shares on your behalf after the reorganization in the open market, to fulfill your initial request. Such purchases may be at prices higher or lower than the reorganization offering price.

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Nature of a Participant’s Interest in Sugar Creek Financial Corp. Common Stock

Bank of New York, the 401(k) Plan trustee, will hold Sugar Creek Financial Corp. common stock in the name of the 401(k) Plan. The trustee will credit shares of common stock acquired at your direction to your account under the 401(k) Plan. Therefore, the investment designations of other 401(k) Plan participants will not affect the earnings of your Stock Fund account.

Voting and Tender Rights of Sugar Creek Financial Corp. Common Stock

The 401(k) Plan trustee generally will exercise voting and tender rights attributable to all Sugar Creek Financial Corp. common stock held by the Sugar Creek Financial Corp. Stock Fund, as directed by participants with interests in the Sugar Creek Financial Corp. Stock Fund. With respect to each matter as to which holders of Sugar Creek Financial Corp. common stock have a right to vote, you will be given voting instruction rights reflecting your proportionate interest in the Sugar Creek Financial Corp. Stock Fund. The number of shares of Sugar Creek Financial Corp. common stock held in the Sugar Creek Financial Corp. Stock Fund that are voted for and against each matter will be proportionate to the number of voting instruction rights exercised by participants. If there is a tender offer for Sugar Creek Financial Corp. common stock, the 401(k) Plan provides that each participant will be allotted a number of tender instruction rights reflecting the participant’s proportionate interest in the Sugar Creek Financial Corp. Stock Fund. The percentage of shares of Sugar Creek Financial Corp. common stock held in the Sugar Creek Financial Corp. Stock Fund that will be tendered will be the same as the percentage of the total number of tender instruction rights that are exercised in favor of the tender offer. The remaining shares of Sugar Creek Financial Corp. common stock held in the Sugar Creek Financial Corp. Stock Fund will not be tendered. The 401(k) Plan makes provisions for participants to exercise their voting instruction rights and tender instruction rights on a confidential basis.

DESCRIPTION OF THE 401(K) PLAN

Introduction

On January 1, 1994, Tempo Bank began participation in the Financial Institutions Thrift Plan. Effective February 6, 2007, Tempo Bank withdrew from the Financial Institutions Thrift Plan and simultaneously adopted the 401(k) Plan in order to include the Sugar Creek Financial Corp. Stock Fund as an investment alternative. Tempo Bank intends for the 401(k) Plan to comply, in form and in operation, with all applicable provisions of the Internal Revenue Code of 1986, as amended, and the Employee Retirement Income Security Act of 1974, as amended, or “ERISA.” Tempo Bank may change the 401(k) Plan from time to time in the future to ensure continued compliance with these laws. Tempo Bank may also amend the 401(k) Plan from time to time in the future to add, modify, or eliminate certain features of the 401(k) Plan, as it sees fit. As a 401(k) Plan governed by ERISA, federal law provides you with various rights and protections as a 401(k) Plan participant. Although the 401(k) Plan is governed by many of the provisions of ERISA, the Pension Benefit Guaranty Corporation does not guarantee your benefits under the 401(k) Plan.

Reference to Full Text of the 401(k) Plan. The following portions of this prospectus supplement provide an overview of the material provisions of the 401(k) Plan. Tempo Bank qualifies this overview in its entirety, however, by reference to the full text of the 401(k) Plan. You may obtain copies of the full 401(k) Plan document by contacting                      at Tempo Bank. You should carefully read the full text of the 401(k) Plan document to understand your rights and obligations under the 401(k) Plan.

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Eligibility and Participation

Eligible employees of Tempo Bank may participate in the 401(k) Plan as of the first day of the month coinciding with or following their satisfaction of the 401(k) Plan participation requirements. Generally, employees may participate in the 401(k) Plan upon their completion of one year of employment.

As of December 7, 2006, 18 of the 20 employees of Tempo Bank participated in the 401(k) Plan.

Contributions Under the 401(k) Plan

401(k) Plan Participant Contributions. Subject to certain Internal Revenue Code limitations discussed below, the 401(k) Plan permits each participant to contribute up to 20% of their annual compensation to the 401(k) Plan. Participants may change their rate of contribution with respect to pre-tax deferrals once each pay period.

Tempo Bank Contributions. The 401(k) Plan provides that Tempo Bank may make matching contributions. Tempo Bank currently matches 100% of each participant’s deferrals up to 4% of compensation.

Limitations on Contributions

Limitations on Employee Salary Deferrals. Although the 401(k) Plan permits you to defer up to 20% of your compensation, by law your total deferrals under the 401(k) Plan, together with similar plans, may not exceed $15,500 for 2007. Employees who are age 50 and over may make additional “catch-up” contributions to the 401(k) Plan, up to $5,000 for 2007. (The Internal Revenue Service will periodically increase these annual limitations.) Contributions in excess of these limitations, or “excess deferrals,” will be included in an affected participant’s gross income for federal income tax purposes in the year the contributions are made, provided they are distributed to the Participant no later than the first April 15^th following the close of the taxable year in which the excess deferrals were made. Excess deferrals distributed after that date will be treated, for federal income tax purposes, as earned and received by the participant in the taxable year of the distribution.

Limitations on Annual Additions and Benefits. Under the requirements of the Internal Revenue Code, the 401(k) Plan provides that the total amount of contributions and forfeitures (i.e., annual additions) credited to a participant during any year under all defined contribution plans of Tempo Bank (including the 401(k) Plan and the proposed Tempo Bank Employee Stock Ownership Plan) may not exceed the lesser of 100% of the participant’s compensation, or $45,000 for 2007.

Limitations on 401(k) Plan Contributions for Highly Compensated Employees. Special provisions of the Internal Revenue Code limit the amount of salary deferrals and matching contributions that may be made to the 401(k) Plan in any year on behalf of highly compensated employees in relation to the amount of deferrals and matching contributions made by or on behalf of all other employees eligible to participate in the 401(k) Plan. If contributions exceed these limitations, the 401(k) Plan must adjust the contribution levels for highly compensated employees.

In general, a highly compensated employee includes any employee who (1) was a five percent owner of the sponsoring employer at any time during the year or the preceding year, or (2) had compensation for the

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preceding year in excess of $100,000 and, if the sponsoring employer so elects, was in the top 20% of employees by compensation for such year. These dollar amounts may be adjusted periodically by the Internal Revenue Service.

Top-Heavy Plan Requirements. If the 401(k) Plan is a Top-Heavy Plan for any calendar year, Tempo Bank may be required to make certain minimum contributions to the 401(k) Plan on behalf of non-key employees. In general, the 401(k) Plan will be treated as a “Top-Heavy Plan” for any calendar year if, as of the last day of the preceding calendar year, the aggregate balance of the accounts of participants who are Key Employees exceeds 60% of the aggregate balance of the accounts of all participants. A Key Employee generally includes any employee who, at any time during the calendar year or any of the four preceding years, is:

(1) an officer of Tempo Bank whose annual compensation exceeds $145,000 and who serves in an administrative or policy making capacity;

(2) a 5% owner, meaning an employee who owns more than 5% of the outstanding stock of Sugar Creek Financial Corp., or who owns stock that possesses more than 5% of the total combined voting power of all stock of Sugar Creek Financial Corp.; or

(3) a 1% owner, meaning an employee who owns more than 1% of the outstanding stock of Sugar Creek Financial Corp. or who owns stock that possesses more than 1% of the combined voting power of the total stock of Sugar Creek Financial Corp. and whose annual compensation exceeds $150,000.

The foregoing dollar amounts are for 2007.

401(k) Plan Investments

Investment of Contributions. Contributions to the former Financial Institutions Thrift Plan and the 401(k) Plan are invested in the funds described below. The annual percentage return on these funds (net of fees) for the prior three years was:

Effective May 1, 2006, the 401(k) Plan changed certain investment choices available under the 401(k) Plan. The 401(k) Plan currently offers the investment choices described below. The annual percentage return on these funds (net of fees) for the prior three years was:

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Fund Name	2006	2005		2004
Income Plus Asset Allocation Fund 100		4.9	%	6.6	%
Growth & Income Asset Allocation Fund 111		5.7	%	9.9	%
Growth Asset Allocation Fund 120		6.7	%	12.8	%
Short Term Investment Fund 200 (Money Market)		2.9	%	1.1	%
Stable Value Fund 210		3.7	%	3.6	%
Long Treasury Index Fund 300 (Government Bond)		7.1	%	8.4	%
Aggregate Bond Index Fund 310
S&P 500 Stock Fund 400		4.4	%	10.3	%
S&P 500/Value Stock Fund 410		5.3	%	15.1	%
S&P 500/Growth Stock Fund 420		3.5	%	5.5	%
S&P 500/MidCap Stock Fund 500		12.0	%	16.1	%
Russell 2000 Stock Fund 510		4.2	%	17.7	%
Nasdaq 100 Stock Fund 520		1.0	%	9.9	%
US REIT Index Fund 530		11.9	%	*
International Stock Fund 600		13.0	%	19.7	%

* Fund first offered on January 1, 2005.

The following is a brief description of the above funds.

Pentegra Fund 100—Income Plus Asset Allocation Fund. Invests in a diversified portfolio of approximately 75% U.S. bonds, money market instruments and stable value instruments, and 25% in U.S. and international stocks selected from major indices. Intended for short-to medium-term investors seeking lower-risk portfolio diversified investments with the potential for some capital appreciation over time.

Pentegra Fund 110—Growth & Income Asset Allocation Fund. Invests in a diversified portfolio of approximately 55% U.S. and international stocks, with the remaining 45% held in U.S. fixed income and stable value investments. Intended for long-term investors seeking a moderate total portfolio solution with the potential for moderate capital appreciation over time.

Pentegra Fund 120—Growth Asset Allocation Fund. Invests primarily in stocks (85%), divided between U.S. stocks and international stocks, with the remaining 15% target allocation invested in fixed income and stable value instruments. Intended for long-term investors who can withstand the potential risk for short-term price swings while seeking a potential high return total portfolio solution over time.

Pentegra Fund 200—Short Term Investment Fund. Invests in high-quality money market securities and other short-term debt instruments. Most of the investments in the fund may have a range of maturity from overnight to 90 days; however, 20% of the value of the fund may be invested in assets with a maturity date in excess of 90 days, but not to exceed 13 months. All securities are required to meet strict guidelines for credit quality and must be rated at least A1 by Standard & Poor’s and P1 by Moody’s Investor Service. Intended for short-term investors seeking current income while preserving the value of their investment principal.

Pentegra Fund 210—Stable Value Fund. Invests primarily in investment contracts issued by insurance companies, banks, and other financial institutions, as well as enhanced short-term investment products. The Stable Value Fund seeks to preserve the principal amount of your contributions while maintaining a rate of return comparable to other fixed income instruments. Intended for short-term investors seeking to preserve the value of their investment and achieve a stable return.

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Pentegra Fund 300—Long Treasury Index Fund. Invests primarily in U.S. Treasury securities with a maturity of 10 years or longer. Seeks to track the investment returns of the Lehman Brothers Long Treasury Bond Index. As a bond fund, this fund is intended for short to medium term investors seeking to generate income and add stability of principal to their portfolio.

Pentegra Fund 400—S&P 500 Stock Fund. Invests in most or all of the same stocks held in the S&P 500 Index. Seeks to track the investment returns of the S&P 500 Index. This fund may be appropriate if investors have a medium to longer time frame and are willing to ride out stock market fluctuations in the short term in exchange for the potential for high long-term returns. Intended for investors seeking to capture the earnings and growth potential of large U.S. companies.

Pentegra Fund 410—S&P 500/Value Stock Fund. Invests in a portfolio of stocks of large established U.S. companies and seeks to track the investment returns of the S&P/Citigroup Value Index. Intended for long-term investors seeking a diversified portfolio of large-capitalization value stocks.

Pentegra Fund 420—S&P 500/Growth Stock Fund. Invests in a portfolio of large-capitalization growth stocks. Seeks to track the investment returns of the S&P/Citigroup Growth Index. Intended for long-term investors seeking a diversified portfolio of large-capitalization growth stocks.

Pentegra Fund 500—S&P MidCap Stock Fund. Invests in most or all of the same stocks that make up the S&P MidCap 400 Index. Seeks to track the investment returns of the S&P MidCap 400 Index. Intended for long-term investors seeking high returns that reflect the growth potential of mid-sized U.S. companies.

Pentegra Fund 510—Russell 2000 Stock Fund. Invests in a broad range of small-capitalization U.S. companies. Seeks to track the investment returns of the Russell 2000 Index. Intended for long-term investors seeking the potential of high returns from investing in smaller U.S. companies.

Pentegra Fund 520—NASDAQ 100 Stock Fund. Invests in most or all of the same stocks held in the Nasdaq 100 Index. Seeks to track the performance of the Nasdaq 100 Index. Intended for long-term investors seeking to capture the growth potential of the 100 largest domestic and international and most actively traded nonfinancial companies on the Nasdaq Stock Market.

Pentegra Fund 530—US REIT Index Fund. Invests primarily in equity shares of real estate investment trusts (REITS). REITS invest in loans secured by real estate and invest directly in real estate properties such as apartments, office buildings, and shopping malls. The fund seeks to match the performance of the Dow Jones/Wilshire REIT Index. Intended for medium to long-term investors seeking a high level of dividend income and long-term appreciation of capital.

Pentegra Fund 600—International Stock Fund. Invests in a diversified portfolio of approximately 1,000 foreign stocks representing established companies in approximately 21 countries outside North and South America. The fund seeks to match the performance of the Morgan Stanley Capital International, Europe, Australia, Far East (MSCI EAFE) Index. Intended for long-term investors seeking to capture high returns and diversification by investing in a broad range of foreign stocks and seeking to further diversify a portfolio of U.S. securities.

The 401(k) Plan now offers the Sugar Creek Financial Corp. Stock Fund as an additional choice to the investment alternatives described above. The Sugar Creek Financial Corp. Stock Fund invests primarily in the common stock of Sugar Creek Financial Corp. Participants in the 401(k) Plan may invest all or a portion of their 401(k) Plan account balances in Sugar Creek Financial Corp. common stock.

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The Sugar Creek Financial Corp. Stock Fund consists of investments in the common stock of Sugar Creek Financial Corp. made on the effective date of the reorganization. After the reorganization of Tempo Bank, the trustee of the 401(k) Plan will, to the extent practicable, use all amounts held by it in the Sugar Creek Financial Corp. Stock Fund, including cash dividends paid on the common stock held in the Stock Fund, to purchase shares of common stock of Sugar Creek Financial Corp. Plan participants who invest in the Stock Fund may also direct the Stock Fund Trustee how to vote the shares of Sugar Creek Financial Corp. common stock credited to their accounts.

As of the date of this prospectus supplement, none of the shares of Sugar Creek Financial Corp. common stock have been issued or are outstanding, and there is no established market for Sugar Creek Financial Corp. common stock. Accordingly, there is no record of the historical performance of the Sugar Creek Financial Corp. Stock Fund. The performance of the Sugar Creek Financial Corp. Stock Fund will depend on a number of factors, including the financial condition and profitability of Sugar Creek Financial Corp. and Tempo Bank and general market conditions for Sugar Creek Financial Corp. common stock.

Benefits Under the 401(k) Plan

Vesting. 401(k) Plan participants are 100% vested in their elective salary deferrals. Employer contributions to the 401(k) Plan vest at the rate of 100% upon the completion of three years of service; employer contributions are 0% vested prior to completion of three years of service.

Withdrawals and Distributions From the 401(k) Plan

Withdrawals Before Termination of Employment. You may receive in-service distributions from the 401(k) Plan under limited circumstances in the form of hardship distributions and loans. In order to qualify for a hardship withdrawal, you must have an immediate and substantial need to meet certain expenses and have no other reasonably available resources to meet the financial need. If you qualify for a hardship distribution, the 401(k) Plan trustee will make the distribution proportionately from the investment funds in which you have invested your account balances. Participants and beneficiaries are also eligible for 401(k) Plan loans, subject to the procedures and requirements established by the Plan Administrator. You may obtain additional information from                      at Tempo Bank.

Distribution Upon Retirement or Disability. Upon retirement or disability, you may receive a lump sum payment or lifetime annual installment payments from the 401(k) Plan equal to the value of your account.

Distribution Upon Death. If you die before your benefits are paid from the 401(k) Plan, your benefits will be paid to your surviving spouse or beneficiary under one or more of the forms available under the 401(k) Plan.

Distribution Upon Termination for any Other Reason. If you terminate employment for any reason other than retirement, disability or death and your account balance exceeds $500, the trustee will make your distribution on your normal retirement date, unless you request otherwise. If your account balance does not exceed $500, the trustee will generally distribute your benefits to you as soon as administratively practicable following termination of employment.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the 401(k) Plan to another qualified retirement plan or to an individual retirement account.

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Nonalienation of Benefits. Except with respect to federal income tax withholding and as provided for under a qualified domestic relations order, benefits payable under the 401(k) Plan will not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to benefits payable under the 401(k) Plan will be void.

Applicable federal tax law requires the 401(k) Plan to impose substantial restrictions on your right to withdraw amounts held under the 401(k) Plan before your termination of employment with Tempo Bank. Federal law may also impose an excise tax on withdrawals from the 401(k) Plan before you attain 59 ¹/2 years of age, regardless of whether the withdrawal occurs during your employment with Tempo Bank or after your termination of employment.

Administration of the 401(k) Plan

401(k) Plan Trustee. The trustee of the 401(k) Plan is the named fiduciary of the 401(k) Plan for purposes of ERISA. The board of directors of Tempo Bank has appointed Bank of New York as trustee for the 401(k) Plan. The 401(k) Plan trustee receives, holds and invests the assets of the 401(k) Plan (including the Sugar Creek Financial Corp. Stock Fund) and provides for their distribution to participants and beneficiaries in accordance with the terms of the 401(k) Plan.

Plan Administrator. The current Plan Administrator is Tempo Bank. The Plan Administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under ERISA.

Reports to Plan Participants. Tempo Bank, as Plan Administrator, will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses. Participants may access their account information at any time through Pentegra by phone (1-800-433-4422) or on the internet at www.pentegra.com.

Amendment and Termination of the 401(k) Plan

Tempo Bank intends to continue the 401(k) Plan indefinitely. Nevertheless, Tempo Bank may terminate the 401(k) Plan at any time. If Tempo Bank terminates the 401(k) Plan in whole or in part, regardless of any contrary provisions of the 401(k) Plan, all affected participants will become fully vested in their accounts. Tempo Bank reserves the right to make, from time to time, changes which do not cause any part of the 401(k) Plan trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Tempo Bank may also amend the 401(k) Plan as it determines necessary or desirable, with or without retroactive effect, to comply with ERISA or the Internal Revenue Code.

9

Merger, Consolidation or Transfer of the 401(k) Plan

If the 401(k) Plan merges or consolidates with another plan or transfers the trust assets to another plan, and if either the 401(k) Plan or the other plan is then terminated, the 401(k) Plan requires that you receive a benefit immediately after the merger, consolidation or transfer that is equal to or greater than the benefit you were entitled to receive immediately before the merger, consolidation or transfer.

Federal Income Tax Consequences

The following only summarizes briefly the material federal income tax aspects of the 401(k) Plan. You should not rely on this survey as a complete or definitive description of the material federal income tax consequences of the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. The tax consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any transaction involving the 401(k) Plan and any distribution from the 401(k) Plan.

As a “qualified retirement plan,” the Internal Revenue Code affords the 401(k) Plan certain tax advantages, including:

(1) The sponsoring employer is allowed an immediate tax deduction for the amount contributed to the 401(k) Plan each year;

(2) Participants pay no current income tax on amounts contributed by the employer on their behalf; and

(3) Earnings of the 401(k) Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

Tempo Bank administers the 401(k) Plan to comply with the operational requirements of the Internal Revenue Code as of the applicable effective date of any change in the law. If Tempo Bank should receive an adverse determination letter regarding the 401(k) Plan’s tax exempt status from the Internal Revenue Service, all participants would generally recognize income equal to their vested interest in the 401(k) Plan, the participants would not be permitted to transfer amounts distributed from the 401(k) Plan to an individual retirement account or to another tax-qualified retirement plan, and Tempo Bank could be denied certain tax deductions with respect to the 401(k) Plan.

Lump Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59 ¹/2; and consists of the balance credited to the participant under the 401(k) Plan and all other profit sharing plans, if any, maintained by Tempo Bank. The portion of any lump sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump sum distribution less the after-tax contributions, if any, you have made to any other profit sharing plans maintained by Tempo Bank that are included in the distribution.

Sugar Creek Financial Corp. Common Stock Included in Lump Sum Distribution. If a lump sum distribution includes Sugar Creek Financial Corp. common stock, the distribution generally is taxed in the manner described above. The total taxable amount is reduced, however, by the amount of any net unrealized appreciation with respect to Sugar Creek Financial Corp. common stock; that is, the excess of the value of Sugar Creek Financial Corp. common stock at the time of the distribution over the cost or other

10

basis of the securities to the 401(k) Plan. The tax basis of Sugar Creek Financial Corp. common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of Sugar Creek Financial Corp. common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Sugar Creek Financial Corp. common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, is long-term capital gain, regardless of how long the Sugar Creek Financial Corp. common stock is held, i.e., the “holding period.” Any gain on a subsequent sale or other taxable disposition of Sugar Creek Financial Corp. common stock that exceeds the amount of net unrealized appreciation at the time of distribution is considered long-term capital gain, regardless of the holding period. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed under Internal Revenue Service regulations.

We have provided you with a brief description of the material federal income tax aspects of the 401(k) Plan that are generally applicable under the Internal Revenue Code. We do not intend this summary to be a complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the 401(k) Plan. Accordingly, you should consult a tax advisor concerning the federal, state and local tax consequences of participating in and receiving distributions from the 401(k) Plan.

Restrictions on Resale

Any “affiliate” of Sugar Creek Financial Corp. under Rules 144 and 405 of the Securities Act of 1933, as amended, who receives a distribution of common stock under the 401(k) Plan, may re-offer or resell such shares only under a registration statement filed under the Securities Act of 1933, as amended, assuming the availability of a registration statement, or under Rule 144 or some other exemption from the securities registration requirements. An “affiliate” of Tempo Bank is someone who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Tempo Bank. Generally, a director, principal officer or major shareholder of a corporation is deemed to be an “affiliate” of that corporation.

A person deemed an “affiliate” of Tempo Bank at the time of a proposed resale may publicly resell common stock only under a “re-offer” prospectus or in accordance with the restrictions and conditions contained in Rule 144 of the Securities Act of 1933, as amended, or some other exemption from registration, and may not use this prospectus supplement in connection with any such resale. In general, Rule 144 restricts the amount of common stock which an affiliate may publicly resell in any three-month period to the greater of one percent of Sugar Creek Financial Corp. common stock then outstanding or the average weekly trading volume reported on the Nasdaq Stock Market during the four calendar weeks before the sale. Affiliates may sell only through brokers without solicitation and only at a time when Sugar Creek Financial Corp. is current in filing all required reports under the Securities Exchange Act of 1934, as amended.

Persons who are not deemed to be “affiliates” of Tempo Bank at the time of resale may resell freely any shares of Sugar Creek Financial Corp. common stock distributed to them under the 401(k) Plan, either publicly or privately, without regard to the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, or compliance with the restrictions and conditions contained in the exemptions available under federal law.

Any person who may be an “affiliate” of Tempo Bank may wish to consult with counsel before transferring any common stock. In addition, 401(k) Plan participants should consult with counsel regarding the applicability to them of Section 16 of the Securities Exchange Act of 1934, as amended (discussed below), which may restrict the sale of Sugar Creek Financial Corp. common stock acquired under the 401(k) Plan or other sales of Sugar Creek Financial Corp. common stock.

11

SEC Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors and persons who beneficially own more than ten percent of public companies such as Sugar Creek Financial Corp. (“Reporting Persons”). Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the filing of reports of beneficial ownership. Within ten days of becoming a Reporting Person required to file reports under Section 16(a), the Reporting Person must file a Form 3 reporting initial beneficial ownership with the Securities and Exchange Commission. Reporting Persons must also report certain changes in beneficial ownership involving allocation or reallocation of assets held in their 401(k) Plan accounts, either on a Form 4 within two business days after a transaction, or annually on a Form 5 within 45 days after the close of a company’s fiscal year.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Sugar Creek Financial Corp. of profits realized from the purchase and sale, or sale and purchase, of its common stock by any Reporting Person within any six-month period.

The SEC has adopted rules that exempt many transactions involving the 401(k) Plan from the “short-swing” profit recovery provisions of Section 16(b). The exemptions generally involve restrictions upon the timing of elections to buy or sell employer securities for the accounts of any officer, director or other person who beneficially owns more than ten percent of the common stock.

Except for distributions of the common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, Reporting Persons may be required, under limited circumstances involving the purchase of common stock within six months of the distribution, to hold shares of the common stock distributed from the 401(k) Plan for six months after the distribution date.

LEGAL OPINION

The validity of the issuance of the common stock of Sugar Creek Financial Corp. will be passed upon by Muldoon Murphy & Aguggia LLP, Washington, D.C. Muldoon Murphy & Aguggia LLP acted as special counsel for Tempo Bank in connection with the reorganization of Tempo Bank and the stock offering of Sugar Creek Financial Corp.

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TEMPO BANK 401(K) PLAN

CHANGE OF INVESTMENT ALLOCATION FORM

1. Member Data

Print your full name above. (Last, first, middle initial) Social Security Number

Street Address City State Zip

2. Instructions

The Tempo Bank 401(k) Plan (the “401(k) Plan”) is giving 401(k) Plan participants the opportunity to invest their 401(k) Plan account balances in a new investment fund – the Sugar Creek Financial Corp. Stock Fund – which is comprised primarily of common stock issued by Sugar Creek Financial Corp. (the “Company”) in connection with the reorganization of Tempo Bank into the mutual holding company form of ownership. You may decide to transfer a percentage of your 401(k) Plan account into the Sugar Creek Financial Corp. Stock Fund. In accordance with your election, the 401(k) Plan Trustee will use the transferred funds to purchase shares of Company common stock in the offering. Please carefully review the attached prospectus and the prospectus supplement before making any investment decision.

If there is not enough Company common stock available in the offering to fill all subscriptions, the common stock will be apportioned and the 401(k) Plan Trustee may not be able to purchase all of the common stock you requested. In that case, you may direct the trustee to purchase shares in the open market on your behalf after the offering to fulfill your initial request. Please note that the 401(k) Plan Trustee will make such purchases at prices that may be either higher or lower than the initial offering price of $10.00 per share. If you wish the 401(k) Plan Trustee to purchase stock in the open market after the initial offering, please check the box below:

¨ Yes, I direct the 401(k) Plan Trustee to purchase stock in the open market, if necessary.

Investing in common stock entails some risks, and we encourage you to discuss your investment decision with your spouse and investment advisor. The 401(k) Plan Trustee and the Plan Administrator are not authorized to make any representations about this investment, other than what appears in the prospectus and the prospectus supplement, and you should not rely on any information other than what is contained in those documents. For a discussion of certain factors that should be considered in connection with an investment in the Company’s Common Stock, see “Risk Factors” beginning on page 18 of the prospectus. Any shares purchased by the 401(k) Plan pursuant to your investment direction will also be subject to the same conditions or restrictions otherwise applicable to the Company’s common stock, as discussed in the prospectus and the prospectus supplement.

3. Purchaser Information

Your ability to purchase Company common stock and to direct your 401(k) Plan funds into the Sugar Creek Financial Corp. Stock Fund is based upon your subscription rights. Please indicate the EARLIEST date that applies to you:

¨ Check here if you had $50.00 or more on deposit with Tempo Bank as of                     , 200  .

i

¨ Check here if you had $50 or more on deposit with Tempo Bank as of                     , 200  .

¨ Check here if you were a depositor of Tempo Bank as of                     , 200   or a borrower of Tempo Bank as of                     , 19    , whose loan continued to be outstanding as of                     , 200  .

4. Investment Directions (Applicable to Accumulated Balances Only)

To direct a transfer of all or part of the funds credited to your other 401(k) Plan accounts to the Sugar Creek Financial Corp. Stock Fund, you should complete and submit this form to                      at Tempo Bank no later than                     ,                     , 200   at 4:00 p.m. Once your Investment Form is submitted, your investment directions are irrevocable until the close of the stock offering. If you do not complete and return this form to                      by the above deadline, the funds credited to your account under the 401(k) Plan will continue to be invested in accordance with your prior investment directions, or in accordance with the terms of the 401(k) Plan if no investment directions were provided previously. If you need assistance in completing this form, please contact                      at (        )         -        .

I hereby revoke any previous investment direction and now direct that the market value of the units that I have invested in the following funds, to the extent permissible, be transferred out of the specified fund and invested (in whole percentages) in the Sugar Creek Financial Corp. Stock Fund. An equivalent percentage of my investment in each fund will be liquidated and the Trustee will use the resulting amount to acquire units in the new Sugar Creek Financial Corporation Stock Fund.

Fund	Percentage to be Transferred
Income Plus Asset Allocation Fund 100	%
Growth & Income Asset Allocation Fund 111	%
Growth Asset Allocation Fund 120	%
Short Term Investment Fund 200 (Money Market)	%
Stable Value Fund 210	%
Long Treasury Index Fund 300 (Government Bond)	%
Aggregate Bond Index Fund 310	%
S&P 500 Stock Fund 400	%
S&P 500/Value Stock Fund 410	%
S&P 500/Growth Stock Fund 420	%
S&P 500/MidCap Stock Fund 500	%
Russell 2000 Stock Fund 510	%
Nasdaq 100 Stock Fund 520	%
US REIT Index Fund 530	%
International Stock Fund 600	%

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5. Participant Signature and Acknowledgment - Required

By signing this Change of Investment Allocation Form, I authorize and direct the Plan Administrator and Trustee to carry out my instructions. I acknowledge that I have been provided with and read a copy of the prospectus and the prospectus supplement relating to the issuance of Sugar Creek Financial Corp. common stock. I am aware of the risks involved in the investment in common stock, and understand that the 401(k) Plan Trustee and Plan Administrator are not responsible for my choice of investment.

	Date
Signature of Participant

Pentegra Services, Inc. is hereby authorized to make the above listed change(s) to this 401(k) Plan Participant’s record.

	Date
Signature of Tempo Bank
Authorized Representative

Minimum Stock Purchase is $250

Maximum Stock Purchase is $            

PLEASE COMPLETE AND RETURN TO                     

AT TEMPO BANK

BY 4:00 P.M. ON                     , 2007.

iii

PROSPECTUS

Sugar Creek Financial Corp.

(Proposed Holding Company for Tempo Bank)

Up to 491,625 Shares of Common Stock

This is the initial public offering of shares of common stock of Sugar Creek Financial Corp., a company Tempo Bank will form in connection with its reorganization into the mutual holding company form of organization. The shares we are offering will represent 45% of our outstanding common stock. Sugar Creek MHC, a mutual holding company Tempo Bank will form in connection with its reorganization, will own 55% of our outstanding common stock. We intend to have our common stock quoted on the OTC Bulletin Board.

If you are or were a depositor or borrower of Tempo Bank:

• You may have priority rights to purchase shares of common stock.

If you are a participant in the Tempo Bank 401(k) Retirement Plan:

• You may direct that all or part of your current account balances in this plan be invested in shares of common stock.

• You will receive a separate supplement to this prospectus that describes your rights under this plan.

If you fit neither of the categories above, but are interested in purchasing shares of our common stock:

• You may have an opportunity to purchase shares of common stock after priority orders are filled.

We are offering up to 491,625 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 363,375 shares to complete the offering. The amount of capital being raised is based on an appraisal of Sugar Creek Financial Corp. Most of the terms of this offering are required by regulations of the Office of Thrift Supervision. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, the independent appraiser determines our market value has increased, we may sell up to 565,369 shares without giving you further notice or the opportunity to change or cancel your order.

The offering is scheduled to terminate at Noon, Central time, on [DATE1], 2007. We may extend this termination date without notice to you until [DATE2], 2007, unless the Office of Thrift Supervision approves a later date. Funds received before completion of the offering will be maintained at Tempo Bank or, at our discretion, in an escrow account at an independent insured depository institution. All subscriptions received will earn interest at our statement savings rate, which is currently         % per annum.

The minimum purchase is 25 shares. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond [DATE2], 2007. If we extend the offering beyond [DATE2], 2007, we will promptly return the funds of all subscribers who do not reconfirm their subscriptions. If we terminate the offering because we fail to sell the minimum number of shares or for any other reason, we will promptly return your funds with interest at our statement savings rate.

Keefe, Bruyette & Woods, Inc. will use its best efforts to assist us in our selling efforts, but is not required to purchase any of the common stock that we are offering for sale. Purchasers will not pay a commission to purchase shares of common stock in the offering. All shares offered for sale are offered at a price of $10.00 per share.

We expect our directors and executive officers, together with their associates, to subscribe for 36,600 shares, which equals 7.4% of the shares offered for sale at the maximum of the offering range.

The Office of Thrift Supervision conditionally approved our plan of reorganization and stock issuance on                         , 2007. However, such approval does not constitute a recommendation or endorsement of this offering.

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

Please read “ Risk Factors” beginning on page 14.

OFFERING SUMMARY

Price Per Share: $10.00

	Minimum		Maximum		Maximum As Adjusted
Number of shares		363,375		491,625		565,369
Gross offering proceeds	$	3,633,750	$	4,916,250	$	5,653,690
Estimated offering expenses		630,000		630,000		630,000
Estimated net proceeds	$	3,003,750	$	4,286,250	$	5,023,690
Estimated net proceeds per share	$	8.27	$	8.72	$	8.89

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

For assistance, please contact the stock information center at (618) 224-9095.

Keefe, Bruyette & Woods

The date of this prospectus is                         , 2007

Table of Contents

	Page
Summary	1
Risk Factors	14
A Warning About Forward-Looking Statements	19
Selected Financial and Other Data	20
Recent Developments	22
Use of Proceeds	28
Our Dividend Policy	29
Market for the Common Stock	29
Capitalization	30
Regulatory Capital Compliance	31
Pro Forma Data	32
Our Business	38
Management’s Discussion and Analysis of Results of Operations and Financial Condition	43
Our Management	63
Subscriptions by Executive Officers and Directors	69
Regulation and Supervision	70
Federal and State Taxation	76
The Reorganization and Stock Offering	77
Restrictions on Acquisition of Sugar Creek Financial Corp. and Tempo Bank	96
Description of Sugar Creek Financial Corp. Capital Stock	99
Transfer Agent and Registrar	100
Registration Requirements	100
Legal and Tax Opinions	100
Experts	100
Where You Can Find More Information	101
Index to Financial Statements of Tempo Bank

Summary

This summary highlights selected information from this document and may not contain all the information that is important to you. To understand the reorganization and stock offering fully, you should read this entire prospectus carefully, including the financial statements and notes to the financial statements that appear at the end of the prospectus. For assistance, please call our stock information center at (618) 224-9095.

The Companies

Sugar Creek MHC

Sugar Creek Financial Corp.

Tempo Bank

28 West Broadway

Trenton, Illinois 62293

(618) 224-9228

Sugar Creek MHC is a federally chartered mutual holding company that we are forming to own a majority of the common stock of Sugar Creek Financial Corp. As a mutual holding company, Sugar Creek MHC will be a non-stock company that has as its members the depositors and borrowers of Tempo Bank. Upon completion of the offering, Sugar Creek MHC will own 55% of Sugar Creek Financial’s common stock. So long as Sugar Creek MHC exists, it will own a majority of the voting stock of Sugar Creek Financial and, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. Following the offering, Sugar Creek MHC will not engage in any business activity other than owning a majority of the common stock of Sugar Creek Financial. The officers of Sugar Creek MHC will be officers of Sugar Creek Financial and Tempo Bank, and the directors of Sugar Creek MHC will be the directors of Sugar Creek Financial and Tempo Bank.

Sugar Creek Financial Corp. is a federally chartered mid-tier stock holding company that we are forming to be our holding company. This offering is made by Sugar Creek Financial. Upon completion of the offering, Sugar Creek Financial will own all of Tempo Bank’s capital stock and direct, plan and coordinate Tempo Bank’s business activities. In the future, Sugar Creek Financial might also acquire or organize other operating subsidiaries, including other financial institutions or financial services companies, although it currently has no specific plans or agreements to do so.

Tempo Bank is a federally chartered mutual savings bank that operates from two full-service locations in Trenton and Breese, Illinois, located in Clinton County. We are a community-oriented financial institution that offers a variety of deposit and loan products to individuals and small businesses located in our primary market of Clinton County, southeastern Madison County and eastern St. Clair County, which are all located within a 35 mile radius east of St. Louis, Missouri. The communities in Clinton County and southeastern Madison County are generally rural and have an agriculturally-based economy. In 2006, Clinton County had a total population of 37,000. The communities that we serve in eastern St. Clair County were once dominated by agriculture but recently have experienced expansion and now consist of a diverse blend of industries, urban centers and significant corporate investment. At September 30, 2006, we had total assets of $82.2 million, deposits of $60.3 million and total retained earnings of $6.0 million.

1

The Reorganization and Our Corporate Structure

Currently, we are a federally chartered mutual savings bank with no stockholders. Our depositors and certain borrowers currently have the right to vote on certain matters such as the election of directors and this reorganization.

The mutual holding company reorganization process that we are now undertaking involves a series of transactions by which we will convert our organization from the mutual form of organization to the mutual holding company form of organization. In the mutual holding company structure, Tempo Bank will become a federally chartered stock savings bank and all of its stock will be owned by Sugar Creek Financial. In addition, 45% of Sugar Creek Financial’s stock will be owned by the public, including our employee stock ownership plan, and 55% of Sugar Creek Financial’s stock will be owned by Sugar Creek MHC. Our members will become members of Sugar Creek MHC and will have similar voting rights in Sugar Creek MHC as they currently have in Tempo Bank.

The following diagram depicts our corporate structure after the offering:

The normal business operations of Tempo Bank will continue without interruption during the reorganization. The directors who unanimously adopted the plan of reorganization and stock issuance and who continue to be directors of Tempo Bank at the time of the reorganization will serve as directors of Sugar Creek MHC, Sugar Creek Financial and Tempo Bank after the reorganization. The initial executive officers of Sugar Creek MHC, Sugar Creek Financial and Tempo Bank will be persons who are currently officers of Tempo Bank.

Our Operating Strategy (page     )

• Remaining a community-oriented institution;

• Continuing to emphasize the origination of one- to four-family residential real estate lending;

• Building core deposits by expanding our branch network into growing communities;

• Continuing to grow our commercial and multi-family real estate, land and consumer loan portfolios; and

• Continuing to use conservative underwriting practices to maintain the high quality of our loan portfolio.

2

Regulation and Supervision (page __)

Tempo Bank is, and upon completion of the offering Sugar Creek MHC and Sugar Creek Financial will be, subject to regulation, supervision and examination by the Office of Thrift Supervision. Tempo Bank is also subject to regulation by the Federal Deposit Insurance Corporation.

The Offering

Purchase Price

The purchase price is $10.00 per share. You will not pay a commission to buy any shares in the offering.

Number of Shares to be Sold

We are offering for sale between 363,375 and 491,625 shares of Sugar Creek Financial common stock in this offering. The amount of capital being raised is based on an appraisal of the pro forma market value of Sugar Creek Financial. Most of the terms of this offering are required by regulations of the Office of Thrift Supervision. With regulatory approval, we may increase the number of shares to be sold to 565,369 shares without giving you further notice or the opportunity to change or cancel your order. In considering whether to increase the offering size, the Office of Thrift Supervision will consider the level of subscriptions, the views of our independent appraiser, our financial condition and results of operations and changes in market conditions.

How We Determined the Offering Range (page     )

We decided to offer between 363,375 and 491,625 shares, which is our offering range, based on an independent appraisal of our pro forma market value prepared by RP Financial, LC., an appraisal firm experienced in appraisals of financial institutions. RP Financial will receive fees totaling $22,500 for its appraisal services, plus $2,500 for each valuation update and reimbursement of out-of-pocket expenses not to exceed $5,000. RP Financial estimates that as of December 1, 2006, our pro forma market value on a fully converted basis was between $8.1 million and $10.9 million, with a midpoint of $9.5 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 45% that will be sold in connection with this offering.

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

• our historical, present and projected operating results and financial condition and the economic and demographic characteristics of our market area;

• a comparative evaluation of the operating and financial statistics of Tempo Bank with those of other similarly-situated, publicly-traded savings associations and savings association holding companies;

• the effect of the capital raised in this offering on our net worth and earnings potential; and

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

Our board of directors determined that the common stock should be sold at $10.00 per share and that 45% of the shares of our common stock should be offered for sale to the public in the offering. The following table shows the number of shares that will be sold in the offering and that will be issued to Sugar Creek MHC, based on the estimated valuation range and the purchase price.

3

	At Minimum of Offering Range	At Maximum of Offering Range	Percent of Shares Outstanding
Shares sold in the offering	363,375	491,625	45	%
Shares issued to Sugar Creek MHC	444,125	600,875	55
Total	807,500	1,092,500	100	%

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 “tangible book value” and the ratio of the offering price to the issuer’s annual core earnings. RP Financial considered these ratios in preparing its appraisal, among other factors. Tangible book value is the same as total equity, less intangibles, and represents the difference between the issuer’s tangible assets and liabilities. Core earnings, for purposes of the appraisal, was defined as net earnings after taxes, excluding the after-tax portion of income from nonrecurring items. 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 September 30, 2006 and book value as of September 30, 2006, or the latest data available.

	Fully Converted Price To Earnings Multiple		Fully Converted Price To Book Value Ratio
Sugar Creek Financial (pro forma):
Minimum	33.03	x	64.79	%
Midpoint	36.44	x	69.25	%
Maximum	39.45	x	72.97	%
Maximum, as adjusted	42.50	x	76.54	%
Peer group companies as of December 1, 2006:
Average	27.35	x	90.53	%

Compared to the average pricing ratios of the peer group at the maximum of the offering range, our stock would be priced at a premium of 44.2% to the peer group on a price-to-earnings basis and a discount of 19.4% to the peer group on a price-to-book basis. This means that, at the maximum of the offering range, a share of our common stock would be more expensive than the peer group based on an earnings per share basis and less expensive than the peer group based on a book value per share basis. The disparity between the pricing ratios results from Tempo Bank, on a pro forma basis, generally having higher levels of equity but lower earnings than the companies in the peer group. The appraisal did not consider one valuation approach to be move important than the other. Instead, the appraisal concluded that these ranges represented the appropriate balance of the two approaches to valuing Tempo Bank, and the number of shares to be sold, in comparison to the peer group institutions.

The independent appraisal does not indicate market value. You should not assume or expect that the valuation described above means that our common stock will trade at or above the $10.00 purchase price after the offering.

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Mutual Holding Company Data

The following table presents a summary of selected pricing ratios for publicly traded mutual holding companies and the pricing ratios for us, without the ratios being adjusted to the hypothetical case of being fully converted.

	Non-Fully Converted Price To Earnings Multiple		Non-Fully Converted Price To Book Value Ratio
Sugar Creek Financial (pro forma):
Minimum	41.02	x	93.86	%
Midpoint	48.89	x	104.61	%
Maximum	54.47	x	113.34	%
Maximum, as adjusted	60.47	x	122.22	%
Peer group companies as of December 1, 2006(1):
Average	25.92	x	169.16	%

(1) The information for publicly traded mutual holding companies may not be meaningful for investors because it presents average and median information for mutual holding companies that issued a different percentage of their stock in their offerings than the 45% that we are offering to the public. In addition, the effect of stock repurchases also affects the ratios to a greater or lesser degree depending upon repurchase activity.

Possible Change in Offering Range (page     )

RP Financial will update its appraisal before we complete the stock offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 565,369 shares without further notice to you. If our pro forma market value at that time is either below $8.1 million or above $12.6 million, then, after consulting with the Office of Thrift Supervision, we may: terminate the stock offering and promptly return all funds with interest; promptly return all funds with interest, set a new offering range and give all subscribers the opportunity to modify or rescind their purchase orders for shares of Sugar Creek Financial’s common stock; or take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

Possible Termination of the Offering

We must sell a minimum of 363,375 shares to complete the offering. If we terminate the offering because we fail to sell the minimum number of shares or for any other reason, we will promptly return your funds with interest at our statement savings rate.

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After-Market Performance of “First-Step” Mutual Holding Company Offerings

The following table provides information regarding the after-market performance of the “first-step” mutual holding company offerings completed from January 1, 2006 through October 31, 2006. “First-step” mutual holding company offerings are initial public offerings by companies in the mutual holding company form of organization.

		Appreciation From Initial Offering Price
Issuer (Market/Symbol)	Date of IPO	After 1 Day		After 1 Week		After 4 Weeks		Through 12/01/06
Ben Franklin Financial, Inc. (OTCBB: BFFI)	10/19/2006	7.0	%	5.7	%	6.5	%	6.0	%
ViewPoint Financial Group (Nasdaq: VPFG)	10/03/2006	49.9		50.7		54.0		70.7
Fox Chase Bancorp, Inc. (Nasdaq: FXCB)	10/02/2006	29.5		28.1		29.4		38.5
Roma Financial Corp. (Nasdaq: ROMA)	07/12/2006	41.0		42.4		44.5		57.6
Seneca-Cayuga Bancorp, Inc. (OTCBB: SCAY)	07/12/2006	0.0		(4.0	)	(7.0	)	(11.5	)
Northeast Community Bancorp, Inc. (Nasdaq: NECB)	07/06/2006	10.0		12.8		11.5		13.9
Mutual Federal Bancorp, Inc. (OTCBB: MFDB)	04/06/2006	11.3		10.0		14.0		25.0
Lake Shore Bancorp, Inc. (Nasdaq: LSBK)	04/04/2006	7.0		4.8		2.8		27.5
United Community Bancorp (Nasdaq: UCBA)	03/31/2006	8.0		7.0		5.5		15.2
Magyar Bancorp, Inc. (Nasdaq: MGYR)	01/24/2006	6.5		5.5		6.0		37.5
Greenville Federal Financial Corporation (OTCBB: GVFF)	01/10/2006	2.5		0.0		0.0		2.6
Average - all transactions		15.7		14.8		15.2		25.7
Average - OTCBB quoted companies		5.2		2.9		3.4		5.5

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 Sugar Creek Financial, the pricing ratios for their stock offerings were in some cases different from the pricing ratios for Sugar Creek Financial’s common stock and the market conditions in which these offerings were completed were, in some cases, 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 “Risk Factors” section.

You should be aware that, in certain market conditions, stock prices of thrift initial public offerings have decreased. For example, as the above table illustrates, the stock of several companies traded at or below their initial offering price at various times through December 1, 2006. 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 mutual to stock conversions.

Conditions to Completing the Offering

We are conducting the offering under the terms of our plan of reorganization and stock issuance. We cannot complete the offering unless we sell at least the minimum number of shares offered and we receive the final approval of the Office of Thrift Supervision to complete the offering.

Reasons for the Reorganization and Offering (page     )

Our primary reasons for this offering are to:

• increase the capital of Tempo Bank;

• support future lending and operational growth;

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• support future branching activities and/or the acquisition of financial services companies; and

• implement equity compensation plans to retain and attract qualified directors, officers and staff and to enhance our current incentive-based compensation programs.

As part of our business planning process, our board of directors concluded that additional capital was needed in order to increase our profitability and support asset growth and that the best way to accomplish this would be through a stock offering. The board of directors considered two options: either (1) a full mutual-to-stock conversion, in which a new stock holding company is formed that issues all of its stock to the public, or (2) a mutual holding company reorganization and minority stock issuance, in which a mid-tier holding company is formed that issues, by regulation, at least 50.1% of its stock to its mutual holding company and not more than 49.9% of its stock to the public. The board of directors determined that a mutual holding company reorganization and minority offering was preferable, because engaging in a full mutual-to-stock conversion would raise more capital than we had current plans to deploy. Further, the minority stock issuance permits us to control the amount of capital being raised by selecting the percentage of shares to be sold in the offering. Additionally, the board of directors preferred the mutual holding company structure because it provides for the control of Sugar Creek Financial by Sugar Creek MHC through its majority ownership position. We chose to sell 45% of our shares to the public, rather than a smaller portion, because we believe that we are raising the amount of capital we can effectively deploy. We chose not to sell more than 45% of our shares to the public so that we would have the flexibility to issue authorized but unissued shares to fund future stock benefit plans without exceeding the regulatory limit on the percentage of shares that can be owned by persons other than Sugar Creek MHC. Finally, as a subsidiary of a mutual holding company with a mid-tier stock holding company, Tempo Bank will have greater flexibility in structuring mergers and acquisitions, including the form of consideration paid in a transaction. The current mutual structure, by its nature, limits any ability to offer any common stock as consideration in a merger or acquisition. The new mutual holding company structure will enhance Tempo Bank’s ability to compete with other bidders when acquisition opportunities arise by better enabling it to offer stock or cash consideration, or a combination of the two.

Benefits of the Offering to Management (page     )

We intend to adopt the benefit plans and employment agreements described below. Sugar Creek Financial will recognize compensation expense related to the employee stock ownership plan and the equity incentive plan. The actual expense will depend on the market value of Sugar Creek Financial’s common stock and, with respect to the employee stock ownership plan, will increase as the value of Sugar Creek Financial’s common stock increases. As reflected under “Pro Forma Data,” based upon assumptions set forth therein, the annual expense related to the employee stock ownership plan and the equity incentive plan would be $17,000 and $63,000, respectively, assuming shares are sold at the maximum of the offering range. See “Pro Forma Data” for a detailed analysis of the effects of each of these plans.

Employee Stock Ownership Plan. We intend to establish an employee stock ownership plan that will purchase an amount of shares equal to 3.92% of the shares issued in the offering, including shares issued to Sugar Creek MHC. However, if Tempo Bank’s tangible capital is not at least 10% at the close of the offering, the amount of shares purchased by the employee stock ownership plan will be reduced to 3.43% of the total shares issued in the offering, including shares issued to Sugar Creek MHC. The plan will use the proceeds from a 15-year loan from Sugar Creek Financial to purchase these shares. As the loan is repaid and shares are released from collateral, the shares will be allocated to the accounts of employee participants. Allocations will be based on a participant’s individual compensation as a percentage of total plan compensation. Non-employee directors are not eligible to participate in the employee stock ownership plan. We will incur additional compensation expense as a result of this plan. See “Pro Forma Data” for an illustration of the effects of this plan.

Equity Incentive Plan. We intend to implement an equity incentive plan no earlier than six months after completion of the offering. Under current Office of Thrift Supervision regulations, this plan must be approved by a majority of the total votes eligible to be cast by our stockholders, other than Sugar Creek MHC. Under this plan, we may grant stock options in an amount up to 4.9% of the number of shares issued in the offering, including shares issued to Sugar Creek MHC, and restricted stock awards in an amount equal to 1.96% of the shares issued in the offering, including shares issued to Sugar Creek MHC. Shares of restricted stock will be awarded at no cost to the

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recipient. Stock options will be granted at an exercise price equal to 100% of the fair market value of our common stock on the option grant date. We will incur additional compensation expense as a result of this plan. See “Pro Forma Data” for an illustration of the effects of this plan. The equity incentive plan will comply with all applicable Office of Thrift Supervision regulations.

The following table presents the total value of all shares to be available for restricted stock awards under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. Ultimately, the value of the grants will depend on the actual trading price of our common stock, which depends on numerous factors. The table below assumes that Tempo Bank’s tangible capital will be 10% or more only at the midpoint, maximum and maximum as adjusted, of the offering range at the time the equity incentive plan is presented to shareholders for their approval.

	Value of
Share Price	11,870 Shares Awarded at Minimum of Range		18,620 Shares Awarded at Midpoint of Range		21,413 Shares Awarded at Maximum of Range		24,625 Shares Awarded at 15% Above Maximum of Range
	(In thousands)
$        8.00	$	95	$	149	$	171	$	197
10.00		119		186		214		246
12.00		142		223		257		295
14.00		166		261		300		345

The following table presents the total value of all stock options available for grant under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. For purposes of this table, the value of the stock options was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.” Ultimately, financial gains can be realized on a stock option only if the market price of the common stock increases above the price at which the option is granted.

			Value of
Exercise Price	Option Value		39,568 Options Granted at Minimum of Range		46,550 Options Granted at Midpoint of Range		53,533 Options Granted at Maximum of Range		61,562 Options Granted at 15% Above Maximum of Range
					(In thousands)
$        8.00	$	3.02	$	120	$	141	$	162	$	186
10.00		3.78		150		176		202		233
12.00		4.54		179		211		243		279
14.00		5.29		209		246		283		326

The following table summarizes, at the maximum of the offering range, the total number and value of the shares of common stock that the employee stock ownership plan expects to acquire and the total value of all restricted stock awards and stock options that are expected to be available under the equity incentive plan. At the maximum of the offering range, we will sell 491,625 shares and have 1,092,500 shares outstanding. The number of shares reflected for the benefit plans in the table below assumes that Tempo Bank’s tangible capital will be 10% or more following the completion of the offering and the application of the net proceeds as described under “Use of Proceeds.”

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	Number of Shares to be Granted or Purchased
	At Maximum of Offering Range	As a Percent of Common Stock Sold at Maximum of Offering Range		As a Percent of Common Stock Outstanding		Total Estimated Value of Grants
	(Dollars in thousands)
Employee stock ownership plan (1)	42,826	8.71	%	3.92	%	$	428
Restricted stock awards (1)	21,413	4.36		1.96			214
Stock options (2)	53,533	10.89		4.90			202
Total	117,772	23.96	%	10.78	%	$	844

(1) Assumes the value of Sugar Creek Financial common stock is $10.00 per share for purposes of determining the total estimated value of the grants.

(2) Assumes the value of a stock option is $3.78, which was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.”

Employment Agreements. We intend to enter into employment agreements with Robert J. Stroh, Jr., our Chairman of the Board, Chief Executive Officer and Chief Financial Officer, and Francis J. Eversman, our President and Chief Operating Officer. These agreements will provide for severance benefits if the executives are terminated following a change in control of Sugar Creek Financial or Tempo Bank. Based solely on estimated taxable compensation and excluding any benefits that would be payable under any employee benefit plan, if a change in control of Sugar Creek Financial occurred and we terminated both officers, the total cash payments due under the employment agreements would be approximately $            .

Employee Severance Compensation Plan. This plan will provide severance benefits to eligible employees if there is a change in control of Sugar Creek Financial or Tempo Bank. Based solely on compensation levels as of September 30, 2006, if a change in control occurred, and we terminated all employees covered by the severance compensation plan, the total payment due under the plan would be approximately $            .

Tax Consequences (page     )

As a general matter, the reorganization will not be a taxable transaction for purposes of federal or state income taxes to us or persons who receive or exercise subscription rights. We have received an opinion from our counsel that we will not recognize any gain or loss as a result of the reorganization and that it is more likely than not that members of Tempo Bank will not realize any income upon the issuance or exercise of the subscription rights.

Persons Who Can Order Stock in the Offering (page     )

We have granted rights to subscribe for shares of Sugar Creek Financial common stock in a “subscription offering” to the following persons in the following order of priority:

1. Persons with $50 or more on deposit at Tempo Bank as of September 30, 2005;

2. Our employee stock ownership plan, which provides retirement benefits to our employees;

3. Persons with $50 or more on deposit at Tempo Bank as of December 31, 2006; and

4. Tempo Bank’s depositors as of                         , 2007, who were not able to subscribe for shares under categories 1 and 3 and borrowers as of September 19, 1989 whose loans continue to be outstanding at                         , 2007.

If we receive subscriptions for more shares than are to be sold in this offering, we may be unable to fill or may only partially fill your order. Shares will be allocated in order of the priorities described above under a formula outlined in the plan of reorganization and stock issuance. Generally, shares first will be allocated so as to permit each eligible subscriber, if possible, to purchase a number of shares sufficient to make the subscriber’s total allocation equal to 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining eligible subscribers whose subscriptions remain unfilled in proportion to the amounts their respective qualifying deposits bear to the total qualifying deposits of all remaining

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eligible subscribers whose subscriptions remain unfilled. If we increase the number of shares to be sold above 491,625, Tempo Bank’s employee stock ownership plan will have the first priority right to purchase any shares exceeding that amount to the extent that its subscription has not previously been filled. Any shares remaining will be allocated in the order of priorities described above. See “The Stock Offering—Subscription Offering and Subscription Rights” for a description of the allocation procedure.

We may offer shares not sold in the subscription offering to the general public in a “direct community offering” that can begin concurrently with, during or immediately following the subscription offering. Orders received in the direct community offering will be subordinate to subscription offering orders. Natural persons who are residents of Clinton, Madison and St. Clair Counties, Illinois will have first preference to purchase shares in the direct community offering. Shares of common stock not purchased in the subscription offering or the direct community offering may be offered for sale through a “syndicated community offering” managed by Keefe, Bruyette & Woods. We have the right to accept or reject, in our sole discretion, orders we receive in the direct community offering and syndicated community offering.

Subscription Rights are Not Transferable

You are not allowed to transfer your subscription rights and we will act to ensure that you do not do so. You will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding with another person to sell or transfer subscription rights or the shares that you purchase. We will not accept any stock orders that we believe involve the transfer of subscription rights. Eligible depositors who enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal and state law and may be subject to civil enforcement actions or criminal prosecution.

How to Purchase Common Stock (page     )

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

1. Personal check, bank check or money order made payable directly to Sugar Creek Financial Corp. (third-party checks of any type will not be accepted); or

2. Authorizing us to withdraw money from your Tempo Bank deposit account(s) other than checking accounts or individual retirement accounts (“IRAs”). To use funds from accounts with check writing privileges, please submit a check. To use IRA funds, please see the next section.

Tempo Bank is not permitted to lend funds (including funds drawn on a Tempo Bank line of credit) to anyone for the purpose of purchasing shares of common stock in the offering. Also, payment may not be made by wire transfer.

Checks and money orders will be immediately cashed, so the funds must be available within the account when your stock order form is received by us. Do not overdraft your account. The funds will be deposited by us into a Tempo Bank segregated escrow account. We will pay interest at Tempo Bank’s statement savings rate from the date those funds are received until completion or termination of the offering. Withdrawals from certificates of deposit at Tempo Bank for the purpose of purchasing common stock in the offering may be made without incurring an early withdrawal penalty. All funds authorized for withdrawal from deposit accounts with Tempo Bank must be available within the deposit accounts at the time the stock order form is received. A hold will be placed on the amount of funds designated on your stock order form. Those funds will be unavailable to you during the offering; however, the funds will not be withdrawn from the accounts until the offering is completed and will continue to earn interest at the applicable contractual deposit account rate until the completion of the offering.

You may submit your order form in one of three ways: by mail, using the reply envelope provided; by overnight courier to the address indicated on the order form; or by taking the stock order form and payment to our stock information center, located at Tempo Bank’s main office. Stock order forms may not be hand-delivered to our branch office. This location will not have stock offering materials on hand. Once submitted, your order is irrevocable. We are not required to accept copies or facsimiles of order forms.

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Using IRA Funds to Purchase Shares in the Offering (page     )

You may be able to subscribe for shares of common stock using funds in your individual retirement account(s), or IRA, provided that such IRAs are not maintained at Tempo Bank. If you wish to use some or all of the funds in your Tempo Bank IRA, the applicable funds must first be transferred to a self-directed account maintained by an unaffiliated institutional trustee or custodian, such as a brokerage firm. If you do not have such an account, you will need to establish one and transfer your funds before placing your stock order. Our stock information center can give you guidance in this regard. Because processing this type of order takes additional time, we recommend that you contact our stock information center promptly, preferably at least two weeks before the [DATE1], 2007 offering deadline. Whether you may use retirement funds for the purchase of shares in the stock offering will depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

Purchase Limitations (page     )

Our plan of reorganization and stock issuance establishes limitations on the purchase of stock in the offering. These limitations include the following:

• The minimum purchase is 25 shares.

• No individual (or individuals exercising subscription rights through a single deposit account held jointly) may purchase more than $100,000 of common stock (which equals 10,000 shares) in the offering.

• No individual together with any associates and no group of persons acting in concert may purchase more than $100,000 of common stock (which equals 10,000 shares) in the offering. For purposes of applying this limitation, your associates include:

• Your spouse, or any relative of your spouse, who either lives in your home or who is a director or officer of Tempo Bank;

• Companies or other entities in which you are a director, officer or partner or have a 10% or greater beneficial ownership interest; and

• Trusts or other estates in which you have a substantial beneficial interest or as to which you serve as a trustee or in another fiduciary capacity.

Unless we determine otherwise, persons having the same address and persons exercising subscription rights through qualifying deposit accounts registered to the same address will be subject to this overall purchase limitation. We have the right to determine, in our sole discretion, whether prospective purchasers are associates or acting in concert.

Subject to the Office of Thrift Supervision’s approval, we may increase or decrease the purchase limitations at any time. Our tax-qualified employee benefit plans, including our employee stock ownership plan, are authorized to purchase up to 3.92% of the shares issued in the offering, including shares issued to Sugar Creek MHC, without regard to these purchase limitations.

Deadline for Ordering Stock (page     )

The subscription offering will end at Noon, Central time, on [DATE1], 2007. If you wish to purchase shares, a properly completed and signed original stock order form, together with full payment for the shares of common stock, must be received by us (not postmarked) no later than this time. We expect that the direct community offering will terminate at the same time, although it may continue for up to 45 days after the end of the subscription offering, or longer if regulators approve a later date. No single extension may be for more than 90 days. If we extend the offering beyond [DATE2], 2007, all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will promptly return your funds with interest at our statement savings rate or cancel your deposit account withdrawal authorization. If we intend to sell

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fewer than 363,375 shares or more than 565,369 shares, we will promptly return all funds with interest, set a new offering range and all subscribers will be notified and given the opportunity to confirm, change or cancel their orders.

How We Will Use the Proceeds of this Offering (page     )

The following table summarizes how we will use the proceeds of this offering, based on the sale of shares at the minimum and maximum of the offering range.

	363,375 Shares at $10.00 Per Share		491,625 Shares at $10.00 Per Share
	(In thousands)
Offering proceeds	$	3,634	$	4,916
Less: offering expenses		630		630
Net offering proceeds		3,004		4,286
Less:
Proceeds contributed to Tempo Bank		2,433		2,893
Proceeds used for loan to employee stock ownership plan		277		428
Proceeds contributed to Sugar Creek MHC		50		50
Proceeds remaining for Sugar Creek Financial	$	244	$	915

Initially, Sugar Creek Financial intends to invest the proceeds in short-term liquid investments. In the future, Sugar Creek Financial may use the portion of the proceeds that it retains to, among other things, invest in securities, pay cash dividends or repurchase shares of common stock, subject to regulatory restrictions. Tempo Bank intends to invest the proceeds it receives in short-term liquid investments. In the future, Tempo Bank may use the portion of the proceeds that it receives to fund new loans, invest in securities, open new branches and expand its business activities. Sugar Creek Financial and Tempo Bank may also use the proceeds of the offering to diversify their businesses and acquire other companies, although we have no specific plans to do so at this time.

Purchases by Directors and Executive Officers (page     )

We expect that our directors and executive officers, together with their associates, will subscribe for 36,600 shares, which equals 7.4% of the shares that would be sold at the maximum of the offering range. Our directors and executive officers will pay the same $10.00 per share price as everyone else who purchases shares in the offering. Like all of our depositors, our directors and executive officers have subscription rights based on their deposits and, in the event of an oversubscription, their orders will be subject to the allocation provisions set forth in our plan of reorganization and stock issuance. Purchases by our directors and executive officers will count towards the minimum number of shares we must sell to close the offering.

Market for Sugar Creek Financial’s Common Stock (page     )

We intend to have the common stock of Sugar Creek Financial quoted on the OTC Bulletin Board. Keefe, Bruyette & Woods currently intends to become a market maker in the common stock, but it is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for our common stock will develop or, if developed, will be maintained. After shares of the common stock begin trading, you may contact a stock broker to buy or sell shares. There can be no assurance that persons purchasing the common stock in the offering will be able to sell their shares at or above the $10.00 offering price, and brokerage firms typically charge commissions related to the purchase or sale of securities.

Sugar Creek Financial’s Dividend Policy (page     )

We have not determined whether we will pay dividends on the common stock. After the offering, we will consider a policy of paying regular cash dividends. Our ability to pay dividends will depend on a number of factors, including capital requirements, regulatory limitations and our operating results and financial condition. Initially, our ability to pay dividends will be limited to the net proceeds of the offering retained by Sugar Creek Financial and

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earnings from the investment of such proceeds. At the minimum and maximum of the offering range, Sugar Creek Financial will retain approximately $244,000 and $915,000 of the net proceeds, respectively. Additionally, funds could be contributed from Tempo Bank through dividends; however, the ability of Tempo Bank to dividend funds to Sugar Creek Financial is subject to regulatory limitations described in more detail in “Our Dividend Policy.” We anticipate that Sugar Creek MHC will waive receipt of any dividends that we pay.

Possible Conversion of Sugar Creek MHC to Stock Form (page     )

In the future, we may undertake a transaction commonly known as a “second-step conversion” in which we would convert from the mutual holding company form of organization to the capital stock form of organization. In a second-step conversion, members of Sugar Creek MHC would have subscription rights to purchase common stock of Sugar Creek Financial or its successor, and the public stockholders of Sugar Creek Financial would be entitled to exchange their shares of common stock for an equal percentage of shares of the new holding company. This percentage may be adjusted to reflect any assets owned by Sugar Creek MHC. Sugar Creek Financial’s public stockholders, therefore, would own approximately the same percentage of the resulting entity as they owned before the second-step conversion. Any second-step conversion would require the approval of the shareholders of Sugar Creek Financial, other than Sugar Creek MHC, and the members of Sugar Creek MHC. We have no current plan to undertake a second-step conversion transaction.

Delivery of Prospectus

To ensure that each person receives a prospectus at least 48 hours before the offering deadline, we may not mail prospectuses any later than five days prior to such date or hand-deliver prospectuses later than two days prior to that date. Stock order forms may only be delivered if accompanied or preceded by a prospectus. We are not obligated to deliver a prospectus or order form by means other than U.S. mail.

We will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights. The subscription offering and all subscription rights will expire at Noon, Central time, on [DATE1], 2007 whether or not we have been able to locate each person entitled to subscription rights.

Delivery of Stock Certificates (page     )

Certificates representing shares of common stock issued in the offering will be mailed to purchasers at the address provided on the order form as soon as practicable following completion of the offering and receipt of all necessary regulatory approvals.

Stock Information Center

If you have any questions regarding the offering, please call the stock information center at (618) 224-9095 to speak to a registered representative of Keefe, Bruyette & Woods. The stock information center is open Monday 10:00 a.m. to 5:00 p.m., Tuesday through Thursday 9:00 a.m. to 5:00 p.m. and Friday 9:00 a.m. to 12:00 Noon, Central time.

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Risk Factors

You should consider carefully the following risk factors before purchasing Sugar Creek Financial common stock.

Risks Related to Our Business

Rising interest rates may hurt our profits and asset values.

Interest rates have recently been at historically low levels. However, between June 30, 2004, and June 30, 2006, the U.S. Federal Reserve increased its target for the federal funds rate 17 times in 25 basis point increments from 1.00% to 5.25%. The increase in the federal funds rate has had the effect of increasing short-term market interest rates. While short-term market interest rates (which we use as a guide to price our deposits) have increased, longer-term market interest rates (which we use as a guide to price our longer-term loans) have not. This “flattening” of the market yield curve has had a negative impact on our interest rate spread and net interest margin, which has reduced our profitability. If short-term interest rates continue to rise, and if rates on our deposits continue to reprice upwards faster than the rates on our long-term loans and investments, we would continue to experience compression of our interest rate spread and net interest margin, which would have a negative effect on our profitability. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Results of Operations and Financial Condition—Risk Management—Interest Rate Risk Management.”

A downturn in the local economy could hurt our profits.

Nearly all of our loans are secured by real estate or made to businesses in Clinton County, southwestern Madison County and eastern St. Clair County, Illinois. The Clinton and Madison County economies are significantly affected by agriculture and agriculture–related industries and offer limited opportunity for significant growth in loan originations or deposits. The economy of eastern St. Clair County and the surrounding communities is heavily dependent on Scott Air Force Base. Scott Air Force Base, the number three employer in the St. Louis region, has approximately 7,800 active duty military, Air National Guard and Air Force Reserve members, and employs approximately 5,500 additional personnel. In addition, several defense contractors are currently located in communities near Scott Air Force Base. As a result, a downturn in the local economy, particularly local agriculture or the downsizing or closing of Scott Air Force Base, could cause significant increases in nonperforming loans, which would hurt our earnings. We have no reason to believe that Scott Air Force Base might be downsized or closed. In addition, adverse employment conditions may have a negative effect on the ability of our borrowers to make timely repayments of their loans and on our ability to make new loans, which would have an adverse impact on our earnings. For a discussion of our market area, see “Our Business—Market Area.”

As a result of our concentration on one- to four-family residential real estate lending, a downturn in real estate values could hurt our profits.

At September 30, 2006, $66.1 million, or 88.5%, of our loan portfolio consisted of one- to four-family residential real estate loans. After the offering, we intend to maintain this relatively high concentration of loans in one- to four-family lending. Although these types of loans generally expose a lender to less risk of non-payment and loss than commercial and construction loans, the market for loans on one- to four-family homes is significantly dependent on real estate values. A decline in real estate values could cause some of our one- to four-family residential real estate loans to become inadequately collateralized, which would expose us to a greater risk of loss. Additionally, a decline in real estate values could result in a decline in the origination of such loans.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will 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

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repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate 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. Our allowance for loan losses was 0.17% of total loans at September 30, 2006, and material additions to our allowance could materially decrease our net income. 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. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities might have a material adverse effect on our financial condition and results of operations.

Strong competition within our market area could hurt our profits and slow growth.

We face intense competition in making loans, attracting deposits and hiring and retaining experienced employees. This competition has made it more difficult for us to make new loans and attract deposits. Price competition for loans and deposits sometimes results in us charging lower interest rates on our loans and paying higher interest rates on our deposits, which reduces our net interest income. Competition also makes it more difficult and costly to attract and retain qualified employees. At June 30, 2006, which is the most recent date for which data is available from the FDIC, we held 7.7% of the deposits in Clinton County, Illinois. Some of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to compete successfully in our market area. For more information about our market area and the competition we face, see “Our Business—Market Area” and “Our Business—Competition.”

Federal Home Loan Bank of Chicago practices restrict our ability to liquidate, and limit the amount of dividends paid on, our investment in Federal Home Loan Bank of Chicago stock.

We are a member of the Federal Home Loan Bank of Chicago, from which we borrow to fund our operations. As a member, we are required to own stock in the Federal Home Loan Bank of Chicago. In addition, we maintain excess or voluntary stock, which is stock held in excess of the amount required as a condition of membership or for borrowings, as an additional source of liquidity. In the past, the dividend rate on the stock was competitive and the Federal Home Loan Bank of Chicago agreed to redeem the stock at par. However, during 2005, the Federal Home Loan Bank of Chicago experienced financial reporting problems and entered into a written agreement with the Federal Housing Finance Board, which oversees the Federal Home Loan Banks. Under the terms of the agreement, the Federal Home Loan Bank of Chicago agreed to maintain a minimum capital level and to reduce the ratio of its capital represented by redeemable stock. In connection with the agreement, the Federal Home Loan Bank of Chicago currently will redeem excess or voluntary stock held by institutions only during announced redemption windows for specified amounts of capital stock. In addition, the average quarterly dividend on the stock has been reduced from 6.13% for calendar 2004 to 3.08% for calendar 2006. As of September 30, 2006, we owned $2.0 million of Federal Home Loan Bank of Chicago stock, of which $1.3 million was considered excess or voluntary stock. Based on the liquidity needs of Tempo Bank and subject to the stock redemption guidelines of the Federal Home Loan Bank of Chicago, Tempo Bank expects to redeem the majority of its excess or voluntary stock. For the six months ended September 30, 2006 and the years ended March 31, 2006 and 2005, we recognized $33,000, $109,000 and $271,000, respectively, in dividend income from the Federal Home Loan Bank of Chicago.

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 Office of Thrift Supervision, our chartering authority, and by the Federal Deposit Insurance Corporation, as insurer of our deposits. Tempo Bank is, and Sugar Creek MHC and Sugar Creek Financial will be, subject to regulation and supervision by the Office of Thrift Supervision. Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the insurance fund and the depositors and borrowers of Tempo Bank rather than for holders of Sugar Creek Financial common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on

15

our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

Risks Related to this Offering

Additional expenses following the offering from new equity benefit plans will adversely affect our profitability.

Following the offering, we will recognize additional annual employee compensation expenses stemming from options and shares granted to employees, directors and executives under new benefit plans. These additional expenses will adversely affect our profitability. We cannot determine the actual amount of these new stock-related compensation expenses at this time because applicable accounting practices generally require that they be based on the fair market value of the options or shares of common stock at the date of the grant; however, we expect them to be material. We will recognize expenses for our employee stock ownership plan when shares are committed to be released to participants’ accounts and will recognize expenses for restricted stock awards and stock options over the vesting period of awards made to recipients. These benefit expenses in the first year following the offering have been estimated to be approximately $80,000 at the maximum of the offering range, as set forth in the pro forma financial information under “Pro Forma Data” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock, the number of shares awarded under the plans and the timing of the implementation of the plans. For further discussion of these plans, see “Our Management—Benefit Plans.”

We will need to implement additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements, which will increase our operating expenses.

As a result of the completion of this offering, we will become a public reporting company. The federal securities laws and the regulations of 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. Compliance with the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission will require us to certify the adequacy of our internal controls and procedures, which will require us to upgrade our accounting systems. These reporting and compliance obligations will increase our operating expenses and could divert our management’s attention from our operations.

Our return on equity will initially be low compared to other publicly traded financial institutions. A low return on equity may negatively impact the trading price of our common stock.

Net income divided by average equity, known as “return on equity,” is a ratio used by many investors to compare the performance of a financial institution with its peers. For the year ended March 31, 2006, our return on equity was 8.08%. Although we expect that our net income will increase following the offering, we expect that our return on equity will be reduced as a result of the additional capital that we will raise in the offering. For example, our pro forma return on equity for the twelve months ended September 30, 2006 is 2.08%, assuming the sale of shares at the maximum of the offering range. In comparison, the peer group used by RP Financial in its appraisal had an average return on equity of 3.74% for the twelve months ended September 30, 2006, or the latest date available. Over time, we intend to use the net proceeds from this offering to increase earnings per share and book value per share, without assuming undue risk, with the goal of achieving a return on equity that is competitive with other publicly held companies. This goal could take a number of years to achieve, and we cannot assure you that it will be attained. Consequently, you should not expect a competitive return on equity in the near future. Failure to achieve a competitive return on equity might make an investment in our common stock unattractive to some investors and might cause our common stock to trade at lower prices than comparable companies with higher returns on equity. See “Pro Forma Data” for an illustration of the financial impact of this offering.

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We have broad discretion in investing the proceeds of the offering.

At the maximum of the offering range, Sugar Creek Financial intends to contribute approximately 67.5% of the net proceeds of the offering to Tempo Bank and to use approximately 10.0% and 1.2% of the net proceeds to fund the loan to the employee stock ownership plan and to capitalize Sugar Creek MHC, respectively. Sugar Creek Financial may use the remaining proceeds that it retains to, among other things, invest in securities, pay cash dividends or repurchase shares of common stock, subject to regulatory restrictions. Tempo Bank may use the portion of the proceeds that it receives to fund new loans, open new branches, invest in securities and expand its business activities. We expect that Tempo Bank will deploy its portion of the proceeds to fund new loans over a two-year period, although the timing of such deployment is dependent on several factors, including loan demand, interest rates, the local economy and competition. Sugar Creek Financial and Tempo Bank may also use the proceeds of the offering to diversify their businesses and acquire other companies, although we have no specific plans to do so at this time. We have not allocated specific amounts of proceeds for any of these purposes, and we will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications.

Issuance of shares for benefit programs may dilute your ownership interest.

We intend to adopt an equity incentive plan following the offering. If stockholders approve the new equity incentive plan, we intend to issue shares to our officers, employees and directors through this plan. We may fund the equity incentive plan through the purchase of common stock in the open market, subject to regulatory restrictions, by a trust established in connection with the plan, or from authorized but unissued shares of Sugar Creek Financial common stock. If the restricted stock awards under the equity incentive plan are funded from authorized but unissued stock, your ownership interest in the shares could be diluted by up to approximately 1.9%, assuming awards of common stock equal to 1.96% of the shares issued in the offering, including shares issued to Sugar Creek MHC, are awarded under the plan. If the shares issued upon the exercise of stock options under the equity incentive plan are issued from authorized but unissued stock, your ownership interest in the shares could be diluted by up to approximately 4.7%, assuming stock option grants equal to 4.9% of the shares issued in the offering, including shares issued to Sugar Creek MHC, are granted under the plan. See “Pro Forma Data” and “Our Management—Benefit Plans.”

Sugar Creek MHC’s majority control of our common stock will enable it to exercise voting control over most matters put to a vote of stockholders and will prevent stockholders from forcing a sale or a second-step conversion transaction you may find advantageous.

Sugar Creek MHC will own a majority of Sugar Creek Financial’s 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 stockholders. The same directors and officers who will manage Sugar Creek Financial and Tempo Bank will also manage Sugar Creek MHC. As a federally chartered mutual holding company, the board of directors of Sugar Creek MHC must ensure that the interests of depositors of Tempo Bank are represented and considered in matters put to a vote of stockholders of Sugar Creek Financial. Therefore, the votes cast by Sugar Creek MHC may not be in your personal best interests as a stockholder. For example, Sugar Creek MHC may exercise its voting control to defeat a stockholder nominee for election to the board of directors of Sugar Creek Financial. Sugar Creek MHC’s ability to control the outcome of the election of the board of directors of Sugar Creek Financial restricts the ability of minority stockholders to effect a change of management. In addition, stockholders will not be able to force a merger or second-step conversion transaction without the consent of Sugar Creek MHC, as such transactions require the approval of at least two-thirds of all outstanding voting stock, which can only be achieved if Sugar Creek MHC voted to approve such transactions. Some stockholders may desire a sale or merger transaction, since stockholders typically receive a premium for their shares, or a second-step conversion transaction, since fully converted institutions tend to trade at higher multiples than mutual holding companies. Sugar Creek MHC will not be able to control, however, the vote for second-step transactions and implementation of equity incentive plans, each of which require, under current Office of Thrift Supervision regulations and policies, approval by the stockholders other than Sugar Creek MHC.

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Office of Thrift Supervision policy on remutualization transactions could prevent acquisition of Sugar Creek Financial, which may adversely affect our stock price.

Current Office of Thrift Supervision regulations permit a mutual holding company to be acquired by a mutual institution in what is commonly called a “remutualization” transaction. In the past, remutualization transactions resulted in minority stockholders receiving a significant premium for their shares. However, in 2003 the Office of Thrift Supervision issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity and raising issues concerning the effect on the mutual members of the acquiring entity. Under certain circumstances, the Office of Thrift Supervision intends to give these issues special scrutiny and reject applications providing for the remutualization of a mutual holding company unless the applicant can clearly demonstrate that the Office of Thrift Supervision’s concerns are not warranted in the particular case. Should the Office of Thrift Supervision prohibit or further restrict these transactions in the future, our per share stock price may be adversely affected. For further information, see “Restrictions on Acquisition of Sugar Creek Financial and Tempo Bank—Regulatory Restrictions.”

Office of Thrift Supervision regulations and anti-takeover provisions in our charter restrict the accumulation of our common stock, which may adversely affect our stock price.

Office of Thrift Supervision regulations provide that for a period of three years following the date of the completion of the stock offering, no person, acting alone, together with associates or in a group of persons acting in concert, will directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of our common stock without the prior written approval of the Office of Thrift Supervision. In addition, Sugar Creek Financial’s charter provides that, for a period of five years from the date of the stock offering, no person, other than Sugar Creek Financial MHC may acquire directly or indirectly the beneficial ownership of more than 10% of any class of any equity security of Sugar Creek Financial. In the event a person acquires shares in violation of this charter provision, all shares beneficially owned by such person in excess of 10% will be considered “excess shares” and will not be counted as shares entitled to vote or counted as voting shares in connection with any matters submitted to the stockholders for a vote. These restrictions make it more difficult and less attractive for stockholders to acquire a significant amount of our common stock, which may adversely affect our stock price.

Our stock price may decline when trading commences.

We cannot guarantee that if you purchase shares in the offering that you will be able to sell them at or above the $10.00 purchase price. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. These market fluctuations may not be related to the operating performance of particular companies whose shares are traded.

There may be a limited market for our common stock, which may adversely affect our stock price.

Although we intend to have our shares of common stock quoted on the OTC Bulletin Board, there is no guarantee that the shares will be actively traded. If an active trading market for our common stock does not develop, you may not be able to sell your shares of common stock on short notice and the sale of a large number of shares at one time could temporarily depress the market price. There also may be a wide spread between the bid and asked price for our common stock. When there is a wide spread between the bid and asked price, the price at which you may be able to sell our common stock may be significantly lower than the price at which you could buy it at that time.

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A Warning About Forward-Looking Statements

This prospectus contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include:

• statements of our goals, intentions and expectations;

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

• statements regarding the 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 and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

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

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

• increased competitive pressures among financial services companies;

• changes in consumer spending, borrowing and savings habits;

• legislative or regulatory changes that adversely affect our business;

• adverse changes in the securities markets; and

• changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board.

Any of the forward-looking statements that we make in this prospectus and in other public statements we make may later prove incorrect because of inaccurate assumptions, the factors illustrated above or other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.

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Selected Financial and Other Data

The summary financial information presented below is derived in part from our financial statements. The following is only a summary and you should read it in conjunction with the financial statements and notes beginning on page F-1. The information at March 31, 2006 and 2005 and for the years ended March 31, 2006 and 2005 is derived in part from the audited financial statements that appear in this prospectus. The information at September 30, 2006 and for the six months ended September 30, 2006 and 2005 was not audited, but in the opinion of management, reflects all adjustments necessary for a fair presentation. All of these adjustments are normal and recurring. The results of operations for the six months ended September 30, 2006 are not necessarily indicative of the results of operations that may be expected for the entire year.

	September 30,		March 31,
(Dollars in thousands)	2006		2006		2005
Financial Condition Data:
Total assets	$	82,200	$	76,436	$	67,321
Cash and due from banks, Federal funds sold, and FHLB daily investment deposit		4,404		5,111		3,350
Stock in FHLB of Chicago		2,016		2,831		2,734
Loans receivable, net		74,507		67,092		59,915
Deposits		60,270		59,456		48,748
Advances from FHLB of Chicago		15,000		10,000		12,000
Total retained earnings		6,045		5,949		5,487

	Six Months Ended September 30,						Year Ended March 31,
(Dollars in thousands)	2006			2005			2006			2005
Operating Data:
Interest income	$	2,216		$	1,936		$	3,933		$	3,658
Interest expense		(1,257	)		(835	)		(1,834	)		(1,454	)
Net interest income		959			1,101			2,099			2,204
(Provision for) recovery of loan losses		4			—			(17	)		(2	)
Net interest income after provision for loan losses		963			1,101			2,082			2,202
Noninterest income		74			377			439			95
Noninterest expense		(879	)		(847	)		(1,762	)		(1,626	)
Earnings before income taxes		158			631			759			671
Income taxes		(63	)		(247	)		(297	)		(263	)
Net earnings	$	95		$	384		$	462		$	408

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	Six Months Ended September 30,				Year Ended March 31,
	2006		2005		2006		2005
Performance Ratios (1):
Return on average assets	0.24	%	1.10	%	0.65	%	0.61	%
Return on average equity	3.18		13.54		8.08		7.72
Interest rate spread (2)	2.17		3.01		2.76		3.19
Net interest margin (3)	2.48		3.27		3.04		3.42
Noninterest expense to average assets	2.21		2.43		2.46		2.44
Efficiency ratio (4)	85.12		57.28		69.40		70.75
Average interest-earning assets to average interest-bearing liabilities	109.64		110.56		110.35		110.26
Average equity to average assets	7.55		8.14		8.00		7.92
Capital Ratios(5):
Tier I capital (to adjusted assets)	7.35		7.94		7.78		8.15
Tier I capital (to risk-weighted assets)	13.70		16.03		15.30		15.97
Total risk-based capital (to risk weighted assets)	14.00		16.38		15.64		16.35
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans	0.17		0.20		0.19		0.22
Allowance for loan losses as a percent of nonperforming loans	14.59		27.25		16.15		45.03
Net charge-offs (recoveries) to average outstanding loans during the period	(0.01	)	0.00		0.03		0.00
Non-performing loans as a percent of total loans	1.19		0.75		1.20		0.48
Other Data:
Number of offices	2		2		2		2

(1) Performance ratios for the six months ended September 30, 2006 and 2005 are annualized.

(2) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3) Represents net interest income as a percent of average interest-earning assets.

(4) Represents noninterest expense divided by the sum of net interest income and noninterest income.

(5) Capital ratios are for Tempo Bank.

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Recent Developments

The following tables contain certain information concerning the financial position and results of operations of Tempo Bank. The data at December 31, 2006 and for the three and nine months ended December 31, 2006 and 2005 was not audited, but, in the opinion of our management, reflects all adjustments necessary for a fair presentation. No adjustments were made other than normal recurring entries. The results of operations for the three and nine months ended December 31, 2006 are not necessarily indicative of the results of operations that may be expected for the entire year.

(Dollars in thousands)	December 31, 2006		March 31, 2006
Financial Condition Data:
Total assets	$	83,055	$	76,436
Cash and due from banks, Federal funds sold, and FHLB daily investment deposit		3,452		5,111
Stock in FHLB of Chicago		1,660		2,831
Loans receivable, net		76,429		67,092
Deposits		60,039		59,456
Advances from FHLB of Chicago		16,000		10,000
Total retained earnings		6,050		5,949

	Three Months Ended December 31,				Nine Months Ended December 31,
(Dollars in thousands)	2006		2005		2006			2005
Operating Data:
Interest income	$	1,172	$	983	$	3,389		$	2,919
Interest expense		714		483		1,971			1,318
Net interest income		458		500		1,418			1,601
(Provision for) recovery of loan losses		—		—		(11	)		—
Net interest income after provision for loan losses		458		500		1,407			1,601
Noninterest income		32		38		120			415
Noninterest expense		482		455		1,361			1,302
Earnings before income taxes		8		83		166			714
Income taxes		2		33		65			279
Net earnings		6		50		101			435

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	Three Months Ended December 31,				Nine Months Ended December 31,
	2006		2005		2006		2005
Performance Ratios (1) :
Return on average assets	0.03	%	0.28	%	0.17	%	0.82	%
Return on average equity	0.37		3.43		2.24		10.16
Interest rate spread (2)	1.97		2.56		2.11		2.86
Net interest margin (3)	2.30		2.86		2.42		3.13
Noninterest expense to average assets	2.34		2.51		2.25		2.44
Efficiency ratio (4)	88.53		64.56		98.43		84.55
Average interest-earning assets to average interest-bearing liabilities	109.14		111.03		109.42		110.47
Average equity to average assets	7.37		8.14		7.45		8.04
Capital Ratios (5):
Tier I capital (to adjusted assets)	7.28		8.17		7.28		8.17
Tier I capital (to risk-weighted assets)	13.98		16.31		13.98		16.31
Total risk-based capital (to risk-weighted assets)	13.68		15.96		13.68		15.96
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans	0.17		0.20		0.17		0.20
Allowance for loan losses as a percent of nonperforming loans	18.25		25.43		18.25		25.43
Net charge-offs (recoveries) to average outstanding loans during the period	—		—		(0.01	)	—
Non-performing loans as a percent of total loans	0.93		0.79		0.93		0.79
Other Data:
Number of offices	2		2		2		2

(1) Performance ratios for the three and nine months ended December 31, 2006 and 2005 are annualized.

(2) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3) Represents net interest income as a percent of average interest-earning assets.

(4) Represents noninterest expense divided by the sum of net interest income and noninterest income.

(5) Capital ratios are for Tempo Bank.

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Comparison of Financial Condition at December 31, 2006 and March 31, 2006

Our total assets increased by $6.6 million, or 8.7%, to $83.1 million at December 31, 2006 from $76.4 million at March 31, 2006. The increase resulted primarily from an increase in loans and was partially offset by a decrease in cash and due from banks and a reduction in Federal Home Loan Bank stock. Loans, net of allowance for loan losses, increased by $9.3 million, or 13.9%, to $76.4 million at December 31, 2006 from $67.1 million at March 31, 2006. Cash and due from banks decreased $1.7 million to $3.5 million at December 31, 2006 from $5.1 million at March 31, 2006. Federal Home Loan Bank stock decreased $1.2 million to $1.7 million at December 31, 2006 from $2.8 million March 31, 2006 following a redemption of stock of $815,000 on June 20, 2006 and a second redemption of $356,000 on December 14, 2006.

Nonaccrual loans at December 31, 2006 amounted to $712,000 compared to $805,000 at March 31, 2006. There were no other nonperforming assets at either date.

Total deposits increased $583,000, or 1.0%, to $60.0 million at December 31, 2006 from $59.5 million at March 31, 2006. Core deposits decreased $820,000, or 4.9%, to $16.0 million at December 31, 2006 from $16.8 million at March 31, 2006. Certificate of deposits increased $1.4 million, or 3.3%, to $44.0 million at December 31, 2006 from $42.6 million at March 31, 2006. Federal Home Loan Bank advances increased $6.0 million to $16.0 million, or 60.0%, at December 31, 2006 from $10.0 million at March 31, 2006. During the period, depositors reinvested rate sensitive money from core deposits as well as from maturing certificates into higher-yielding, shorter term certificates. The increased advances were used to fund the remainder of the loan growth during the period.

Total retained earnings increased $101,000, or 1.7%, to $6.05 million at December 31, 2006 from $5.95 million at March 31, 2006 as a result of normal operations.

Comparison of Operating Results for the Three Months Ended December 31, 2006 and 2005.

General. Net earnings for the three months ended December 31, 2006 was $6,000, a decrease of $44,000 from the three months ended December 31, 2005. The decrease in net earnings was primarily the result of a decrease of $42,000 in net interest income for the three month period ended December 31, 2006 compared to the three month period ended December 31, 2005.

Total Interest Income. Total interest income increased $189,000 to $1.2 million for the three months ended December 31, 2006 from $983,000 for the same period ended December 31, 2005. The increase was primarily a result of a $188,000 increase in interest income on loans due to an increase in both the average balance of loans and the average yield on loans.

Total Interest Expense. Total interest expense increased by $231,000 to $714,000 for the three months ended December 31, 2006 from $483,000 for the three months ended December 31, 2005. The increase resulted primarily from an increase in interest expense on deposits of $178,000 and an increase in interest on Federal Home Loan Bank advances of $53,000 for the three months ended December 31, 2006 due to increases in the average balances of, and average rate paid on, both deposits and Federal Home Loan Bank advances.

Net Interest Income. Net interest income decreased $42,000 to $458,000 for the three months ended December 31, 2006 from $500,000 for the three months ended December 31, 2005.

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The following table summarizes average balances and average yields and costs for the three months ended December 31, 2006 and 2005.

Average Balance Table

	Three Months Ended December 31,
	2006						2005
(Dollars in thousands)	Average Balance		Interest and Dividends		Yield/ Cost		Average Balance		Interest and Dividends		Yield/ Cost
Assets:
Interest-earning assets:
Loans	$	75,898	$	1,121	5.91	%	$	64,726	$	933	5.77	%
Stock in FHLB of Chicago		1,898		16	3.32			2,823		22	3.10
Other interest-earning assets		1,785		35	7.88			2,420		28	4.57
Total interest-earning assets		79,581		1,172	5.89			69,969		983	5.62
Noninterest-earning assets		2,530		—	—			2,523		—
Total assets		82,111		1,172	5.71			72,492		983	5.42
Liabilities and equity:
Total interest-bearing deposits		57,916		530	3.66			52,020		353	2.71
FHLB advances		15,000		184	4.90			11,000		130	4.74
Other borrowings		—		—				—		—
Total interest-bearing liabilities		72,916		714	3.92			63,020		483	3.06
Noninterest-bearing NOW accounts		2,143		—				2,145		—
Other noninterest-bearing liabilities		1,004		—				1,427		—
Total liabilities		76,063		714				66,592		483
Retained earnings		6,048						5,900
Total liabilities and retained earnings	$	82,111					$	72,492
Net interest income			$	458					$	500

Provision for Loan Losses. We establish provisions for loan losses which are charged to operations at a level we believe to be appropriate to our risk profile. These provisions represent management’s best estimate of probable loan losses in the portfolio. In evaluating the allowance for loan losses, management considers historical loss experience, the composition of the loan portfolio, adverse situations that might impact a borrower’s ability to repay the loan, the value of the underlying collateral, and peer group information and industry loss statistics.

For the three month period ended December 31, 2006 and December 31, 2005, no additions were made to allowance for loan losses which balance was $130,000 for both periods.

Noninterest Income. Noninterest income includes service charges on deposit accounts and other service charges and fees, loan servicing fees, gain on sale of securities and other income. Total noninterest income decreased $6,000 for the three month period ended December 31, 2006 to $32,000 from $38,000 for the three month period ended December 31, 2005. The three months ended December 31, 2005 included a non-recurring gain on sale of stock in a service bureau of $17,000.

Noninterest Expense. Noninterest expense includes salaries and employee benefits, equipment and data processing, occupancy and other expenses. Total noninterest expense increased $27,000 to $482,000 for the three months ended December 31, 2006 from $455,000 for the three month period ended December 31, 2005. This increase was due to higher equipment and data processing expense attributable to the growth of Tempo Bank.

Income Taxes. Income taxes decreased $31,000 to $2,000 for the three months ended December 31, 2006 from $33,000 for the three month period ended December 31, 2005. The reduction in tax expense is directly attributable to lower earnings before income taxes for the three months ended December 31, 2006 of $8,000 from $83,000 for the three month period ended December 31, 2005.

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Comparison of Operating Results for the Nine Months Ended December 31, 2006 and 2005.

General. Net earnings decreased $334,000 for the nine months ended December 31, 2006 to $101,000 from $435,000 for the nine months ended December 31, 2005. The difference is primarily attributable to the sale of service bureau stock that was recognized during the nine month period ended December 31, 2005.

Total Interest Income. Total interest income for the nine months ended December 31, 2006 increased by $470,000 to $3.4 million from $2.9 million for the nine months ended December 31, 2005. Interest income increased due to a higher average balance of loans and higher interest rates.

Total Interest Expense. Total interest expense increased by $653,000 for the nine months ended December 31, 2006 to $2.0 million from $1.3 million for the nine months ended December 31, 2005. Interest expense increased due to growth in deposits and an increase in advances from the Federal Home Loan Bank, as well as higher interest rates.

Net Interest Income. Net interest income decreased $183,000 for the nine months ended December 31, 2006 to $1.4 million from $1.6 million for the nine months ended December 31, 2005.

The following table summarizes average balances and average yields and costs for the nine months ended December 31, 2006 and 2005.

Average Balance Table

	Nine Months Ended December 31,
	2006						2005
(Dollars in thousands)	Average Balance		Interest and Dividends		Yield/ Cost		Average Balance		Interest and Dividends		Yield/ Cost
Assets:
Interest-earning assets:
Loans	$	73,326	$	3,225	5.86	%	$	62,777	$	2,754	5.85	%
Stock in FHLB of Chicago		2,225		49	2.93			2,786		91	4.35
Other interest-earning assets		2,408		115	6.37			2,560		74	3.85
Total interest-earning assets		77,959		3,389	5.80			68,123		2,919	5.71
Noninterest-earning assets		2,595						2,898
Total assets		80,554		3,389				71,021		2,919
Liabilities and equity:
Total interest-bearing deposits		57,946		1,492	3.43			49,367		902	2.44
FHLB advances		13,300		479	4.80			12,300		416	4.51
Other borrowings		—		—
Total interest-bearing liabilities		71,246		1,971	3.69			61,667		1,318	2.85
Noninterest-bearing NOW accounts		2,134		—				1,995		—
Other noninterest-bearing liabilities		1,174		—				1,651		—
Total liabilities		74,554		1,971				65,313		1,318
Retained earnings		6,000						5,708
Total liabilities and retained earnings	$	80,554					$	71,021
Net interest income			$	1,418					$	1,601

Provision for Loan Loss. We recorded a provision of $11,000 during the 2006 period as a result of a charged-off consumer loan that was repossessed during the nine months ended December 31, 2006. There were no charge-offs from repossessions or foreclosures during the nine month period ended December 31, 2005.

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Noninterest Income. Noninterest income decreased $295,000 to $120,000 for the nine months ended December 31, 2006 from $415,000 for the nine months ended December 31, 2005. This decrease was a result of a nonrecurring gain on sale of the stock in a service bureau of $327,000 during the 2005 period.

Noninterest Expense. Noninterest expense increased $70,000 for the nine months ended December 31, 2006 to $1.4 million from $1.3 million for the nine months ended December 31, 2005. Increases in compensation and benefits, equipment and data processing expense and other expenses, primarily of advertising and office supplies contributed to the increase.

Income Taxes. The provision for income taxes decreased $214,000 to $65,000 for the nine months ended December 31, 2006 from $279,000 for the nine months ended December 31, 2005 due to lower earnings before income taxes.

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Use of Proceeds

The following table shows how we intend to use the net proceeds of the offering. The actual net proceeds will depend on the number of shares of common stock sold in the offering and the expenses incurred in connection with the offering. Payments for shares made through withdrawals from deposit accounts at Tempo Bank will reduce Tempo Bank’s deposits and will not result in the receipt of new funds for investment. See “Pro Forma Data” for the assumptions used to arrive at these amounts.

	Minimum of Offering Range				Midpoint of Offering Range				Maximum of Offering Range				15% Above Maximum of Offering Range
(Dollars in thousands)	363,375 Shares at $10.00 Per Share		Percent of Net Proceeds		427,500 Shares at $10.00 Per Share		Percent of Net Proceeds		491,625 Shares at $10.00 Per Share		Percent of Net Proceeds		565,369 Shares at $10.00 Per Share		Percent of Net Proceeds
Offering proceeds	$	3,634			$	4,275			$	4,916			$	5,654
Less: offering expenses		630				630				630				630
Net offering proceeds		3,004	100.0	%		3,645	100.0	%		4,286	100.0	%		5,024	100.0	%
Less:
Proceeds contributed to Tempo Bank		2,433	81.0			2,834	77.8			2,893	67.5			2,964	59.0
Proceeds used for loan to employee stock ownership plan		277	9.2			372	10.2			428	10.0			492	9.8
Proceeds contributed to Sugar Creek MHC		50	1.7			50	1.4			50	1.2			50	1.0
Proceeds remaining for Sugar Creek Financial	$	244	8.1	%	$	389	10.7	%	$	915	21.3	%	$	1,517	30.2	%

Sugar Creek Financial intends to invest the proceeds it retains from the offering in short-term, liquid investments, such as U.S. treasury and government agency securities, mortgage-backed securities and cash and cash equivalents, in order to supplement the interest income of Tempo Bank and increase consolidated interest income. The actual amounts to be invested in different instruments will depend on the interest rate environment and Sugar Creek Financial’s liquidity requirements. In the future, Sugar Creek Financial may liquidate its investments and use those funds:

• to invest in securities;

• to pay dividends to stockholders;

• to repurchase shares of its common stock, subject to regulatory restrictions;

• to finance the possible acquisition of financial institutions or other businesses that are related to banking, although we have no specific plans to do so at this time; and

• for general corporate purposes.

Under current Office of Thrift Supervision regulations, Sugar Creek Financial may not repurchase shares of its common stock during the first year following the offering, except to fund equity benefit plans or, with prior regulatory approval, when extraordinary circumstances exist.

Tempo Bank initially intends to invest the proceeds it receives from the offering, which is shown in the table above as the amount contributed to Tempo Bank, in short-term, liquid investments. Over time, Tempo Bank may use the proceeds that it receives from the offering,:

• to fund new loans;

• to invest in securities;

• to finance the possible expansion of its business activities, including developing new branch locations; and

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• for general corporate purposes.

We may need regulatory approvals to engage in some of the activities listed above.

Except as described above, neither Sugar Creek Financial nor Tempo Bank has any specific plans for the investment of the proceeds of this offering and has not allocated a specific portion of the proceeds to any particular use. For a discussion of our business reasons for undertaking the offering, see “The Stock Offering—Reasons for the Stock Offering.”

Our Dividend Policy

Sugar Creek Financial will retain approximately $244,000 and $915,000 from the net proceeds raised in the offering at the minimum and maximum of the offering range, respectively. We have not yet determined whether we will pay a dividend on the common stock. After the offering, our board of directors will consider a policy of paying regular cash dividends. The board of directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends. In determining whether to declare or pay any dividends, whether regular or special, the board of directors will take into account our financial condition and results of operations, tax considerations, capital requirements, industry standards, and economic conditions. The regulatory restrictions that affect the payment of dividends by Tempo Bank to us discussed below will also be considered. We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future.

If Sugar Creek Financial pays dividends to its stockholders, it also will be required to pay dividends to Sugar Creek MHC, unless Sugar Creek MHC elects to waive the receipt of dividends. We anticipate that Sugar Creek MHC will waive any dividends that Sugar Creek Financial may pay. Any decision to waive dividends will be subject to regulatory approval.

We will not be subject to Office of Thrift Supervision regulatory restrictions on the payment of dividends. However, our ability to pay dividends may depend, in part, upon dividends we receive from Tempo Bank because we initially will have no source of income other than dividends from Tempo Bank and earnings from the investment of the net proceeds from the offering that we retain. Office of Thrift Supervision regulations limit dividends and other distributions from Tempo Bank to us. In addition, Sugar Creek Financial may not make a distribution that would constitute a return of capital during the three-year term of the business plan submitted in connection with the offering. No insured depository institution may make a capital distribution if, after making the distribution, the institution would be undercapitalized. See “Regulation and Supervision—Regulation of Federal Savings Associations—Limitation on Capital Distributions.”

Any payment of dividends by Tempo Bank to us that would be deemed to be drawn out of Tempo Bank’s bad debt reserves would require Tempo Bank to pay federal income taxes at the then current income tax rate on the amount deemed distributed. See “Federal and State Taxation—Federal Income Taxation” and note 8 of the notes to the financial statements included in this prospectus. We do not contemplate any distribution by Tempo Bank that would result in this type of tax liability.

Market for the Common Stock

We have not previously issued common stock and there is currently no established market for the common stock. Upon completion of the offering, we expect that our shares of common stock will be quoted on the OTC Bulletin Board. Keefe, Bruyette & Woods intends to become a market maker in our common stock following the offering, but it is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for the common stock will develop or, if developed, will be maintained.

The development of a public market having the desirable characteristics of depth, liquidity and orderliness 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 our common stock at any particular time may be limited, which may have an adverse effect on the price at which our common stock can be sold. There can be no assurance

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that persons purchasing the common stock will be able to sell their shares at or above the $10.00 price per share in the offering. Purchasers of our common stock should have a long-term investment intent and should recognize that there may be a limited trading market in the common stock.

Capitalization

The following table presents the historical capitalization of Sugar Creek Financial at September 30, 2006 and the capitalization of Sugar Creek Financial reflecting the offering (referred to as “pro forma” information). The pro forma capitalization gives effect to the assumptions listed under “Pro Forma Data,” based on the sale of the number of shares of common stock indicated in the table. This table does not reflect the issuance of additional shares as a result of the exercise of options granted under the proposed equity incentive plan. A change in the number of shares to be issued in the offering may materially affect pro forma capitalization. We are offering our common stock on a best efforts basis. We must sell a minimum of 363,375 shares to complete the offering.

				Pro Forma Capitalization Based Upon the Sale of
(Dollars in thousands)	Capitalization as of September 30, 2006			363,375 Shares at $10.00 Per Share			427,500 Shares at $10.00 Per Share			491,625 Shares at $10.00 Per Share			565,369 Shares at $10.00 Per Share
Deposits (1)	$	60,270		$	60,270		$	60,270		$	60,270		$	60,270
Borrowings		15,000			15,000			15,000			15,000			15,000
Total deposits and borrowed funds	$	75,270		$	75,270		$	75,270		$	75,270		$	75,270
Stockholders’ equity:
Preferred stock:
1,000,000 shares, $.01 par value per share, authorized; none issued or outstanding		—			—			—			—			—
Common stock:
14,000,000 shares, $.01 par value per share, authorized; specified number of shares assumed to be issued and outstanding (2)		—			8			10			11			13
Additional paid-in capital		—			2,996			3,635			4,275			5,011
Retained earnings (3)		6,045			6,045			6,045			6,045			6,045
Less:
Capitalization of Sugar Creek MHC		—			50			50			50			50
Common stock acquired by employee stock ownership plan (4)		—			277			372			428			492
Common stock to be acquired by equity incentive plan (5)		—			119			186			214			246
Total stockholders’ equity	$	6,045		$	8,603		$	9,082		$	9,639		$	10,280
Total pro forma stockholders’ equity as a percentage of pro forma total assets (1)		7.35	%		10.15	%		10.65	%		11.23	%		11.89	%

(1) Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Withdrawals to purchase common stock will reduce pro forma deposits by the amounts of the withdrawals.

(2) Reflects total issued and outstanding shares of 807,500, 950,000, 1,092,500 and 1,256,375 at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively.

(3) Retained earnings are restricted by applicable regulatory capital requirements.

(4) Assumes that 3.92% (3.43% at the minimum of the offering range) of the common stock issued in the offering, including shares issued to Sugar Creek MHC, will be acquired by the employee stock ownership plan in the offering with funds borrowed from Sugar Creek Financial. Under U.S. generally accepted accounting principles, the amount of common stock to be purchased by the employee stock ownership plan represents unearned compensation and is, accordingly, reflected as a reduction of capital. As shares are released to plan participants’ accounts, a compensation expense will be charged, along with related tax benefit, and a reduction in the charge against capital will occur in the amount of the compensation expense recognized. Since the funds are borrowed from Sugar Creek Financial, the borrowing will be eliminated in consolidation and no liability or interest expense will be reflected in the financial statements of Sugar Creek Financial. See “Our Management—Benefit Plans—Employee Stock Ownership Plan.”

(5) Assumes the purchase in the open market at $10.00 per share, for restricted stock awards under the proposed equity incentive plan, of a number of shares equal to 1.96% (1.47% at the minimum of the offering range) of the shares of common stock issued in the

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offering, including shares issued to Sugar Creek MHC. The shares are reflected as a reduction of stockholders’ equity. The equity incentive plan will be submitted to stockholders for approval at a meeting following the offering. See “Risk Factors—Issuance of shares for benefit programs may dilute your ownership interest,” “Pro Forma Data” and “Our Management—Benefit Plans—Future Equity Incentive Plan.”

Regulatory Capital Compliance

At September 30, 2006, Tempo Bank exceeded all regulatory capital requirements. The following table presents Tempo Bank’s capital position relative to its regulatory capital requirements at September 30, 2006, on a historical and a pro forma basis. For purposes of the table, the amount expected to be borrowed by the employee stock ownership plan is deducted from pro forma regulatory capital. For a discussion of the assumptions underlying the pro forma capital calculations presented below, see “Use of Proceeds,” “Capitalization” and “Pro Forma Data.” The definitions of the terms used in the table are those provided in the capital regulations issued by the Office of Thrift Supervision. For a discussion of the capital standards applicable to Tempo Bank, see “Regulation and Supervision—Regulation of Federal Savings Associations—Capital Requirements.”

					Pro Forma at September 30, 2006
					Minimum of Offering Range				Midpoint of Offering Range				Maximum of Offering Range				15% Above Maximum of Offering Range
	Historical at September 30, 2006				363,375 Shares at $10.00 Per Share				427,500 Shares at $10.00 Per Share				491,625 Shares at $10.00 Per Share				565,369 Shares at $10.00 Per Share
(Dollars in thousands)	Amount		Percent of Assets (1)		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets
Total equity under generally accepted accounting principles	$	6,045	7.35	%	$	8,201	9.69	%	$	8,507	10.00	%	$	8,510	10.00	%	$	8,516	10.00	%
Tangible Capital:
Capital level	$	6,045	7.35	%	$	8,201	9.69	%	$	8,507	10.00	%	$	8,510	10.00	%	$	8,516	10.00	%
Requirement		1,233	1.50	%		1,269	1.50	%		1,276	1.50	%		1,276	1.50	%		1,277	1.50	%
Excess	$	4,812	5.85	%	$	6,932	8.19	%	$	7,231	8.50	%	$	7,234	8.50	%	$	7,239	8.50	%
Core Capital:
Capital level	$	6,045	7.35	%	$	8,201	9.69	%	$	8,507	10.00	%	$	8,510	10.00	%	$	8,516	10.00	%
Requirement		3,288	4.00	%		3,385	4.00	%		3,401	4.00	%		3,404	4.00	%		3,407	4.00	%
Excess	$	2,757	3.35	%	$	4,816	5.69	%	$	5,105	6.00	%	$	5,106	6.00	%	$	5,110	6.00	%
Total Risk-Based Capital:
Total risk-based capital (2) (3)	$	6,175	14.00	%	$	8,331	18.68	%	$	8,637	19.33	%	$	8,640	19.33	%	$	8,646	19.34	%
Requirement		3,530	8.00	%		3,569	8.00	%		3,575	8.00	%		3,576	8.00	%		3,577	8.00	%
Excess	$	2,645	6.00	%	$	4,762	10.68	%	$	5,062	11.33	%	$	5,064	11.33	%	$	5,069	11.34	%

(1) Tangible capital and core capital levels are shown as a percentage of adjusted total assets of $82.2 million. Risk-based capital levels are shown as a percentage of risk-weighted assets of $44.1 million.

(2) Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk-weighting.

(3) Includes allowance for loan losses of $130,000.

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Pro Forma Data

The following tables show information about our net income and stockholders’ equity reflecting the offering. The information provided illustrates our pro forma net income and stockholders’ equity based on the sale of common stock at the minimum of the offering range, the midpoint of the offering range, the maximum of the offering range and 15% above the maximum of the offering range. The actual net proceeds from the sale of the common stock cannot be determined until the offering is completed. Net proceeds indicated in the following tables are based upon the following assumptions:

• All shares of stock will be sold in the subscription and direct community offerings;

• Our employee stock ownership plan will purchase a number of shares equal to 3.92% (3.43% at the minimum of the offering range) of the shares issued in the offering, including shares issued to Sugar Creek MHC, with a loan from Sugar Creek Financial that will be repaid in equal installments over 15 years; and

• Total expenses of the offering, including fees paid to Keefe, Bruyette & Woods, will be approximately $630,000.

Actual expenses may vary from this estimate, and the amount of fees paid will depend upon whether a syndicate of broker-dealers or other means is necessary to sell the shares (which would increase offering expenses), and other factors.

Pro forma net income for the six months ended September 30, 2006 and the year ended March 31, 2006 has been calculated as if the offering were completed at the beginning of each period, and the net proceeds had been invested at 4.91% for the six months ended September 30, 2006 and 4.82% for the year ended March 31, 2006, which represents the one-year treasury rate for each period end date. We believe that the one-year treasury rate represents a more realistic yield on the investment of the offering proceeds than the arithmetic average of the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate required by Office of Thrift Supervision regulations.

A pro forma after-tax return of 3.00% is used for the six months ended September 30, 2006 and of 2.94% for the year ended March 31, 2006, after giving effect to a combined federal and state income tax rate of 39.0%. The actual rate experienced by Sugar Creek Financial may vary. Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the number of shares of common stock indicated in the tables.

When reviewing the following tables you should consider the following:

• The final column gives effect to a 15% increase in the offering range, which may occur without any further notice if RP Financial increases its appraisal to reflect the results of this offering, changes in our financial condition or results of operations, or changes in market conditions after the offering begins. See “The Stock Offering—How We Determined the Offering Range and the $10.00 Purchase Price.”

• Since funds on deposit at Tempo Bank may be withdrawn to purchase shares of common stock, the amount of funds available for investment will be reduced by the amount of withdrawals for stock purchases. The pro forma tables do not reflect withdrawals from deposit accounts.

• Historical per share amounts have been computed as if the shares of common stock expected to be issued in the offering had been outstanding at the beginning of the period covered by the table. However, neither historical nor pro forma stockholders’ equity has been adjusted to reflect the investment of the estimated net proceeds from the sale of the shares in the offering, the additional employee stock ownership plan expense or the proposed equity incentive plan.

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• Pro forma stockholders’ equity (“book value”) represents the difference between the stated amounts of our assets and liabilities. Book value amounts do not represent fair market values or amounts available for distribution to stockholders in the unlikely event of liquidation. The amounts shown do not reflect the federal income tax consequences of the restoration to income of Tempo Bank’s special bad debt reserves for income tax purposes, which would be required in the unlikely event of liquidation. See “Federal and State Taxation.”

• The amounts shown as pro forma stockholders’ equity per share do not represent possible future price appreciation of our common stock.

• The pro forma tables do not reflect the impact of the new expenses that we expect to incur as a result of operating as a public company.

The following pro forma data, which are based on Tempo Bank’s equity at September 30, 2006 and March 31, 2006, and net income for the six months ended September 30, 2006 and the year ended March 31, 2006, may not represent the actual financial effects of the offering or our operating results after the offering. The pro forma data rely exclusively on the assumptions outlined above and in the notes to the pro forma tables. The pro forma data does not represent the fair market value of our common stock, the current fair market value of our assets or liabilities, or the amount of money that would be available for distribution to stockholders if we were to be liquidated after the offering.

We are offering our common stock on a best efforts basis. We must sell a minimum of 363,375 shares to complete the offering.

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	At or For the Six Months Ended September 30, 2006
(Dollars in thousands, except per share amounts)	Minimum of Offering Range 363,375 Shares at $10.00 Per Share			Midpoint of Offering Range 427,500 Shares at $10.00 Per Share			Maximum of Offering Range 491,625 Shares at $10.00 Per Share			15% Above Maximum of Offering Range 565,369 Shares at $10.00 Per Share
Gross proceeds	$	3,634		$	4,275		$	4,916		$	5,654
Less: estimated expenses		(630	)		(630	)		(630	)		(630	)
Estimated net proceeds		3,004			3,645			4,286			5,024
Less: common stock acquired by employee stock ownership plan (1)		(277	)		(372	)		(428	)		(492	)
Less: cash to Sugar Creek MHC		(50	)		(50	)		(50	)		(50	)
Less: common stock to be acquired by equity incentive plan (2)		(119	)		(186	)		(214	)		(246	)
Net investable proceeds	$	2,558		$	3,036		$	3,594		$	4,235
Pro Forma Net Income:
Pro forma net income (3):
Historical	$	95		$	95		$	95		$	95
Pro forma income on net investable proceeds		39			46			54			64
Less: pro forma employee stock ownership plan adjustments (1)		(6	)		(8	)		(9	)		(10	)
Less: pro forma restricted stock award expense (2)		(7	)		(12	)		(13	)		(15	)
Less: pro forma stock option expense (3)		(14	)		(16	)		(19	)		(21	)
Pro forma net income	$	108		$	106		$	109		$	113
Pro forma net income per share (3):
Historical	$	0.12		$	0.10		$	0.09		$	0.08
Pro forma income on net investable proceeds		0.05			0.05			0.05			0.05
Less: pro forma employee stock ownership plan adjustments (1)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Less: pro forma restricted stock award expense (2)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Less: pro forma stock option expense (3)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Pro forma net income per share	$	0.13		$	0.11		$	0.10		$	0.09
Offering price as a multiple of pro forma net income per share (annualized)		38.46	x		45.45	x		50.00	x		55.56	x
Number of shares used to calculate pro forma net income per share (4)		780,726			914,001			1,051,102			1,208,767
Pro Forma Stockholders’ Equity:
Pro forma stockholders’ equity (book value):
Historical	$	6,045		$	6,045		$	6,045		$	6,045
Estimated net proceeds		3,004			3,645			4,286			5,024
Less: capitalization of Sugar Creek MHC		(50	)		(50	)		(50	)		(50	)
Less: common stock acquired by employee stock ownership plan (1)		(277	)		(372	)		(428	)		(492	)
Less: common stock to be acquired by equity incentive plan (2)		(119	)		(186	)		(214	)		(246	)
Pro forma stockholders’ equity	$	8,603		$	9,082		$	9,639		$	10,280
Pro forma stockholders’ equity per share:
Historical	$	7.49		$	6.36		$	5.53		$	4.81
Estimated net proceeds		3.72			3.84			3.92			4.00
Less: capitalization of Sugar Creek MHC		(0.06	)		(0.05	)		(0.05	)		(0.04	)
Less: common stock acquired by employee stock ownership plan (1)		(0.34	)		(0.39	)		(0.39	)		(0.39	)
Less: common stock to be acquired by equity incentive plan (2)		(0.15	)		(0.20	)		(0.20	)		(0.20	)
Pro forma stockholders’ equity per share	$	10.66		$	9.56		$	8.81		$	8.18
Offering price as a percentage of pro forma stockholders’ equity per share		93.81	%		104.60	%		113.51	%		122.25	%
Offering price as a percentage of pro forma tangible stockholders’ equity per share		93.81	%		104.60	%		113.51	%		122.25	%
Number of shares used to calculate pro forma stockholders’ equity per share (4)		807,500			950,000			1,092,500			1,256,375

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	At or For the Year Ended March 31, 2006
(Dollars in thousands, except per share amounts)	Minimum of Offering Range 363,375 Shares at $10.00 Per Share			Midpoint of Offering Range 427,500 Shares at $10.00 Per Share			Maximum of Offering Range 491,625 Shares at $10.00 Per Share			15% Above Maximum of Offering Range 565,369 Shares at $10.00 Per Share
Gross proceeds	$	3,634		$	4,275		$	4,916		$	5,654
Less: estimated expenses		(630	)		(630	)		(630	)		(630	)
Estimated net proceeds		3,004			3,645			4,286			5,024
Less: common stock acquired by employee stock ownership plan (1)		(277	)		(372	)		(428	)		(492	)
Less: cash to Sugar Creek MHC		(50	)		(50	)		(50	)		(50	)
Less: common stock to be acquired by equity incentive plan (2)		(119	)		(186	)		(214	)		(246	)
Net investable proceeds	$	2,558		$	3,036		$	3,594		$	4,235
Pro Forma Net Income:
Pro forma net income (3):
Historical	$	462		$	462		$	462		$	462
Pro forma income on net investable proceeds		75			89			106			125
Less: pro forma employee stock ownership plan adjustments (1)		(11	)		(15	)		(17	)		(20	)
Less: pro forma restricted stock award expense (2)		(14	)		(23	)		(26	)		(30	)
Less: pro forma stock option expense (3)		(27	)		(32	)		(37	)		(42	)
Pro forma net income	$	485		$	481		$	488		$	495
Pro forma net income per share (3):
Historical	$	0.59		$	0.50		$	0.44		$	0.38
Pro forma income on net investable proceeds		0.10			0.10			0.10			0.10
Less: pro forma employee stock ownership plan adjustments (1)		(0.01	)		(0.02	)		(0.02	)		(0.02	)
Less: pro forma restricted stock award expense (2)		(0.02	)		(0.03	)		(0.02	)		(0.02	)
Less: pro forma stock option expense (3)		(0.03	)		(0.03	)		(0.04	)		(0.03	)
Pro forma net income per share	$	0.63		$	0.52		$	0.46		$	0.41
Offering price as a multiple of pro forma net income per share (annualized)		15.87	x		19.23	x		21.74	x		24.39	x
Number of shares used to calculate pro forma net income per share (4)		781,649			915,243			1,052,529			1,210,409
Pro Forma Stockholders’ Equity:
Pro forma stockholders’ equity (book value):
Historical	$	5,949		$	5,949		$	5,949		$	5,949
Estimated net proceeds		3,004			3,645			4,286			5,024
Less: capitalization of Sugar Creek MHC		(50	)		(50	)		(50	)		(50	)
Less: common stock acquired by employee stock ownership plan (1)		(277	)		(372	)		(428	)		(492	)
Less: common stock to be acquired by equity incentive plan (2)		(119	)		(186	)		(214	)		(246	)
Pro forma stockholders’ equity	$	8,507		$	8,985		$	9,543		$	10,184
Pro forma stockholders’ equity per share:
Historical	$	7.37		$	6.26		$	5.45		$	4.74
Estimated net proceeds		3.72			3.84			3.92			4.00
Less: capitalization of Sugar Creek MHC		(0.06	)		(0.05	)		(0.05	)		(0.04	)
Less: common stock acquired by employee stock ownership plan (1)		(0.34	)		(0.39	)		(0.39	)		(0.39	)
Less: common stock to be acquired by equity incentive plan (2)		(0.15	)		(0.20	)		(0.20	)		(0.20	)
Pro forma stockholders’ equity per share	$	10.54		$	9.46		$	8.73		$	8.11
Offering price as a percentage of pro forma stockholders’ equity per share		94.88	%		105.71	%		114.55	%		123.30	%
Offering price as a percentage of pro forma tangible stockholders’ equity per share		94.88	%		105.71	%		114.55	%		123.30	%
Number of shares used to calculate pro forma stockholders’ equity per share (4)		807,500			950,000			1,092,500			1,256,375

(footnotes on following page)

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(1) Assumes that the employee stock ownership plan will acquire a number of shares of stock equal to 3.92% (3.43% at the minimum of the offering range) of the shares issued in the offering, including shares issued to Sugar Creek MHC (27,697, 37,240, 42,826 and 49,250) shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively). The employee stock ownership plan will borrow the funds to acquire these shares from the net offering proceeds retained by Sugar Creek Financial. The amount of this borrowing has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. This borrowing will have an interest rate equal to the prime rate as published in The Wall Street Journal, which is currently 8.25%, and a term of 15 years. Tempo Bank intends to make contributions to the employee stock ownership plan in amounts at least equal to the principal and interest requirement of the debt. Interest income that Sugar Creek Financial will earn on the loan will offset a portion of the compensation expense recorded by Tempo Bank as it contributes to the ESOP. As the debt is paid down, shares will be released for allocation to participants’ accounts and stockholders’ equity will be increased.

The adjustment to pro forma net income for the employee stock ownership plan reflects the after-tax compensation expense associated with the plan. Applicable accounting principles require that compensation expense for the employee stock ownership plan be based upon shares committed to be released and that unallocated shares be excluded from earnings per share computations. An equal number of shares (1/15 of the total, based on a 15-year loan) will be released each year over the term of the loan. The valuation of shares committed to be released would be based upon the average market value of the shares during the year, which, for purposes of this calculation, was assumed to be equal to the $10.00 per share purchase price. If the average market value per share is greater than $10.00 per share, total employee stock ownership plan expense would be greater. See “Our Management—Benefit Plans—Employee Stock Ownership Plan.”

(2) Assumes that Sugar Creek Financial will purchase in the open market a number of shares of stock equal to 1.96% (1.47% at the minimum of the offering range) of the shares issued in the offering, including shares issued to Sugar Creek MHC (11,870, 18,620, 21,413 and 24,625 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively), that will be reissued as restricted stock awards under a equity incentive plan to be adopted following the offering. Purchases will be funded with cash on hand at Sugar Creek Financial or with dividends paid to Sugar Creek Financial by Tempo Bank. The cost of these shares has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. In calculating the pro forma effect of the restricted stock awards, it is assumed that the required stockholder approval has been received, that the shares used to fund the awards were acquired at the beginning of the respective period and that the shares were acquired at the $10.00 per share purchase price. The issuance of authorized but unissued shares of the common stock instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders by approximately 1.9% (1.4% at the minimum of the offering range).

The adjustment to pro forma net income for the restricted stock awards reflects the after-tax compensation expense associated with the awards. It is assumed that the fair market value of a share of Sugar Creek Financial common stock was $10.00 at the time the awards were made, that shares of restricted stock issued under the equity incentive plan vest 20% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20% of the value of the shares awarded was an amortized expense during each year, and that the combined federal and state income tax rate was 39.0%. If the fair market value per share is greater than $10.00 per share on the date shares are awarded under the equity incentive plan, total equity incentive plan expense would be greater.

(3) The adjustment to pro forma net income for stock options reflects the after-tax compensation expense associated with the stock options that may be granted under the equity incentive plan to be adopted following the offering. If the equity incentive plan is approved by stockholders, a number of shares equal to 4.9% of the number of shares issued in the offering, including shares issued to Sugar Creek MHC (39,568, 46,550, 53,533 and 61,562) shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively), will be reserved for future issuance upon the exercise of stock options that may be granted under the plan. We will follow Financial Accounting Standards Board Statement No. 123 (revised 2004), Share-Based Payment, to account for stock options issued. This standard requires compensation cost relating to share-based payment transactions be recognized in the financial statements over the period the employee is required to provide services for the award. The cost will be measured based on the fair value of the equity instruments issued. Applicable accounting standards do not prescribe a specific valuation technique to be used to estimate the fair value of employee stock options. Using the Black-Scholes option-pricing formula, the options are assumed to have a value of $3.78 for each option, based on the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 0%; expected life, 10 years; expected volatility, 9.68%; and risk-free interest rate, 4.64%. Because there currently is no market for Sugar Creek Financial common stock, the assumed expected volatility is based on the SNL MHC Index for all publicly-traded thrifts. The dividend yield is assumed to be 0% because there is no history of dividend payments and the board of directors has not expressed an intention to commence dividend payments upon completion of the offering. It is assumed that stock options granted under the equity incentive plan vest 20% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20% of the value of the options awarded was an amortized expense during each year, that 25% of the options awarded are non-qualified options and that the combined federal and state income tax rate was 39.0%. We plan to use the Black-Scholes option-pricing formula; however, if the fair

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market value per share is different than $10.00 per share on the date options are awarded under the equity incentive plan, or if the assumptions used in the option-pricing formula are different from those used in preparing this pro forma data, the value of the stock options and the related expense would be different. The issuance of authorized but unissued shares of common stock to satisfy option exercises instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders by approximately 4.7%.

(4) The number of shares used to calculate pro forma net income per share is equal to the total number of shares to be outstanding upon completion of the offering, less the number of shares purchased by the employee stock ownership plan not committed to be released within six months or one year, as applicable, following the offering as adjusted to effect a weighted average over the period. The number of shares used to calculate pro forma stockholders’ equity per share is equal to the total number of shares to be outstanding upon completion of the offering.

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Our Business

General

Sugar Creek Financial will be organized as a federal corporation upon completion of the reorganization. As a result of the reorganization, Tempo Bank will be a wholly owned subsidiary of Sugar Creek Financial. Upon completion of the reorganization, Sugar Creek Financial’s business activities will be the ownership of the outstanding capital stock of Tempo Bank and management of the investment of offering proceeds retained from the reorganization and offering. Initially, Sugar Creek Financial will neither own nor lease any property but will instead use the premises, equipment and other property of Tempo Bank with the payment of appropriate rental fees, under the terms of an expense allocation agreement. In the future, Sugar Creek Financial may acquire or organize other operating subsidiaries; however, there are no current plans, arrangements, agreements or understandings, written or oral, to do so.

Tempo Bank was originally chartered in 1889 as an Illinois state-chartered mutual building and loan association named “Trenton Building and Loan Association.” Tempo Bank converted to a federally chartered savings bank in 1989 and changed its name to “Tempo Bank, A Federal Savings Bank.” Tempo Bank adopted its present name in October 2006.

Our website address is www.tempobank.com. Information on our website should not be considered a part of this prospectus.

Market Area

We are headquartered in Trenton, Illinois. In addition to our main office, we operate a full-service branch office in Breese, Illinois. Trenton and Breese are in Clinton County, Illinois, approximately 35 miles east of St. Louis, Missouri. Historically, substantially all of our loans were made to borrowers who resided within approximately 18 miles of our main office which includes the communities in Clinton County, eastern St. Clair County and southeastern Madison County.

The communities served by Tempo Bank are economically diverse. The communities in Clinton County and southeastern Madison County are generally rural and have an agriculturally-based economy. In 2006, Clinton County had a total population of 37,000. Median household income in Clinton and Madison Counties was below the Illinois, but above the national, median household incomes in 2003. St. Clair County, Illinois, is immediately due east of St. Louis, Missouri and is home to Scott Air Force Base, the number three employer in the St. Louis region. The communities that we serve in eastern St. Clair County were once dominated by agriculture. In the past several years, however, as the St. Louis metropolitan area has expanded in Illinois, the communities in eastern St. Clair County have experienced economic expansion and now consist of a diverse blend of industries, urban centers and significant corporate investment. Although eastern St. Clair is home to several growing communities, the median household income in St. Clair County as a whole was below the Illinois and national median household incomes in 2003.

Competition

We face significant competition for the attraction of deposits and origination of loans. Our most direct competition for deposits has historically come from the many financial institutions operating in our market area and, to a lesser extent, from other financial service companies such as brokerage firms, credit unions and insurance companies. Several large holding companies operate banks in our market area, including Bank of America, U.S. Bancorp and Regions Financial Corporation. These institutions are significantly larger than us and, therefore, have significantly greater resources. We also face competition for investors’ funds from money market funds, mutual funds and other corporate and government securities. At June 30, 2006, which is the most recent date for which data is available from the Federal Deposit Insurance Corporation, we held 7.7% of the deposits in Clinton County, Illinois, which was the fourth largest market share out of 12 institutions with offices in Clinton County.

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Our competition for loans comes primarily from financial institutions in our market area and, to a lesser extent, from other financial service providers, such as mortgage companies and mortgage brokers. Competition for loans also comes from the increasing number of non-depository financial service companies entering the mortgage market, such as insurance companies, securities companies and specialty finance companies.

We expect competition to remain intense in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered barriers to entry, allowed banks to expand their geographic reach by providing services over the Internet and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks. Changes in federal law permit affiliation among banks, securities firms and insurance companies, which promotes a competitive environment in the financial services industry. Competition for deposits and the origination of loans could limit our growth in the future.

Lending Activities

One- to Four-Family Residential Loans. We offer three types of residential mortgage loans: fixed-rate loans, balloon loans and adjustable-rate loans. We offer fixed-rate mortgage loans with terms of 10, 15 or 30 years and balloon mortgage loans with terms of three, five, 10 or 15 years. We offer adjustable-rate mortgage loans with interest rates and payments that adjust annually or every three years. Interest rates and payments on our adjustable-rate loans generally are adjusted to a rate equal to a percentage above the one year U.S. Treasury index. The maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period and the lifetime interest rate cap is generally 6.0% over the initial interest rate of the loan. Our current practice is to retain all mortgage loans that we originate in our loan portfolio.

Borrower demand for adjustable-rate or balloon loans compared to fixed-rate loans is a function of the level of interest rates, the expectations of changes in the level of interest rates, and the difference between the interest rates and loan fees offered for fixed-rate mortgage loans as compared to the interest rates and loan fees for adjustable-rate or balloon loans. The relative amount of fixed-rate, balloon and adjustable-rate mortgage loans that can be originated at any time is largely determined by the demand for each in a competitive environment. The loan fees, interest rates and other provisions of mortgage loans are determined by us on the basis of our own pricing criteria and competitive market conditions.

While one- to four-family residential real estate loans are normally originated with up to 30-year terms, such loans typically remain outstanding for substantially shorter periods because borrowers often prepay their loans in full either upon sale of the property pledged as security or upon refinancing the original loan. Therefore, average loan maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans. We do not offer loans with negative amortization and generally do not offer interest only loans.

We generally do not make high loan-to-value loans (defined as loans with a loan-to-value ratio of 90% or more) without private mortgage insurance. We require all properties securing mortgage loans to be appraised by a board-approved independent appraiser. We generally require title insurance on all first mortgage loans. Borrowers must obtain hazard insurance, and flood insurance is required for loans on properties located in a flood zone.

Commercial and Multi-Family Real Estate Loans. We occasionally offer fixed-rate, balloon and adjustable-rate mortgage loans secured by commercial and multi-family real estate. Our commercial and multi-family real estate loans are generally secured by apartment, retail, restaurant and office/warehouse buildings.

While the terms of our commercial and multi-family real estate loans are set on a case by case basis, generally these loans are balloon loans with terms of three, five, 10 or 15 years. Loans are secured by first mortgages, and amounts generally do not exceed 85% of the property’s appraised value.

As of September 30, 2006, our largest commercial and multi-family real estate loan was $397,000 and was secured by a retail building. This loan was performing in accordance with its original terms at September 30, 2006.

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Land Loans. We also originate fixed-rate loans secured by unimproved land. Our land loans generally have terms of 15 years or less and loan amounts generally do not exceed 85% of the lesser of the appraised value or the purchase price. As of September 30, 2006, our largest land loan was $243,000 and was secured by undeveloped land. This loan was performing in accordance with its original terms at September 30, 2006.

Consumer Loans. Our consumer loans consist primarily of new and used automobile loans and home equity loans. We occasionally make loans secured by deposit accounts.

Our automobile loans have fixed interest rates and generally have terms up to five years for new automobiles and four years for used automobiles. We will generally offer automobile loans with a maximum loan-to-value ratio of 90% of the purchase price of the vehicle.

We offer home equity loans with a maximum combined loan to value ratio of 89% or less. Home equity loans have fixed interest rates and terms that typically range from one to 15 years.

The procedures for underwriting consumer loans include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount.

Loan Underwriting Risks.

Adjustable-Rate Loans. While we anticipate that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate mortgages, an increased monthly mortgage payment required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also may be adversely affected in a high interest rate environment. In addition, although adjustable-rate mortgage loans make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits.

Commercial and Multi-Family Real Estate Loans and Land Loans. Loans secured by multi-family and commercial real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential mortgage loans. Of primary concern in commercial and multi-family real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend on successful operation and management of the properties. Loans secured by undeveloped land generally involve greater risks than residential mortgage lending because land loans are more difficult to evaluate. If the estimate of value proves to be inaccurate, in the event of default and foreclosure, we may be confronted with a property the value of which is insufficient to assure full repayment. As a result, repayment of commercial and multi-family real estate and land loans may be subject to a greater extent than residential real estate loans, to adverse conditions in the real estate market or the economy. In reaching a decision on whether to make a commercial or multi-family real estate loan or a land loan, we consider and review a global cash flow analysis of the borrower and consider the net operating income of the property, the borrower’s expertise, credit history and profitability and the value of the underlying property. We have generally required that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before debt service to debt service) of at least 1.25. An environmental survey or environmental risk insurance is obtained when the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties that handled hazardous materials.

Consumer Loans. Consumer loans may entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as motor vehicles. In the latter case, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower. Consumer loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

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Loan Originations, Purchases and Sales. Loan originations come from a number of sources. The primary source of loan originations are real estate agents and home builders, existing customers, walk-in traffic, advertising and referrals from customers. We generally originate loans for our portfolio and generally do not purchase loans or participation interests in loans.

Loan Approval Procedures and Authority. Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by our board of directors and management. The board of directors has granted loan approval authority to certain officers or groups of officers up to prescribed limits, based on the officer’s experience and tenure. All loans over $50,000 must be approved by the loan committee of the board of directors.

Loans to One Borrower. The maximum amount that we may lend to one borrower and the borrower’s related entities is limited, by regulation, to generally 15% of our stated capital and reserves. At September 30, 2006, our regulatory limit on loans to one borrower was $926,000. At that date, our largest lending relationship was $849,000 and was secured by a single-family residence and an apartment building. This loan was performing in accordance with its original terms at September 30, 2006. As a result of the offering, we expect our regulatory loans to one borrower limit will increase.

Loan Commitments. We issue commitments for fixed- and adjustable-rate mortgage loans conditioned upon the occurrence of certain events. Commitments to originate mortgage loans are legally binding agreements to lend to our customers. Generally, our loan commitments expire after 60 days.

Investment Activities

We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various federal agencies and of state and municipal governments, mortgage-backed securities and certificates of deposit of federally insured institutions. Within certain regulatory limits, we also may invest a portion of our assets in corporate securities and mutual funds. We also are required to maintain an investment in Federal Home Loan Bank of Chicago stock.

At September 30, 2006, our investment portfolio totaled $2.0 million, or 2.5% of total assets, and consisted solely of our investment in Federal Home Loan Bank of Chicago stock.

Our investment objectives are to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide an alternate source of low-risk investments when demand for loans is weak and to generate a favorable return. Our board of directors has the overall responsibility for the investment portfolio, including approval of our investment policy. The board of directors is also responsible for implementation of the investment policy and monitoring our investment performance. Our board of directors reviews the status of our investment portfolio on a monthly basis, or more frequently if warranted.

Deposit Activities and Other Sources of Funds

General. Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and money market conditions.

Deposit Accounts. Substantially all of our depositors are residents of Illinois. Deposits are attracted from within our market area through the offering of a broad selection of deposit instruments, including non-interest-bearing NOW accounts, interest-bearing demand accounts (such as NOW and money market accounts), savings accounts and certificates of deposit. In addition to accounts for individuals, we also offer commercial checking accounts designed for the businesses operating in our market area. We do not have any brokered deposits.

Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, profitability to us, and customer preferences and

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concerns. We generally review our deposit mix and pricing weekly. Our deposit pricing strategy has generally been to offer competitive rates and to be in the middle of the market for rates on all types of deposit products.

Borrowings. We utilize advances from the Federal Home Loan Bank of Chicago to supplement our investable funds. The Federal Home Loan Bank functions as a central reserve bank providing credit for member financial institutions. As a member, we are required to own capital stock in the Federal Home Loan Bank and are authorized to apply for advances on the security of such stock and certain of our mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the Federal Home Loan Bank’s assessment of the institution’s creditworthiness. Depending on market conditions, after the offering we intend to continue to utilize advances from the Federal Home Loan Bank of Chicago at our current level of borrowing.

Properties

We conduct our business through our main office in Trenton, Illinois and our branch office in Breese, Illinois, both of which we own. The net book value of our land, buildings, furniture, fixtures and equipment was $891,000 as of September 30, 2006.

Personnel

As of September 30, 2006, we had 17 full-time employees and three part-time employees, none of whom is represented by a collective bargaining unit. We believe our relationship with our employees is good.

Legal Proceedings

Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

Subsidiaries

Tempo Bank does not have any subsidiaries.

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Management’s Discussion and Analysis of

Results of Operations and Financial Condition

The objective of this section is to help potential investors understand our views on our results of operations and financial condition. You should read this discussion in conjunction with the financial statements and notes to the financial statements that appear at the end of this prospectus.

Overview

Our principal business is to acquire deposits from individuals and businesses in the communities surrounding our offices and to use these deposits to fund loans. We focus on providing our products and services to two segments of customers: individuals and small businesses.

Income. Our primary source of income is net interest income. Net interest income is the difference between interest income, which is the income that we earn on our loans and investments, and interest expense, which is the interest that we pay on our deposits and borrowings. Changes in levels of interest rates affect our net interest income. In recent periods, short-term interest rates (which influence the rates we pay on deposits) have increased, while longer-term interest rates (which influence the rates we earn on loans) have not. The narrowing of the spread between the interest we earn on loans and investments and the interest we pay on deposits has negatively affected our net interest income.

A secondary source of income is non-interest income, which is revenue that we receive from providing products and services. The majority of our non-interest income generally comes from loan service charges and service charges on deposit accounts.

Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a monthly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings.

Expenses. The noninterest expenses we incur in operating our business consist of compensation and benefits expenses, occupancy expenses, equipment and data processing expenses and other miscellaneous expenses, such as advertising, supplies, telephone, postage and professional services.

Our largest noninterest expense is compensation and benefits, which consist primarily of salaries and wages paid to our employees, payroll taxes, and expenses for health insurance, retirement plans and other employee benefits. Following the offering, we will recognize additional annual employee compensation expenses stemming from the adoption of new equity benefit plans. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices require that they be based on the fair market value of the shares of common stock at specific points in the future. For an illustration of these expenses, see “Pro Forma Data.”

Following the offering, our noninterest expenses are likely to increase as a result of operating as a public company. These additional expenses will consist primarily of legal and accounting fees, expenses of shareholder communications and meetings and expenses related to the addition of personnel in our accounting department.

Critical Accounting Policies

In the preparation of our financial statements, we have adopted various accounting policies that govern the application of U.S. generally accepted accounting principles. Our significant accounting policies are described in note 1 of the notes to financial statements included in this prospectus.

Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Actual results could differ from these judgments and

43

estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

Allowance for Loan Losses. We consider the allowance for loan losses to be a critical accounting policy. The allowance for loan losses is the amount estimated by management as necessary to cover probable losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance at least monthly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other factors related to the collectibility of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of Thrift Supervision, as an integral part of its examination process, periodically reviews our allowance for loan losses. Such agency may require us to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings. See note 1 of the notes to the financial statements included in this prospectus.

Operating Strategy

Our mission is to operate and grow a profitable community-oriented financial institution. We plan to achieve this by executing our strategy of:

• Remaining a community-oriented institution;

• Continuing to emphasize the origination of one- to four-family residential real estate lending;

• Building core deposits by expanding our branch network into growing communities;

• Continuing to grow our commercial and multi-family real estate, land and consumer loan portfolio; and

• Continuing to use conservative underwriting practices to maintain the high quality of our loan portfolios; and

Remaining a community-oriented institution

We were established in 1889 and have been operating continuously since that time. We have been, and continue to be, committed to meeting the financial needs of the communities in which we operate and remain dedicated to providing customer service as a means to attract and retain customers. We deliver personalized service and respond with flexibility to customer needs. We believe that our community orientation is attractive to our customers and distinguishes us from the large banks that operate in our area.

Continue to emphasize the origination of one- to four-family residential real estate lending

Our primary lending activity is the origination of residential real estate loans secured by homes in our market area. We are a portfolio lender and generally do not sell loans in the secondary market. We intend to continue emphasizing the origination of residential real estate loans after completion of the offering. At September 30, 2006, 88.5% of our total loans were one- to four-family residential real estate loans. We believe our emphasis on residential real estate lending, which carries a lower credit risk than commercial and multi-family real estate lending, contributes to our high asset quality.

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Building core deposits by expanding our branch network into growing communities

Although most of the communities in Clinton County are rural and have an agricultural-based economy, there are many communities in the eastern St. Louis metropolitan area that are experiencing population growth and economic expansion. We intend to pursue growth of core deposit relationships by expanding into these growing communities through acquisition, or de novo branching. While we currently have no specific plans to acquire a financial institution or branch or open a de novo branch, the capital raised in the offering will enable us to identify and pursue potential acquisitions or, should suitable acquisition opportunities not emerge, undertake de novo branching.

Continuing to grow our commercial and multi-family real estate, land and consumer loan portfolios

In recent years we have worked hard to increase, in terms of size and not relative percentage of total loans, our commercial and multi-family real estate, land and consumer loan portfolios. In particular, commercial and multi-family real estate and land loans increased $1.3 million, or 47.6%, from March 31, 2005 to September 30, 2006 and at September 30, 2006 comprised approximately 5.4% of total loans. In addition, consumer loans increased $406,000, or 9.6%, from March 31, 2005 to September 30, 2006 and at September 30, 2006 comprised approximately 6.2% of total loans. As the St. Louis market continues to grow eastward to the communities we serve in Illinois, we anticipate that there will be many commercial and multi-family real estate, land and consumer loan opportunities that we may pursue with what we believe are our conservative underwriting guidelines.

Continue to use conservative underwriting practices to maintain the high quality of our loan portfolio

We believe that maintaining high asset quality is a key to long-term financial success. We have sought to grow our loan portfolio while keeping nonperforming assets to a minimum. We use underwriting standards that we believe are conservative and we diligently monitor collection efforts. At September 30, 2006, our nonperforming loans were 1.2% of our total loan portfolio. Although we intend to continue our efforts to originate commercial and multi-family loans after the offering, we intend to maintain our philosophy of managing large loan exposures through our conservative approach to lending.

Balance Sheet Analysis

Loans. Our primary lending activity is the origination of loans secured by real estate. We originate real estate loans secured by one- to four-family residential real estate, commercial and multi-family real estate and undeveloped land. To a much lesser extent, we originate consumer loans.

The largest segment of our real estate loans is one- to four-family residential real estate loans. At September 30, 2006, one- to four-family residential real estate loans totaled $66.1 million, or 88.5% of total loans, compared to $60.3 million, or 89.5% of total loans, at March 31, 2006 and $53.2 million, or 88.5% of total loans, at March 31, 2005. One- to four-family residential real estate loans increased over this period as a result of the strong real estate market.

Commercial and multi-family real estate loans totaled $2.6 million at September 30, 2006, or 3.5% of total loans, compared to $1.5 million, or 2.3% of total loans, at March 31, 2006 and $2.0 million, or 3.3% of total loans, at March 31, 2005. Multi-family and commercial real estate loans increased during the six months ended September 30, 2006 due to the origination of two additional loans.

Land loans totaled $1.4 million at September 30, 2006, or 1.9% of total loans, compared to $927,000, or 1.4% of total loans, at March 31, 2006 and $730,000, or 1.2% of total loans, at March 31, 2005.

We also originate a variety of consumer loans, including loans secured by new and used automobiles, home equity loans and loans secured by deposit accounts. Consumer loans totaled $4.6 million at September 30, 2006, or 6.2% of total loans, compared to $4.6 million, or 6.8% of total loans, at March 31, 2006 and $4.2 million, or 7.0% of total loans, at March 31, 2005.

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Table 1: Loan Portfolio Analysis

	September 30,					March 31,
	2006					2006					2005
(Dollars in thousands)	Amount			Percent		Amount			Percent		Amount			Percent
Real estate loans:
One-to four-family	$	66,119		88.45	%	$	60,275		89.52	%	$	53,206		88.46	%
Multi-family		1,125		1.50			1,011		1.50			1,055		1.75
Commercial		1,456		1.95			536		0.80			942		1.57
Land loans		1,435		1.92			927		1.38			730		1.21
Total real estate loans		70,135		93.82			62,749		93.20			55,933		92.99
Consumer loans:
Automobile		2,740		3.66			2,497		3.71			1,940		3.23
Home equity		1,462		1.96			1,402		2.08			1,343		2.23
Loans secured by deposit accounts		417		0.56			683		1.01			930		1.55
Total consumer loans		4,619		6.18			4,582		6.80			4,213		7.01
Total loans		74,754		100.00	%		67,331		100.00	%		60,146		100.00	%
Loans in process		—					—					—
Net deferred loan fees		(130	)				(130	)				(130	)
Allowance for losses		(117	)				(109	)				(101	)
Loans, net	$	74,507				$	67,092				$	59,915

At September 30, 2006, fixed-rate loans, balloon loans and adjustable-rate loans totaled $39.2 million, $34.9 million and $688,000, respectively.

The following table sets forth certain information at September 30, 2006 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The table does not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less. The amounts shown below exclude net deferred loan fees. Our adjustable-rate mortgage loans generally do not provide for downward adjustments below the initial discounted contract rate. When market interest rates rise, as has occurred in recent periods, the interest rates on these loans may increase based on the contract rate (the index plus the margin) exceeding the initial interest rate floor.

Table 2: Contractual Maturities and Interest Rate Sensitivity

September 30, 2006 (Dollars in thousands)	Real Estate Loans		Consumer Loans		Total Loans
Amounts due in:
One year or less	$	1,601	$	473	$	2,074
More than one to five years		8,350		2,453		10,803
More than five years		60,184		1,693		61,877
Total	$	70,135	$	4,619	$	74,754
Interest rate terms on amounts due after one year:
Fixed-rate loans (including balloon loans)	$	68,124	$	4,146	$	72,270
Adjustable-rate loans		410		—		410
Total	$	68,534	$	4,146	$	72,680

March 31, 2006 (Dollars in thousands)	Real Estate Loans		Consumer Loans		Total Loans
Amounts due in:
One year or less	$	919	$	719	$	1,638
More than one to five years		7,640		1,754		9,394
More than five years		55,592		707		56,299
Total	$	64,151	$	3,180	$	67,331
Interest rate terms on amounts due after one year:
Fixed-rate loans (including balloon loans)	$	62,506	$	2,461	$	64,967
Adjustable-rate loans		726		—		726
Total	$	63,232	$	2,461	$	65,693

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Table 3: Summary of Loan Activity

	Six Months Ended September 30,						Year Ended March 31,
(Dollars in thousands)	2006			2005			2006			2005
Total loans at beginning of period	$	67,331		$	60,146		$	60,146		$	53,716
Originations:
One-to four-family		11,126			8,557			14,468			15,785
Multi-family		365			—			—			490
Commercial real estate		944			120			237			—
Land loans		588			105			784			324
Consumer loans		1,731			1,550			3,553			3,321
Total loans originated		14,754			10,332			19,042			19,920
Purchases		—			—			—			—
Less:
Principal payments and repayments		(7,331	)		(6,740	)		(11,857	)		(13,490	)
Loan sales		—			—			—			—
Transfers to foreclosed real estate		—			—			—			—
Total loans at end of period	$	74,754		$	63,738		$	67,331		$	60,146

Investments. At September 30, 2006, our investment portfolio totaled $2.0 million and consisted solely of our investment in Federal Home Loan Bank of Chicago stock. Our investment in Federal Home Loan Bank of Chicago stock decreased during the six months ended September 30, 2006 due to a redemption of $815,000. During 2005, the Federal Home Loan Bank of Chicago announced that it would redeem excess or voluntary stock, which is stock held in excess of the amount required as a condition of membership or for borrowings held by institutions, only during announced redemption windows for specified amounts of capital stock. At September 30, 2006, $1.3 million of our investment in Federal Home Loan Bank stock consisted of excess or voluntary stock. In December 2006, $356,000 of this excess or voluntary stock was redeemed. Based on the liquidity needs of Tempo Bank and subject to the stock redemption guidelines of the Federal Home Loan Bank of Chicago, Tempo Bank expects to redeem the majority of its excess or voluntary stock.

We had no investments that had an aggregate book value in excess of 10% of our equity at September 30, 2006, except for our investment in Federal Home Loan Bank of Chicago.

Deposits. Our deposit base is comprised of noninterest-bearing NOW accounts, NOW accounts, savings accounts, money market accounts and certificates of deposit. We consider our deposit accounts other than certificates of deposit to be core deposits. Deposits increased $814,000, or 1.4%, for the six months ended September 30, 2006, primarily as a result of an increase in certificates of deposit due to higher interest rates compared to other deposit products. Deposits increased $10.7 million, or 22.0%, for the year ended March 31, 2006, as certificates of deposit increased $12.9 million, or 43.3%. Certificates of deposit increased significantly during the year ended March 31, 2006 as a result of our competitive interest rates and the movement of customer funds from lower yielding NOW, savings and money market accounts.

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Table 4: Deposits

	September 30,				March 31,
	2006				2006				2005
(Dollars in thousands)	Amount		Percent		Amount		Percent		Amount		Percent
Noninterest-bearing NOW accounts	$	2,199	3.65	%	$	2,203	3.71	%	$	1,674	3.43	%
NOW accounts		4,309	7.15			5,115	8.60			6,520	13.38
Savings accounts		7,964	13.21			8,279	13.92			8,554	17.55
Money market accounts		1,602	2.66			1,234	2.08			2,258	4.63
Certificates of deposit		44,196	73.33			42,625	71.69			29,742	61.01
Total	$	60,270	100.00	%	$	59,456	100.00	%	$	48,748	100.00	%

Table 5: Time Deposit Maturities of $100,000 or more

September 30, 2006 (Dollars in thousands)	Amount
Maturity Period
Three months or less	$	1,128
Over three through six months		1,854
Over six through twelve months		2,418
Over twelve months		1,711
Total	$	7,111

Borrowings. We utilize FHLB advances to supplement our supply of funds for loans. In the table below, the weighted average interest rate during the period is based on the weighted average balances determined on a monthly basis.

Table 6: Borrowings

	Six Months Ended September 30,						Year Ended March 31,
(Dollars in thousands)	2006			2005			2006			2005
Maximum amount outstanding at any month end during the period:
FHLB advances	$	15,000		$	14,000		$	14,000		$	14,500
Average amount outstanding during the period:
FHLB advances	$	12,571		$	12,857		$	11,769		$	12,000
Weighted average interest rate during the period:
FHLB advances		4.69	%		4.45	%		4.50	%		4.42	%
Balance outstanding at end of period:
FHLB advances	$	15,000		$	14,000		$	10,000		$	12,000
Weighted average interest rate at end of period:
FHLB advances		4.92	%		4.49	%		4.56	%		4.47	%

Results of Operations for the Six Months Ended September 30, 2006 and 2005

Financial Highlights. Net earnings decreased primarily due to the positive impact during the six months ended September 30, 2005 of a one-time $329,000 gain on the sale of an equity investment in our service bureau. Additionally, net interest income decreased due to margin compression, as changes in market interest rates drove up the cost of deposits. The increase in non-interest expenses was primarily a result of an increase in compensation and benefits expenses primarily related to salary increases and an increase in the number of employees.

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Table 7: Summary Income Statements

Six Months Ended September 30, (Dollars in thousands)	2006			2005			2006 v. 2005			% Change
Net interest income	$	959		$	1,101		$	(142	)	(12.89	)%
Provision for loan losses		4			—			4		—
Noninterest income		74			377			(303	)	(80.37	)
Noninterest expense		(879	)		(847	)		(32	)	3.78
Income taxes		(63	)		(247	)		184		(74.49	)
Net earnings	$	95		$	384		$	(289	)	(75.26	)%
Return on average equity		3.18	%		13.54	%		(10.36	)%	(76.51	)%
Return on average assets		0.24			1.10			(0.86	)	(78.18	)

Net Interest Income. Net interest income decreased primarily due to the increase in interest expense. Interest expense increased as a result of a $12.3 million, or 39.1%, increase in the average balance of certificates of deposit and a 116 basis point increase in the average rate paid on certificates of deposit. Certificates of deposit increased due to higher interest rates compared to other deposit products and the increasing interest rate environment resulted in the increase in the average rate paid on certificates of deposit. Partially offsetting the increase in interest expense was an increase in interest income on loans due to an increase in the average balance of loans, primarily one- to four-family residential real estate loans.

Table 8: Analysis of Net Interest Income

Six Months Ended September 30, (Dollars in thousands)	2006			2005			2006 v. 2005			% Change
Components of net interest income
Loans	$	2,103		$	1,821		$	282		15.49	%
Securities		33			69			(36	)	(52.17	)
Other interest-earning assets		80			46			34		73.91
Total interest income		2,216			1,936			280		14.46
Deposits		(962	)		(549	)		(413	)	75.23
Borrowings		(295	)		(286	)		(9	)	3.15
Total interest expense		(1,257	)		(835	)		(422	)	50.54
Net interest income		959			1,101			(142	)	(12.90	)
Average yields and rates paid
Interest-earning assets		5.73	%		5.75	%		(0.02	)%	(0.35	)%
Interest-bearing liabilities		3.56			2.74			0.82		29.93
Interest rate spread		2.17			3.01			(0.84	)	(27.91	)
Net interest margin		2.48			3.27			(0.79	)	(24.16	)
Average balances
Loans	$	72,223		$	61,942		$	10,281		16.60	%
Investment securities		2,366			2,770			(404	)	(14.58	)
Other interest-earning assets		2,766			2,649			117		4.42
Deposits		57,982			48,071			9,911		20.62
Borrowings		12,571			12,857			(286	)	(2.22	)

Provision for Loan Losses. Recovery of loan losses was $4,000 for the six months ended September 30, 2006 compared to no provision for loan losses for the six months ended September 30, 2005. During the six months ended September 30, 2006, we had net recoveries of $4,000. An analysis of the changes in the allowance for loan losses is presented under “Risk Management – Analysis and Determination of the Allowance for Loan Losses.”

Noninterest Income. In both periods, shares of our stock that we owned in our data processor were exchanged for cash in a merger resulting in an $18,000 gain in 2006 and a $329,000 gain in 2005. Service charges on deposit accounts increased primarily as a result of the increase in deposits. Loan service charges decreased due to a higher amount of late charges imposed on delinquent loans during 2005.

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Table 9: Noninterest Income Summary

Six Months Ended September 30, (Dollars in thousands)	2006		2005		$ Change		% Change
Loan service charges	$	8	$	18	(10	)	(55.56	)%
Service charges on deposit accounts		42		23	19		82.61
Gain on sale of investment in service bureau		18		329	(311	)	(94.53	)
Other		6		7	(1	)	(14.29	)
Total	$	74	$	377	(303	)	(80.37	)

Noninterest Expense. Non-interest expense increased due to the increase in compensation and benefits primarily as a result of salary increases and an increase in the number of employees. Also contributing to the increase in non-interest expense were the increases in expenses relating to advertising and supplies. Advertising and supplies expenses increased due to an increased focus on advertising and the timing of purchases of office supplies.

Table 10: Noninterest Expense Summary

Six Months Ended September 30, (Dollars in thousands)	2006		2005		$ Change			% Change
Compensation and benefits	$	529	$	501	$	28		5.59	%
Occupancy and equipment		43		42		1		2.38
Equipment and data processing		142		145		(3	)	(2.07	)
Federal deposit insurance premiums		4		3		1		33.33
Loss (gain) on foreclosed real estate		—		—		—		—
Advertising		28		23		5		21.74
Supplies		22		15		7		46.67
Other		111		118		(7	)	(5.93	)
Total	$	879	$	847	$	32		3.78	%

Income Taxes. Income taxes for the six months ended September 30, 2006 were $63,000, reflecting an effective tax rate of 39.7%, compared to $247,000 for the six months ended September 30, 2005, reflecting an effective tax rate of 39.1%. Income taxes decreased due to lower pre-tax earnings.

Results of Operations for the Years Ended March 31, 2006 and 2005

Financial Highlights. Net earnings increased primarily due to the positive impact during fiscal 2006 of a one-time $345,000 gain on the sale of an equity investment in our service bureau. Partially offsetting the increase in non-interest income was a decrease in net interest income due to margin compression, as changes in market interest rates drove up the cost of deposits. In addition, non-interest expenses increased primarily as a result of an increase in compensation and benefits expenses related to increased defined benefit plan expense and an increase in the number of employees.

Table 11: Summary Income Statements

Year Ended March 31, (Dollars in thousands)	2006			2005			2006 v. 2005			% Change
Net interest income	$	2,099		$	2,204		$	(105	)	(4.76	)%
Provision for loan losses		(17	)		(2	)		(15	)	750.00
Noninterest income		439			95			344		362.11
Noninterest expenses		(1,762	)		(1,626	)		(136	)	8.36
Income taxes		(297	)		(263	)		(34	)	12.93
Net earnings	$	462		$	408		$	54		13.24	%
Return on average equity		8.08	%		7.72	%		0.36	%	4.66	%
Return on average assets		0.65			0.61			0.04		6.56

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Net Interest Income. Net interest income decreased primarily due to the increase in interest expense. Interest expense increased as a result of a $6.0 million, or 20.7%, increase in the average balance of certificates of deposit and a 72 basis point increase in the average rate paid on certificates of deposit. Certificates of deposit increased due to our competitive interest rates and the movement of customer funds from lower yielding NOW, savings and money market accounts. Additionally, the increasing interest rate environment resulted in the increase in the average rate paid on certificates of deposit. Income from securities decreased as both the average balance of our investment in Federal Home Loan Bank stock decreased and the average yield decreased. During fiscal 2005, we determined to decrease our investment concentration in Federal Home Loan Bank stock and the Federal Home Loan Bank decreased the dividend rate on its stock. Partially offsetting the increase in interest expense and the decrease in income from securities was an increase in interest income on loans due to an increase in the average balance of loans, primarily one- to four-family residential real estate loans. In addition, income from other interest-earning assets increased due to the increase in the average balance and a higher weighted average yield.

Table 12: Analysis of Net Interest Income

Year Ended March 31, (Dollars in thousands)	2006			2005			2006 v. 2005			% Change
Components of net interest income
Loans	$	3,715		$	3,344		$	371		11.09	%
Securities		109			271			(162	)	(59.78	)
Other interest-earning assets		109			43			66		153.49
Total interest income		3,933			3,658			275		7.52
Deposits		(1,305	)		(923	)		(382	)	41.39
Borrowings		(529	)		(531	)		2		(0.38	)
Total interest expense		(1,834	)		(1,454	)		380		26.13
Net interest income	$	2,099		$	2,204		$	(105	)	(4.76	)%
Average yields and rates paid
Interest-earning assets		5.69	%		5.68	%		0.01	%	(0.18	)%
Interest-bearing liabilities		2.93			2.49			(0.50	)	(17.67	)
Interest rate spread		2.76			3.19			(0.43	)	13.48
Net interest margin		3.04			3.42			(0.38	)	(11.11	)
Average balances
Loans	$	63,683		$	57,484		$	6,199		10.78	%
Investment securities		2,796			4,850			(2,054	)	(42.35	)
Other interest-earning assets		2,622			2,084			538		25.82
Deposits		50,851			46,427			4,424		9.53
Borrowings		11,769			12,000			(231	)	(1.93	)

Provision for Loan Losses. Based on our evaluation of loan loss factors, management made a provision of $17,000 for the year ended March 31, 2006, and a provision of $2,000 for the year ended March 31, 2005. In particular, classified assets increased to $805,000 at March 31, 2006 from $289,000 at March 31, 2005. In addition, we had charge-offs of $17,000 the year ended March 31, 2006 compared to charge-offs of $2,000 for the year ended March 31, 2005.

The allowance for loan losses was $130,000, or 0.19% of total loans outstanding as of March 31, 2006, as compared with $130,000, or 0.22% as of March 31, 2005. An analysis of the changes in the allowance for loan losses is presented under “Risk Management – Analysis and Determination of the Allowance for Loan Losses.”

Noninterest Income. In fiscal 2006, shares of our stock that we owned in our data processor were exchanged for cash in a merger resulting in a gain of $345,000. Service charges on deposit accounts decreased as a result of a lower volume of customer insufficient fund checks.

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Table 13: Noninterest Income Summary

Year Ended March 31, (Dollars in thousands)	2006		2005		$ Change			% Change
Loan service charges	$	27	$	23	$	4		17.39	%
Service charges on deposit accounts		51		58		(7	)	(12.07	)
Gain on sale of investment in service bureau		345		—		345		N/A
Other		16		14		2		14.29
Total	$	439	$	95	$	344		362.11	%

Noninterest Expense. Non-interest expense increased due to the increase in compensation and benefits as a result of increased defined benefit plan expense and an increase in the number of employees. In addition, in fiscal 2005 we had a gain of $28,000 on foreclosed real estate. Equipment and data processing decreased over the periods due to certain equipment becoming fully depreciated in 2006 compared to a full year of depreciation expense in 2005.

Table 14: Noninterest Expense Summary

Year Ended March 31, (Dollars in thousands)	2006		2005			$ Change			% Change
Compensation and benefits	$	1,045	$	947		$	98		10.35	%
Occupancy and equipment		89		86			3		3.49
Equipment and data processing		293		313			(20	)	(6.39	)
Federal deposit insurance premiums		7		7			—		—
Loss (gain) on foreclosed real estate		—		(28	)		28		(100.00	)
Advertising		47		34			13		38.24
Supplies		31		29			2		6.90
Other		250		238			12		5.04
Total	$	1,762	$	1,626		$	136		8.36	%

Income Taxes. Income taxes were $297,000 for 2006, reflecting an effective tax rate of 39.2%, compared to $263,000 for 2005, reflecting an effective tax rate of 39.2%. Income taxes increased due to higher pre-tax earnings.

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The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. For purposes of this table, average balances have been calculated using month-end balances, and nonaccrual loans are included in average balances only. Management does not believe that use of month-end balances instead of daily average balances has caused any material differences in the information presented. Loan fees are included in interest income on loans and are insignificant. None of the income reflected in the following table is tax-exempt income.

Table 15: Average Balance Tables

	At September 30,		Six Months Ended September 30,
	2006		2006								2005
(Dollars in thousands)	Yield/Cost		Average Balance			Interest and Dividends			Yield/ Cost		Average Balance			Interest and Dividends			Yield/ Cost
Assets:
Interest-earning assets:
Loans	5.88	%	$	72,223		$	2,103		5.83	%	$	61,942		$	1,821		5.88	%
Stock in FHLB of Chicago	3.10			2,366			33		2.80			2,770			69		4.98
Other interest-earning assets	5.18			2,766			80		5.78			2,649			46		3.50
Total interest-earning assets	5.78			77,355			2,216		5.73			67,361			1,936		5.75
Noninterest-earning assets				2,118								2,387
Total assets				79,473								69,748
Liabilities and equity:
Interest-bearing liabilities:
NOW accounts	0.55			4,731			15		0.63			6,082			30		0.98
Savings accounts	1.00			8,048			40		1.00			8,477			42		1.00
Money market accounts	1.96			1,416			10		1.46			2,043			15		1.47
Certificates of deposit	4.34			43,787			897		4.10			31,469			462		2.94
Total interest-bearing deposits	3.54			57,982			962		3.32			48,071			549		2.29
FHLB advances	4.92			12,571			295		4.69			12,857			286		4.45
Other borrowings	—			—			—		—			—			—		—
Total interest-bearing liabilities	3.82			70,553			1,257		3.56			60,928			835		2.74
Noninterest-bearing NOW accounts				2,138								1,935
Other noninterest-bearing liabilities				785								1,205
Total liabilities				73,476								64,068
Retained earnings				5,997								5,680
Total liabilities and retained earnings			$	79,473							$	69,748
Net interest income						$	959							$	1,101
Interest rate spread	1.96	%							2.17	%							3.01	%
Net interest margin							2.48	%							3.27	%
Average interest-earning assets to average interest-bearing liabilities				109.64	%							110.56	%

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Table 15: Average Balance Table (continued)

	Year Ended March 31,
	2006								2005
(Dollars in thousands)	Average Balance			Interest and Dividends			Yield/ Cost		Average Balance			Interest and Dividends			Yield/ Cost
Assets:
Interest-earning assets:
Loans	$	63,683		$	3,715		5.83	%	$	57,485		$	3,344		5.82	%
Stock in FHLB of Chicago		2,796			109		3.91			4,850			271		5.60
Other interest-earning assets		2,622			109		4.17			2,084			43		2.05
Total interest-earning assets		69,101			3,933		5.69			64,419			3,658		5.68
Noninterest-earning assets		2,390								2,254
Total assets		71,491							$	66,673
Liabilities and equity:
Interest-bearing liabilities:
NOW accounts	$	5,813		$	56		0.96	%	$	6,250		$	64		1.03	%
Savings accounts		8,287			83		1.00			9,058			93		1.02
Money market accounts		1,729			20		1.15			2,105			27		1.31
Certificates of deposit		35,022			1,146		3.27			29,014			739		2.55
Total interest-bearing deposits		50,851			1,305		2.57			46,427			923		1.99
FHLB advances		11,769			529		4.50			12,000			531		4.42
Other borrowings		–			–		–			–			–		–
Total interest-bearing liabilities		62,620			1,834		2.93			58,427			1,454		2.49
Noninterest-bearing NOW accounts		2,017								1,933
Other noninterest-bearing liabilities		1,136								1,030
Total liabilities		65,773								61,390
Retained earnings		5,718								5,283
Total liabilities and retained earnings	$	71,491							$	66,673
Net interest income				$	2,099							$	2,204
Interest rate spread							2.76	%							3.19	%
Net interest margin					3.04	%							3.42	%
Average interest-earning assets to average interest-bearing liabilities		110.35	%							110.26	%

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Rate/Volume Analysis. The following tables set forth the effects of changing rates and volumes on our net interest income. 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). Changes due to both volume and rate have been allocated proportionally to the volume and rate changes. The net column represents the sum of the prior columns.

Table 16: Net Interest Income – Changes Due to Rate and Volume

Six Months Ended September 30, 2006 Compared to Six Months Ended September 30, 2005

(Dollars in thousands)	Volume			Rate			Net
Interest income:
Loans receivable	$	297		$	(15	)	$	282
Securities		(9	)		(27	)		(36	)
Other interest-earning assets		2			32			34
Total	$	290		$	(10	)	$	280
Interest expense:
Passbook accounts	$	(2	)	$	—		$	(2	)
NOW accounts		(6	)		(9	)		(15	)
MMDA accounts		(5	)		—			(5	)
Certificates		217			218			435
Advances from FHLB		(6	)		15			9
Total	$	198		$	224		$	422
Increase (decrease) in net interest income	$	92		$	(234	)	$	(142	)
Year Ended March 31, 2006 Compared to Year Ended March 31, 2005
(Dollars in thousands)	Volume			Rate			Net
Interest income:
Loans receivable	$	364		$	7		$	371
Securities		(97	)		(65	)		(162	)
Other interest-earning assets		13			53			66
Total	$	280		$	(5	)	$	275
Interest expense:
Passbook accounts	$	(6	)	$	(2	)	$	(8	)
NOW accounts		(5	)		(5	)		(10	)
MMDA accounts		(4	)		(3	)		(7	)
Certificates		172			235			407
Advances from FHLB		(11	)		9			(2	)
Total	$	146		$	234		$	380
Increase (decrease) in net interest income	$	134		$	(239	)	$	(105	)

Risk Management

Overview. Managing risk is an essential part of successfully managing a financial institution. Our most prominent risk exposures are credit risk, interest rate risk and market risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Interest rate risk is the potential reduction of interest income as a result of changes in interest rates. Market risk arises from fluctuations in interest rates that may result in changes in the values of financial instruments, such as available-for-sale securities that are accounted for on a mark-to-market basis. Other risks that we face are operational risks, liquidity risks and reputation risk. Operational risks include risks related to fraud, regulatory compliance, processing errors, technology and disaster recovery. Liquidity risk is the possible inability to fund obligations to depositors, lenders or borrowers. Reputation risk is the risk that negative publicity or press, whether true or not, could cause a decline in our customer base or revenue.

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Credit Risk Management. Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans.

When a borrower fails to make a required loan payment, we take a number of steps to have the borrower cure the delinquency and restore the loan to current status, including contacting the borrower by letter and phone at regular intervals. When the borrower is in default, we may commence collection proceedings. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure. Generally, when a consumer loan becomes 90 days past due, we institute collection proceedings and attempt to repossess any personal property that secures the loan. Management informs the board of directors monthly of the amount of loans delinquent more than 90 days, all loans in foreclosure and repossessed property that we own.

Analysis of Nonperforming and Classified Assets. We consider repossessed assets and loans that are 90 days or more past due to be nonperforming assets. Loans are generally placed on nonaccrual status when they become 90 days delinquent at which time the accrual of interest ceases and the allowance for any uncollectible accrued interest is established and charged against operations. Typically, payments received on a nonaccrual loan are applied to the outstanding principal and interest as determined at the time of collection of the loan.

Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until it is sold. When property is acquired it is recorded at the lower of its cost, which is the unpaid balance of the loan plus foreclosure costs, or fair market value at the date of foreclosure. Holding costs and declines in fair value after acquisition of the property result in charges against income.

Table 17: Non-performing Assets

	September 30,			March 31
(Dollars in thousands)	2006			2006			2005
Nonaccrual loans:
Residential real estate	$	891		$	804		$	289
Commercial real estate		—			—			—
Commercial		—			—			—
Consumer		—			1			—
Total		891			805			289
Total nonperforming assets	$	891		$	805		$	289
Total nonperforming loans to total loans		1.19	%		1.20	%		0.48	%
Total nonperforming loans to total assets		1.08			1.05			0.43
Total nonperforming assets and troubled debt restructurings to total assets		1.08			1.05			0.43

We did not have any real estate owned, troubled debt restructurings, or any accruing loans past due 90 days or more at the dates presented above. Interest income that would have been recorded for the six months ended September 30, 2006 and year ended March 31, 2006, had nonaccruing loans been current according to their original terms amounted to $29,000 and $56,000, respectively. Income related to nonaccrual loans included in interest income for the six months ended September 30, 2006 and year ended March 31, 2006 was $35,000 and $57,000, respectively.

Federal regulations require us to review and classify our assets on a regular basis. In addition, the Office of Thrift Supervision has the authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. “Substandard assets” must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets which do not currently expose us to a sufficient

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degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving our close attention. When we classify an asset as substandard or doubtful we establish a specific allowance for loan losses. If we classify an asset as loss, we charge off an amount equal to 100% of the portion of the asset classified loss.

Table 18: Classified Assets

	At September 30,		At March 31,
(Dollars in thousands)	2006		2006		2005
Substandard assets	$	891	$	805	$	289
Total classified assets	$	891	$	805	$	289

We did not have any assets classified as “special mention,” “doubtful” or “loss” at the dates presented above. Other than disclosed in the above tables, there are no other loans that management has serious doubts about the ability of the borrowers to comply with the present loan repayment terms and would result in disclosure as nonaccrual, 90 days past due, restructured or impaired.

Table 19: Selected Loan Delinquencies

	September 30,				March 31,
	2006				2006				2005
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		30-59 Days Past Due		60-89 Days Past Due		30-59 Days Past Due		60-89 Days Past Due
One- to four- family	$	630	$	269	$	294	$	505	$	267	$	625
Multi-family		—		—		—		—		—		—
Commercial real estate		—		—		—		—		—		—
Land		—		—		—		—		—		—
Consumer		77		13		84		—		—		15
Total	$	707	$	282	$	378	$	505	$	267	$	640

Analysis and Determination of the Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a monthly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings.

Our methodology for assessing the appropriateness of the allowance for loan losses consists of: (1) a general valuation allowance on identified problem loans; (2) a general valuation allowance on the remainder of the loan portfolio and (3) a specific valuation allowance on loans classified as “loss.” Although we determine the amount of each element of the allowance separately, the entire allowance for loan losses is available to absorb losses in the loan portfolio.

We establish a general allowance on identified problem loans, including all classified loans, based on such factors as: (1) the strength of the customer’s personal or business cash flows and personal guarantees; (2) the availability of other sources of repayment; (3) the amount due or past due; (4) the type and value of collateral; (5) the strength of our collateral position; (6) the estimated cost to sell the collateral; and (7) the borrower’s effort to cure the delinquency.

We establish another general allowance for loans that are not classified to recognize the inherent probable losses associated with lending activities. This general valuation allowance is determined by segregating the loans by loan category and assigning allowance percentages to each category. The allowance percentages have been derived using percentages commonly applied under the regulatory framework for Tempo Bank and other similarly-sized institutions. The percentages may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date. These significant factors may include changes in lending policies and procedures, changes in existing general economic and business conditions affecting our primary lending areas, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, recent loss experience in particular segments of the portfolio, duration of the current business cycle and bank regulatory examination results. The applied loss factors are reevaluated periodically to ensure their relevance in the current economic environment.

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We identify loans that may need to be charged off as a loss by reviewing all delinquent loans, classified loans and other loans that management may have concerns about collectibility. For individually reviewed loans, the borrower’s inability to make payments under the terms of the loan or a shortfall in collateral value would result in our charging off the loan or the portion of the loan that was impaired.

The Office of Thrift Supervision, as an integral part of its examination process, periodically reviews our allowance for loan losses. The Office of Thrift Supervision may require us to make additional provisions for loan losses based on judgments different from ours.

At September 30, 2006, our allowance for loan losses represented 0.17% of total gross loans. No portion of the allowance was allocated to problem loans at September 30, 2006. The allowance for loan losses remained constant from March 31, 2006 to September 30, 2006, following net recoveries of $4,000 of loan losses which were credited to earnings. The decision to maintain the allowance at a constant level reflected the stability of the factors affecting the allowance calculation during this period offset by an increase in the loan portfolio and an increase in classified assets and other delinquencies.

At March 31, 2006, our allowance for loan losses represented 0.19% of total gross loans. The allowance for loan losses remained constant from March 31, 2005 to March 31, 2006, following the provision for loan losses of $17,000 and net charge-offs of $17,000. The decision to maintain the allowance at a constant level reflected the stability of the factors affecting the allowance calculation during this period, offset by an increase in the loan portfolio and an increase in the classified assets.

The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated.

Table 20: Allocation of Allowance of Loan Losses

	September 30,				March 31,
	2006				2006				2005
(Dollars in thousands)	Amount		% of Loans in Category to Total Loans		Amount		% of Loans in Category to Total Loans		Amount		% of Loans in Category to Total Loans
One- to four- family	$	101	88.45	%	$	94	89.52	%	$	100	88.46	%
Multi-family		—	1.50			—	1.50			—	1.75
Commercial real estate		10	1.95			10	0.80			10	1.57
Land		—	1.92			—	1.38			—	1.21
Consumer		10	6.18			17	6.80			10	7.01
Unallocated		9	—			9				10	—
Total allowance for loan losses	$	130	100.00	%	$	130	100.00	%	$	130	100.00	%

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while we believe we have established our allowance for loan losses in conformity with U.S. generally accepted accounting principles, there can be no assurance that regulators, in reviewing our loan portfolio, will not require us to increase our allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

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Table 21: Analysis of Loan Loss Experience

	Six Months Ended September 30,						Year Ended March 31,
(Dollars in thousands)	2006			2005			2006			2005
Allowance at beginning of period	$	130		$	130		$	130		$	130
Provision (recovery of) for loan losses		(4	)		—			17			2
Charge offs:
One-to four- family real estate loans		—			—			—			—
Multi-family real estate loans		—			—			—			—
Commercial real estate loans		—			—			—			—
Land loans		—			—			—			—
Consumer loans		(11	)		—			(17	)		(2	)
Total charge-offs		(11	)		—			(17	)		(2	)
Recoveries:
One-to four- family real estate loans		—			—			—			—
Multi-family real estate loans		—			—			—			—
Commercial real estate loans		—			—			—			—
Land loans		—			—			—			—
Consumer loans		15			—			—			—
Total recoveries		15			—			—			—
Net recovery (charge-offs)		4			—			(17	)		(2	)
Allowance at end of period	$	130		$	130		$	130		$	130
Allowance to nonperforming loans		14.59	%		27.25	%		16.15	%		45.03	%
Allowance to total loans outstanding at the end of the period		0.17			0.20			0.19			0.22
Net charge-offs (recoveries) to average loans outstanding during the period		(0.01	)		—			0.03			0.00

Interest Rate Risk Management. Our earnings and the market value of our assets and liabilities are subject to fluctuations caused by changes in the level of interest rates. We manage the interest rate sensitivity of our interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp increases in interest rates may adversely affect our earnings while decreases in interest rates may beneficially affect our earnings. To reduce the potential volatility of our earnings, we have sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. Our strategy for managing interest rate risk emphasizes: originating balloon loans or loans with adjustable interest rates; and promoting core deposit products.

We have an Asset/Liability Management Committee to coordinate all aspects involving asset/liability management. The committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

We use an interest rate sensitivity analysis that we prepare to review our level of interest rate risk. This analysis measures interest rate risk by computing changes in net portfolio value of our cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. Net portfolio value represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 100 to 300 basis point increase or 100 to 200 basis point decrease in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. We measure interest rate risk by modeling the changes in net portfolio value over a variety of interest rate scenarios. The following table presents the change in our net portfolio value at

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September 30, 2006 that would occur in the event of an immediate change in interest rates based on our assumptions, with no effect given to any steps that we might take to counteract that change.

Table 22: NPV Analysis

	Net Portfolio Value (Dollars in thousands)							Net Portfolio Value as % of Portfolio Value of Assets
Basis Point (“bp”) Change in Rates	Estimated $ Amount		$ Change			% Change		NPV Ratio	Change
300	$	3,542	$	(4,891	)	(58.00	)%	4.66	(551	) bp
200		5,384		(3,049	)	(36.16	)	6.85	(332	)
100		7,052		(1,381	)	(16.38	)	8.72	(145	)
0		8,433		—		—		10.17	—
(100)		9,147		714		8.47		10.84	67
(200)		8,898		465		5.51		10.47	30

We use certain assumptions in assessing our interest rate risk. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates, and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table.

Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities of and payments on investment securities and borrowings from the Federal Home Loan Bank of Chicago. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management policy.

Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At September 30, 2006, cash and cash equivalents totaled $4.4 million. In addition, at September 30, 2006, we had the ability to borrow up to a total of $28.8 million from the Federal Home Loan Bank of Chicago. On September 30, 2006, we had $15.0 million of advances outstanding.

A significant use of our liquidity is the funding of loan originations. At September 30, 2006, we had $220,000 in loan commitments outstanding, which consisted of a single one- to four-family residential real estate loan commitment. Historically, many of the commitments expire without being fully drawn; therefore, the total commitment amounts do not necessarily represent future cash requirements. Another significant use of our liquidity is the funding of deposit withdrawals. Certificates of deposit due within one year of September 30, 2006 totaled $36.9 million, or 83.47% of certificates of deposit. The large percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods in the recent low interest rate environment. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before September 30, 2007. We believe, however, based on past experience, that a significant portion of our

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certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

Our primary investing activity is the origination of loans. Our primary financing activities consist of activity in deposit accounts and Federal Home Loan Bank advances. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive. Occasionally, we offer promotional rates on certain deposit products to attract deposits.

Capital Management. We are subject to various regulatory capital requirements administered by the Office of Thrift Supervision, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At September 30, 2006, we exceeded all of our regulatory capital requirements. We are considered “well capitalized” under regulatory guidelines. See “Regulation and Supervision—Regulation of Federal Savings Associations—Capital Requirements,” “Regulatory Capital Compliance” and note 10 of the notes to the financial statements.

This offering is expected to increase our equity by $3.6 million to $9.6 million at the maximum of the offering range. See “Capitalization.” Following completion of this offering, we also will manage our capital for maximum stockholder benefit. The capital from the offering will significantly increase our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of lending activities. Our financial condition and results of operations will be enhanced by the capital from the offering, resulting in increased net interest-earning assets and net earnings. However, the large increase in equity resulting from the capital raised in the offering will, initially, have an adverse impact on our return on equity. Following the offering, we may use capital management tools such as cash dividends and common share repurchases. However, under Office of Thrift Supervision regulations, we will not be allowed to repurchase any shares during the first year following the offering, except: (1) in extraordinary circumstances, we may make open market repurchases of up to 5% of our outstanding stock if we receive the prior non-objection of the OTS of such repurchases; (2) repurchases of qualifying shares of a director or if we conduct an OTS-approved offer to repurchase made to all shareholders; (3) if we repurchase to fund a restricted stock award plan that has been approved by shareholders; or (4) if we repurchase stock to fund a tax-qualified employee stock benefit plan. All repurchases are prohibited, however, if the repurchase would reduce Tempo Bank’s regulatory capital below regulatory required levels.

Off-Balance Sheet Arrangements. In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit. For information about our loan commitments and unused lines of credit, see note 11 of the notes to the financial statements.

For the six months ended September 30, 2006 and the year ended March 31, 2006, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Impact of Recent Accounting Pronouncements

For a discussion of the impact of recent accounting pronouncements, see note 1 of the notes to the financial statements included in this prospectus.

Effect of Inflation and Changing Prices

The financial statements and related financial data presented in this prospectus have been prepared in accordance with U.S. generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased

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operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Our Management

Board of Directors

The initial board of directors of Sugar Creek MHC and Sugar Creek Financial will consist of the directors of Tempo Bank who adopted the plan of reorganization and stock issuance and who continue to be directors of Tempo Bank at the time of the reorganization. The board of directors of Sugar Creek Financial and Sugar Creek MHC will be elected to terms of three years, one-third of whom will be elected annually.

The board of directors of Tempo Bank is presently composed of six persons who are elected for terms of three years, approximately one-third of whom are elected annually. All of our directors are independent under the current listing standards of the Nasdaq Stock Market, except for Robert J. Stroh, Jr. our Chief Executive Officer and Chief Financial Officer, and Francis J. Eversman, our President and Chief Operating Officer. Information regarding the directors is provided below. Unless otherwise stated, each person has held his or her current occupation for the last five years. Ages presented are as of September 30, 2006.

The following directors have terms ending in 2007:

Robert J. Stroh, Jr. has been the Chairman of the Board, Chief Executive Officer and Chief Financial Officer of Tempo Bank since 1992. Previously, Mr. Stroh served as President and Treasurer since 1980. Age 59. Director of Tempo Bank since 1976.

Francis J. Eversman has been the President and Chief Operating Officer of Tempo Bank since 1993. Previously, Mr. Eversman served as Vice President and Corporate Secretary since 1980. Age 56. Director of Tempo Bank since 1980.

The following directors have terms ending in 2008:

Timothy P. Fleming is an attorney and shareholder in the law firm Fleming & Fleming, LTD and also serves as the firm’s president. Fleming & Fleming has provided general legal advice to Tempo Bank since 1996. Age 59. Director of Tempo Bank since 1996.

Daniel S. Reilly retired as a partner in the accounting firm of KPMG LLP in 1998. Age 65. Director of Tempo Bank since October 2006.

The following directors have terms ending in 2009:

Gary R. Schwend is the owner and president of Trenton Processing Center, a meat processor. Age 51. Director of Tempo Bank since 2000.

Timothy W. Deien is the dealer principal of Deien Chevrolet, an automobile dealership. Age 40. Director of Tempo Bank since December 2003.

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Executive Officers

The executive officers of Sugar Creek MHC and Sugar Creek Financial will be, and the executive officers of Tempo Bank are, elected annually by the board of directors and serve at the board’s discretion. The executive officers of Tempo Bank are, and the executive officers of Sugar Creek MHC and Sugar Creek Financial will be:

Name	Position
Robert J. Stroh, Jr.	Chairman of the Board, Chief Executive Officer and Chief Financial Officer
Francis J. Eversman	President and Chief Operating Officer
Phyllis J. Brown	Vice President and Corporate Secretary

Below is information regarding our executive officer who is not also a director. Ms. Brown’s age set forth below as of September 30, 2006.

Phyllis J. Brown has served as Vice President and Corporate Secretary of Tempo Bank since 1993. Age 62.

Meetings and Committees of the Board of Directors

We conduct business through meetings of our board of directors and its committees. During the year ended March 31, 2006 the boards of directors of Tempo Bank met 12 times.

In connection with the formation of Sugar Creek Financial, the board of directors will establish an Audit Committee prior to the closing of the offering.

The Audit Committee will consist of Daniel S. Reilly (Chairperson), Timothy W. Deien and Gary R. Schwend. The Audit Committee will be responsible for providing oversight relating to our financial statements and financial reporting process, systems of internal accounting and financial controls, internal audit function, annual independent audit and the compliance and ethics programs established by management and the board. Each member of the Audit Committee is independent in accordance with the listing standards of the Nasdaq Stock Market. The board of directors of Sugar Creek Financial will designate Daniel S. Reilly as an audit committee financial expert under the rules of the Securities and Exchange Commission.

Sugar Creek Financial’s Audit Committee will operate under a written charter, which will govern its composition, responsibilities and operations.

Directors’ Compensation

Fees. The following tables set forth the applicable retainers and fees that will be paid to non-employee directors for their service on the boards of directors of Sugar Creek Financial and Tempo Bank. Employee directors are also eligible to receive fees for appraisal reviews and loan approvals. Directors will not receive any fees for their service on the board of directors of Sugar Creek MHC.

Board of Directors of Tempo Bank:
Board Meeting Fee	$	375
Additional Board Fee for Annual Organization Meeting	$	375
Board Meeting Reconvene Fee	$	100
Committee Fees for each Appraisal Review	$	10
Committee Fees for each Loan Approval Review:
Chairman	$	10
Other Loan Committee Members	$	5

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Board of Directors of Sugar Creek Financial:
Annual Retainer	$	1,000
Audit Committee Chairman Annual Retainer	$	1,000

The following table sets forth the total cash paid to our non-employee directors for their service on our Board of Directors during the year ended March 31, 2006.

Director	Cash Compensation
Timothy W. Deien	$	5,325
Timothy P. Fleming		4,825
Daniel S. Reilly (1).		—
Gary R. Schwend		5,825

(1) Tempo Bank appointed Mr. Reilly as a director in October 2006.

Executive Compensation

Summary Compensation Table. The following information is provided for our executive officers who received salary and bonus totaling $100,000 or more for the fiscal year ended March 31, 2006. Compensation information for fiscal 2005 and 2004 has been omitted as Tempo Bank was neither a public company nor a subsidiary of a public company at that time.

		Annual Compensation (1)
Name and Position	Year	Salary (2)		Bonus		All Other Compensation (3)
Robert J. Stroh, Jr. Chief Executive Officer and Chief Financial Officer	2006	$	112,314	$	12,377	$	5,230
Francis J. Eversman President and Chief Operating Officer	2006	$	91,968	$	10,444	$	4,338

(1) Does not include the aggregate amount of perquisites or other personal benefits, which did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported.

(2) Includes loan approval and appraisal review fees of $390 for each of Mr. Stroh and Mr. Eversman.

(3) Consists of matching contributions under Tempo Bank’s 401(k) Plan of $4,972 and $4,080 and employer paid life insurance premiums of $258 and $258 for Mr. Stroh and Mr. Eversman, respectively.

Agreements

Proposed Employment Agreements. Upon completion of the offering, Tempo Bank and Sugar Creek Financial will each enter into employment agreements with Robert J. Stroh, Jr. and Francis J. Eversman (referred to below as the “executive” or “executives”). Our continued success depends to a significant degree on their skills and competence, and the employment agreements are intended to ensure that we maintain a stable management base following the reorganization. Under the agreements, which have essentially identical provisions, Sugar Creek Financial will make any payments not made by Tempo Bank under its agreements with executives, but the executives will not receive any duplicative payments.

The employment agreements each will provide for three-year terms, subject to annual renewal by the board of directors for an additional year beyond the then-current expiration date. The initial base salaries under the employment agreements will be $115,000 for Mr. Stroh and $95,000 for Mr. Eversman. The agreements also will provide for the executives’ participation in employee benefit plans and programs maintained for the benefit of senior management personnel, including discretionary bonuses, participation in stock-based benefit plans, and certain fringe benefits as described in the agreements.

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Upon termination of employment for cause, as defined in the agreement, the executive will receive no further compensation or benefits under the agreement. If we terminate the executive for reasons other than cause, or if the executive resigns after the occurrence of specified circumstances that constitute constructive termination, the executive, or, upon his death, his beneficiary, will receive an amount equal to his base salary for the remaining term of the agreement. We will also continue to pay the costs of the executives’ life, health and dental coverage for the remaining term of the agreement.

Under the employment agreements, if the executive is involuntarily terminated, or terminates voluntarily under certain circumstances specified in the agreement, within one year of a change in control, he will receive a severance payment equal to three times his average taxable compensation (as reported on Form W-2) for the five preceding years, or his period of employment, if less than five years. We will also continue to pay the executives’ life, health and dental insurance premiums for 36 months following termination in connection with a change in control. If the executives had been terminated in connection with a change of control on September 30, 2006, Mr. Stroh would have been entitled to a severance payment of $             and Mr. Eversman would have been entitled to a severance payment of $             under the terms of the proposed employment contracts.

The agreements will provide for the reduction of change in control payments to the executives to the extent necessary to ensure that they will not receive “excess parachute payments” under Section 280G of the Internal Revenue Code, and therefore will not be subject to the 20% excise tax imposed on such payments under Section 4999 of the Internal Revenue Code.

We will agree to pay the executives for reasonable costs and attorneys’ fees associated with the successful legal enforcement of our obligations under the employment agreements. The employment agreements also will provide for the indemnification of the executives to the fullest extent legally permissible. Upon termination of employment other than involuntary termination in connection with a change in control, each executive will be required to adhere to a one-year non-competition provision.

Employee Severance Compensation Plan. In connection with the offering, we expect to adopt the Tempo Bank Employee Severance Compensation Plan. The plan will provide severance benefits to eligible employees who terminate employment in connection with a change in control of Tempo Bank or Sugar Creek Financial. Employees will be eligible for severance benefits under the plan if they complete a minimum of one year of service and do not enter into an employment or change in control agreement with Tempo Bank or Sugar Creek Financial. Under the severance plan, if, within 12 months after a change in control, an employee is involuntarily terminated, or terminates voluntarily under specified circumstances, the terminated employee will receive a severance payment equal to two weeks of compensation for each year of service, up to a maximum of six months of base compensation; however, certain officers designated by the Board of Directors will receive a severance benefit equal to twelve months of base compensation. Based solely on compensation levels and years of service at September 30, 2006, and assuming that a change in control occurred on September 30, 2006 and all eligible employees became entitled to severance payments, the aggregate payments due under the severance plan would equal approximately $            .

Benefit Plans

401(k) Plan. Tempo Bank has participated in the Financial Institutions Thrift Plan, a multiple employer tax-qualified defined contribution plan, since 1994. In connection with the reorganization and stock offering, Tempo Bank will adopt the Tempo Bank Employees’ Savings and Profit Sharing Plan and Trust, a single employer tax-qualified defined contribution plan that will offer identical investment funds and terms of participation, but will incorporate an employer stock fund investment option, as discussed below.

Participants become eligible to participate in the plan on the first day of the month following their completion of one year of service. Eligible employees may contribute up to 20% of their compensation to the plan on a pre-tax basis, subject to limitations imposed by the Code. For 2007, the limit is $15,000; provided, however, that participants over age 50 may contribute an additional $5,000 in “catch-up” contributions to the plan. Under the plan, Tempo Bank makes matching contributions of 100% of the amount deferred, up to a maximum of 4% of each participant’s compensation, to the accounts of all participants, and may also make discretionary profit-sharing contributions to the accounts of participants. Participants are always 100% vested in their salary deferrals;

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participants vest in Tempo Bank’s matching and profit-sharing contributions at the rate of 100% upon the completion of three years of service; participants are 0% vested prior to completing three years of service.

Participants may direct the investment of their individual accounts under the plan among a variety of investment funds. In connection with the offering, the plan will add another investment alternative, the Sugar Creek Financial Stock Fund. The new stock fund will enable participants to invest up to 100% of their 401(k) plan funds in Sugar Creek Financial common stock. A participant who elects to purchase common stock in the offering through the plan will receive the same subscription priority, and be subject to the same individual purchase limitations, as if the participant elects to purchase the common stock using other funds. See “The Reorganization and the Stock Offering—Subscription Offering and Subscription Rights” and “Limitations on Purchases of Shares.” An independent trustee will purchase common stock in the offering on behalf of plan participants, to the extent that shares are available. Participants will direct the trustee regarding the voting of shares purchased for their plan accounts.

Employee Stock Ownership Plan. In connection with the reorganization, Tempo Bank intends to adopt an employee stock ownership plan for eligible employees. Eligible employees who are employed by Tempo Bank on the closing date of the offering will participate in the Plan as of the closing date. Thereafter, new employees will participate in the employee stock ownership plan upon the completion of one year of service.

We expect to engage a third party trustee to purchase, on behalf of the employee stock ownership plan, 3.92% of the total number of shares of Sugar Creek Financial common stock issued in the reorganization, including shares issued to Sugar Creek MHC (31,654, 37,240, 42,826, 49,250 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively). However, if Tempo Bank’s tangible capital is not at least 10% at the time of closing, the amount of shares purchased by the employee stock ownership plan will be reduced to 3.43% of the total number of outstanding shares of Sugar Creek Financial, which includes shares sold in the offering and shares issued to Sugar Creek MHC (which equals 27,697, 37,240, 42,826 and 49,249 at the minimum, midpoint maximum and adjusted maximum of the offering range, respectively). We anticipate that the employee stock ownership plan will fund its purchase in the offering through a loan from Sugar Creek Financial. The loan amount will equal 100% of the aggregate purchase price of the common stock, and will be repaid principally through Tempo Bank’s contributions to the employee stock ownership plan and dividends payable on common stock held by the plan over the anticipated 15-year term of the loan. The fixed interest rate for the employee stock ownership plan loan is expected to be the prime rate, as published in The Wall Street Journal on the closing date of the offering. See “Pro Forma Data.”

The trustee will hold the shares purchased by the employee stock ownership plan in a loan suspense account. Shares will be released from the suspense account on a pro rata basis, as the Bank repays the employee stock ownership plan loan. The trustee will allocate the shares released among participants on the basis of each participant’s proportional share of compensation. Participants will fully vest in their employee stock ownership plan benefits upon the completion of three years of service; participants will be 0% vested prior to that time. Vesting credit for prior service will be given to reward long-term employees. Participants also become fully vested automatically upon normal retirement, death or disability, a change in control, or the termination of the plan. Participants will generally receive distributions from the plan upon separation from service. Any unvested shares forfeited upon a participant’s termination of employment will be reallocated among the remaining participants, in accordance with the terms of the plan.

Participants may direct the trustee regarding the voting of common stock credited to their employee stock ownership plan accounts. The trustee will vote all allocated shares held in the plan as directed by participants. The trustee will vote all unallocated shares, as well as allocated shares for which it does not receive instructions, in the same ratio as those shares for which participants provide voting instructions, subject to the fiduciary responsibilities of the trustee.

Under applicable accounting requirements, Tempo Bank will record compensation expense for the leveraged employee stock ownership plan at the fair market value of the shares when committed for release to participant accounts. See “Pro Forma Data.”

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The employee stock ownership plan must meet certain requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended (ERISA). We intend to request a favorable determination letter from the Internal Revenue Service regarding the tax-qualified status of the plan. We expect, but cannot guarantee, the receipt of a favorable determination letter for the plan.

Future Equity Incentive Plan. Following the stock offering, Sugar Creek Financial plans to adopt an equity incentive plan that will provide for grants of stock options and restricted stock. In accordance with applicable regulations, Sugar Creek Financial anticipates that the plan will reserve a number of shares of stock for stock options equal to 4.9% of the total shares issued in the stock offering, including shares issued to Sugar Creek MHC, and reserve a number of shares of restricted stock equal to 1.96% of the total shares issued in the stock offering. Therefore, the number of shares reserved under the plan will range from 55,395 shares, at the minimum of the offering range, to 74,946 shares, at the maximum of the offering range. If Tempo Bank’s tangible capital is not at least 10% at the time it intends to present the equity incentive plan to stockholders for their approval, the amount of shares reserved for restricted stock eligible for award will be reduced to 1.47% of the total number of outstanding shares of Sugar Creek Financial, which includes shares sold in the offering and shares issued to Sugar Creek MHC (which equals 11,870 and 16,059 at the minimum and maximum of the offering range, respectively).

Sugar Creek Financial may fund the equity incentive plan through the purchase of common stock in the open market by a trust established in connection with the plan or from authorized, but unissued, shares of Sugar Creek Financial common stock. The acquisition of additional authorized, but unissued, shares by the equity incentive plan after the offering would dilute the interests of existing stockholders. See “Pro Forma Data.”

Sugar Creek Financial will grant all stock options at an exercise price equal to 100% of the fair market value of the stock on the date of grant. Sugar Creek Financial will grant restricted stock awards at no cost to recipients. Restricted stock awards and stock options generally will vest ratably over a five-year period (or as otherwise permitted by the Office of Thrift Supervision), but Sugar Creek Financial may also make vesting contingent upon the satisfaction of performance goals established by the board of directors or the committee charged with administering the plan. All outstanding awards will accelerate and become fully vested upon a change in control of Sugar Creek Financial.

The equity incentive plan will comply with all applicable Office of Thrift Supervision regulations. We will submit the equity incentive plan to stockholders for their approval, at which time we will provide stockholders with detailed information about the plan. Under current Office of Thrift Supervision regulations, the plan must be approved by a majority of the total votes eligible to be cast by our stockholders, other than Sugar Creek MHC. The Office of Thrift Supervision has proposed changes to its regulations regarding equity incentive plans that would eliminate the requirement to obtain the separate vote of minority stockholders for equity incentive plans that are implemented more than one year after completion of a minority stock offering. In the event that the proposed Office of Thrift Supervision regulations are adopted in final form, Sugar Creek MHC, as the holder of a majority of the shares of Sugar Creek Financial, would control the outcome of any vote to approve an equity incentive plan that occurs more than one year after the completion of this offering.

Transactions with Tempo Bank

Loans and Extensions of Credit. The aggregate amount of loans by Tempo Bank to its executive officers and directors, and members of their immediate families, was $1.2 million at September 30, 2006. As of that date, these loans were performing according to their original terms. The outstanding loans made to our directors and executive officers, and members of their immediate families, were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Tempo Bank, and did not involve more than the normal risk of collectibility or present other unfavorable features. For information about restrictions on our ability to make loans to insiders, see “Regulation and Supervision—Regulation of Federal Savings Associations—Transactions with Related Parties.”

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Indemnification for Directors and Officers

Sugar Creek Financial’s bylaws provide that Sugar Creek Financial shall indemnify all officers, directors and employees of Sugar Creek Financial to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of Sugar Creek Financial. Such indemnification may include the advancement of funds to pay for or reimburse reasonable expenses incurred by an indemnified party to the fullest extent permitted under federal law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Sugar Creek Financial pursuant to its bylaws or otherwise, Sugar Creek Financial has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Subscriptions by Executive Officers and Directors

The following table presents certain information as to the approximate purchases of common stock by our directors and executive officers, including their associates, if any, as defined by applicable regulations. No individual has entered into a binding agreement to purchase these shares and, therefore, actual purchases could be more or less than indicated. Directors and executive officers and their associates may not purchase more than 34% of the shares sold in the offering. Like all of our depositors, our directors and officers have subscription rights based on their deposits. For purposes of the following table, sufficient shares are assumed to be available to satisfy subscriptions in all categories. All directors and officers as a group would own 4.5% of our outstanding shares at the minimum of the offering range and 3.4% of our outstanding shares at the maximum of the offering range.

	Proposed Purchases of Stock in the Offering
Name	Number of Shares	Dollar Amount
Directors:
Timothy W. Deien.	100	$	1,000
Francis J. Eversman.	10,000		100,000
Timothy P. Fleming	10,000		100,000
Daniel S. Reilly	1,000		10,000
Gary R. Schwend	2,500		25,000
Robert J. Stroh, Jr.	10,000		100,000
Executive Officers Who Are Not Directors:
Phyllis J. Brown	3,000		30,000
All directors and executive officers as a group (7 persons)	36,600	$	366,000

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Regulation and Supervision

General

Tempo Bank is subject to extensive regulation, examination and supervision by the Office of Thrift Supervision, as its primary federal regulator, and the Federal Deposit Insurance Corporation, as its deposits insurer. Tempo Bank is a member of the Federal Home Loan Bank System and its deposit accounts are insured up to applicable limits by the Deposit Insurance Fund managed by the Federal Deposit Insurance Corporation. Tempo Bank must file reports with the Office of Thrift Supervision and the Federal Deposit Insurance Corporation concerning its activities and financial condition in addition to obtaining regulatory approvals before entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic examinations by the Office of Thrift Supervision and, under certain circumstances, the Federal Deposit Insurance Corporation to evaluate Tempo Bank’s safety and soundness and compliance with various regulatory requirements. This regulatory structure is intended primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such policies, whether by the Office of Thrift Supervision, the Federal Deposit Insurance Corporation or Congress, could have a material adverse impact on Sugar Creek Financial, Sugar Creek MHC and Tempo Bank and their operations. Sugar Creek Financial and Sugar Creek MHC, as savings and loan holding companies, will be required to file certain reports with, will be subject to examination by, and otherwise must comply with the rules and regulations of the Office of Thrift Supervision. Sugar Creek Financial will also be subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Certain of the regulatory requirements that are or will be applicable to Tempo Bank, Sugar Creek Financial and Sugar Creek MHC are described below. This description of statutes and regulations is not intended to be a complete explanation of such statutes and regulations and their effects on Tempo Bank, Sugar Creek Financial and Sugar Creek MHC and is qualified in its entirety by reference to the actual statutes and regulations.

Regulation of Federal Savings Associations

Capital Requirements. The Office of Thrift Supervision’s capital regulations require federal savings institution to meet three minimum capital standards: a 1.5% tangible capital to total assets ratio, a 4% leverage ratio (3% for institutions receiving the highest rating on the CAMELS examination rating system) and an 8% risk-based capital ratio. In addition, the prompt corrective action standards discussed below also establish, in effect, a minimum 2% tangible capital standard, a 4% leverage ratio (3% for institutions receiving the highest rating on the CAMELS system) and, together with the risk-based capital standard itself, a 4% Tier 1 risk-based capital standard. The Office of Thrift Supervision regulations also require that, in meeting the tangible, leverage and risk-based capital standards, institutions must generally deduct investments in and loans to subsidiaries engaged in activities as principal that are not permissible for a national bank.

The risk-based capital standard requires federal savings institutions to maintain Tier 1 (core) and total capital (which is defined as core capital and supplementary capital) to risk-weighted assets of at least 4% and 8%, respectively. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, recourse obligations, residual interests and direct credit substitutes, are multiplied by a risk-weight factor of 0% to 100%, assigned by the Office of Thrift Supervision capital regulation based on the risks believed inherent in the type of asset. Core (Tier 1) capital is defined as common stockholders’ equity (including retained earnings), certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships. The components of supplementary capital currently include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock, the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and up to 45% of unrealized gains on available-for-sale equity securities with readily determinable fair market values. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core capital.

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The Office of Thrift Supervision also has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is or may become inadequate in light of the particular circumstances. At September 30, 2006, Tempo Bank met each of these capital requirements.

Prompt Corrective Regulatory Action. The Office of Thrift Supervision is required to take certain supervisory actions against undercapitalized institutions, the severity of which depends upon the institution’s degree of undercapitalization. Generally, a savings institution that has a ratio of total capital to risk weighted assets of less than 8%, a ratio of Tier 1 (core) capital to risk-weighted assets of less than 4% or a ratio of core capital to total assets of less than 4% (3% or less for institutions with the highest examination rating) is considered to be “undercapitalized.” A savings institution that has a total risk-based capital ratio less than 6%, a Tier 1 capital ratio of less than 3% or a leverage ratio that is less than 3% is considered to be “significantly undercapitalized” and a savings institution that has a tangible capital to assets ratio equal to or less than 2% is deemed to be “critically undercapitalized.” Subject to a narrow exception, the Office of Thrift Supervision is required to appoint a receiver or conservator within specified time frames for an institution that is “critically undercapitalized.” An institution must file a capital restoration plan with the Office of Thrift Supervision within 45 days of the date it receives notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Compliance with the plan must be guaranteed by any parent holding company. In addition, numerous mandatory supervisory actions become immediately applicable to an undercapitalized institution, including, but not limited to, increased monitoring by regulators and restrictions on growth, capital distributions and expansion. “Significantly undercapitalized” and “critically undercapitalized” institutions are subject to more extensive mandatory regulatory actions. The Office of Thrift Supervision could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior executive officers and directors.

Standards for Safety and Soundness. As required by statute, the federal banking agencies have adopted Interagency Guidelines prescribing Standards for Safety and Soundness. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the Office of Thrift Supervision determines that a savings institution fails to meet any standard prescribed by the guidelines, the Office of Thrift Supervision may require the institution to submit an acceptable plan to achieve compliance with the standard. Tempo Bank has not received any notice from the Office of Thrift Supervision that it has failed to meet any standard prescribed by the guidelines.

Limitation on Capital Distributions. Office of Thrift Supervision regulations impose limitations upon all capital distributions by a savings institution, including cash dividends, payments to repurchase its shares and payments to shareholders of another institution in a cash-out merger. Under the regulations, an application to and the prior approval of the Office of Thrift Supervision is required before any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under Office of Thrift Supervision regulations (i.e., generally, examination and Community Reinvestment Act ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the Office of Thrift Supervision. If an application is not required, the institution must still provide prior notice to the Office of Thrift Supervision of the capital distribution if, like Tempo Bank, it is a subsidiary of a holding company. If Tempo Bank’s capital were ever to fall below its regulatory requirements or the Office of Thrift Supervision notified it that it was in need of increased supervision, its ability to make capital distributions could be restricted. In addition, the Office of Thrift Supervision could prohibit a proposed capital distribution that would otherwise be permitted by the regulation, if the agency determines that such distribution would constitute an unsafe or unsound practice.

Qualified Thrift Lender Test. Federal law requires savings institutions to meet a qualified thrift lender test. Under the test, a savings association is required to either qualify as a “domestic building and loan association” under the Internal Revenue Code or maintain at least 65% of its “portfolio assets” (total assets less: (i) specified liquid assets up to 20% of total assets; (ii) intangibles, including goodwill; and (iii) the value of property used to conduct business) in certain “qualified thrift investments” (primarily residential mortgages and related investments, including certain mortgage-backed securities) in at least 9 months out of each 12 month period. Education loans, credit card loans and small business loans may be considered “qualified thrift investments.” A savings institution that fails the qualified thrift lender test is subject to certain operating restrictions and may be required to convert to a

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bank charter. As of September 30, 2006, Tempo Bank maintained 99.15% of its portfolio assets in qualified thrift investments and, therefore, met the qualified thrift lender test.

Transactions with Related Parties. Federal law limits Tempo Bank’s authority to lend to, and engage in certain other transactions with (collectively, “covered transactions”), “affiliates” (e.g., any company that controls or is under common control with an institution, including Sugar Creek Financial, Sugar Creek MHC and their non-savings institution subsidiaries). The aggregate amount of covered transactions with any individual affiliate is limited to 10% of the capital and surplus of the savings institution. The aggregate amount of covered transactions with all affiliates is limited to 20% of the savings institution’s capital and surplus. Loans and other specified transactions with affiliates are required to be secured by collateral in an amount and of a type described in federal law. The purchase of low quality assets from affiliates is generally prohibited. Transactions with affiliates must be on terms and under circumstances that are at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated companies. In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies and no savings institution may purchase the securities of any affiliate other than a subsidiary.

The Sarbanes-Oxley Act generally prohibits loans by Sugar Creek Financial to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by Tempo Bank to its executive officers and directors in compliance with federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. Tempo Bank is therefore prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit Tempo Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other employees and does not give preference to any executive officer or director over any other employee.

In addition, loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to the person and his or her related interests, are in excess of the greater of $25,000 or 5% of Tempo Bank’s capital and surplus, up to a maximum of $500,000, must be approved in advance by a majority of the disinterested members of the board of directors. See “Our Management—Transactions with Tempo Bank.”

Insurance of Deposit Accounts. Deposits of Tempo Bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation. The FDIC determines insurance premiums based on a number of factors, primarily the risk of loss that insured institutions pose to the Deposit Insurance Fund. Recent legislation eliminated the minimum 1.25% reserve ratio for the insurance funds, the mandatory assessments when the ratio fall below 1.25% and the prohibition on assessing the highest quality banks when the ratio is above 1.25%. The FDIC has the ability to adjust the new insurance fund’s reserve ratio between 1.15% and 1.5%, depending on projected losses, economic changes and assessment rates at the end of a calendar year. The FDIC has adopted regulations that set assessment rates that took effect at the beginning of 2007. The new assessment rates for most banks vary between five cents and seven cents for every $100 of deposits. A change in insurance premiums could have an adverse effect on the operating expenses and results of operations of Tempo Bank. We cannot predict what insurance assessment rates will be in the future. Assessment credits have been provided to institutions that paid high premiums in the past. As a result, Tempo Bank will have credits that offset all of its premiums in 2007.

Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation upon a finding that the institution 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 Federal Deposit Insurance Corporation or the Office of Thrift Supervision. We do not know of any practice, condition or violation that might lead to termination of deposit insurance.

In addition to the assessment for deposit insurance, institutions are required to make payments on bonds issued in the late 1980s by the Financing Corporation to recapitalize a predecessor deposit insurance fund.

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Federal Home Loan Bank System. Tempo Bank is a member of the Federal Home Loan Bank System, which consists of (12) regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Tempo Bank, as a member of the Federal Home Loan Bank of Chicago, is required to acquire and hold shares of capital stock in that Federal Home Loan Bank. Tempo Bank was in compliance with this requirement with an investment in Federal Home Loan Bank stock at September 30, 2006 of $2.0 million.

The Federal Home Loan Banks are required to provide funds for the resolution of insolvent thrifts in the late 1980s and to contribute funds for affordable housing programs. These requirements could reduce the amount of dividends that the Federal Home Loan Banks pay to their members and could also result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their members. If dividends were reduced, or interest on future Federal Home Loan Bank advances increased, our net interest income would likely also be reduced. See “Risk Factors—Federal Home Loan Bank of Chicago practices restrict our ability to liquidate, and limit the amount of dividends paid on, our investment in Federal Home Loan Bank of Chicago stock.”

Community Reinvestment Act. Under the Community Reinvestment Act, as implemented by Office of Thrift Supervision regulations, a savings association 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 Community Reinvestment Act 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, consistent with the Community Reinvestment Act. The Community Reinvestment Act requires the Office of Thrift Supervision, in connection with its examination of a savings association, to assess the 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.

The Community Reinvestment Act requires public disclosure of an institution’s rating and requires the Office of Thrift Supervision to provide a written evaluation of an association’s Community Reinvestment Act performance utilizing a four-tiered descriptive rating system.

Tempo Bank received a “satisfactory” rating as a result of its most recent Community Reinvestment Act assessment.

Other Regulations

Interest and other charges collected or contracted for by Tempo Bank are subject to federal laws concerning interest rates and, as applicable, state usury laws. Tempo Bank’s operations are also subject to federal laws applicable to credit transactions, such as the:

Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

• Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

• Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

• Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies;

• Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and

• rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

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The operations of Tempo Bank also are subject to the:

• Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

• Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services;

• Check Clearing for the 21^st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;

• Title III of The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to as the “USA PATRIOT Act”) and the related regulations of the Office of Thrift Supervision, which require savings associations operating in the United States to develop new anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering; and

• The Gramm-Leach-Bliley Act, which placed limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties.

Holding Company Regulation

General. Sugar Creek Financial and Sugar Creek MHC will be savings and loan holding companies within the meaning of federal law. As such, they will be registered with the Office of Thrift Supervision and will be subject to Office of Thrift Supervision regulations, examinations, supervision, reporting requirements and regulations concerning corporate governance and activities. In addition, the Office of Thrift Supervision will have enforcement authority over Sugar Creek Financial and Sugar Creek MHC and their non-savings institution subsidiaries. Among other things, this authority permits the Office of Thrift Supervision to restrict or prohibit activities that are determined to be a serious risk to Tempo Bank.

Restrictions Applicable to Mutual Holding Companies. According to federal law and Office of Thrift Supervision regulations, a mutual holding company, such as Sugar Creek MHC, may generally engage in the following activities: (1) investing in the stock of a bank; (2) acquiring a mutual association through the merger of such association into a bank subsidiary of such holding company or an interim bank subsidiary of such holding company; (3) merging with or acquiring another holding company, one of whose subsidiaries is a bank; and (4) any activity approved by the Federal Reserve Board for a bank holding company or financial holding company or previously approved by Office of Thrift Supervision for multiple savings and loan holding companies. Recent legislation, which authorized mutual holding companies to engage in activities permitted for financial holding companies, expanded the authorized activities. Financial holding companies may engage in a broad array of financial service activities including insurance and securities.

Federal law prohibits a savings and loan holding company, including a federal mutual holding company, from directly or indirectly, or through one or more subsidiaries, acquiring more than 5% of the voting stock of another savings institution, or its holding company, without prior written approval of the Office of Thrift Supervision. Federal law also prohibits a savings and loan holding company from acquiring more than 5% of a company engaged in activities other than those authorized for savings and loan holding companies by federal law; or acquiring or retaining control of a depository institution that is not insured by the Federal Deposit Insurance Corporation. In evaluating applications by holding companies to acquire savings institutions, the Office of Thrift Supervision must consider the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the insurance funds, the convenience and needs of the community and competitive factors.

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The Office of Thrift Supervision is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, except: (1) the approval of interstate supervisory acquisitions by savings and loan holding companies, and (2) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

If the savings institution subsidiary of a savings and loan holding company fails to meet the qualified thrift lender test, the holding company must register with the Federal Reserve Board as a bank holding company within one year of the savings institution’s failure to so qualify.

Stock Holding Company Subsidiary Regulation. The Office of Thrift Supervision has adopted regulations governing the two-tier mutual holding company form of organization and subsidiary stock holding companies that are controlled by mutual holding companies. We have adopted this form of organization and it will be in place after the proposed offering. Sugar Creek Financial will be the stock holding company subsidiary of Sugar Creek MHC. Sugar Creek Financial will be permitted to engage in activities that are permitted for Sugar Creek MHC subject to the same restrictions and conditions.

Waivers of Dividends by Sugar Creek MHC. Office of Thrift Supervision regulations require Sugar Creek MHC to notify the Office of Thrift Supervision if it proposes to waive receipt of dividends from Sugar Creek Financial. The Office of Thrift Supervision reviews dividend waiver notices on a case-by-case basis, and, in general, does not object to a waiver if: (i) the waiver would not be detrimental to the safe and sound operation of the savings association; and (ii) the mutual holding company’s board of directors determines that such waiver is consistent with such directors’ fiduciary duties to the mutual holding company’s members. The Office of Thrift Supervision has recently included a new condition in its approval of dividend waivers which requires a mutual holding company to certify that the dividends declared (distributed and waived) by the mutual holding company for the last two calendar quarters or since the date of its minority stock issuance, whichever is later, and the current year do not exceed cumulative net income of the stock holding company subsidiary. We anticipate that Sugar Creek MHC will waive dividends that Sugar Creek Financial may pay, if any.

Conversion of Sugar Creek MHC to Stock Form. Office of Thrift Supervision regulations permit Sugar Creek MHC to convert from the mutual form of organization to the capital stock form of organization. There can be no assurance when, if ever, a conversion transaction will occur, and the Board of Directors has no current intention or plan to undertake a conversion transaction. In a conversion transaction a new holding company would be formed as the successor to Sugar Creek Financial, Sugar Creek MHC’s corporate existence would end, and certain depositors of Tempo Bank would receive the right to subscribe for additional shares of the new holding company. In a conversion transaction, each share of common stock held by stockholders other than Sugar Creek MHC would be automatically converted into a number of shares of common stock of the new holding company based on an exchange ratio determined at the time of conversion that ensures that stockholders other than Sugar Creek MHC own the same percentage of common stock in the new holding company as they owned in Sugar Creek Financial immediately before conversion. The total number of shares held by stockholders other than Sugar Creek MHC after a conversion transaction would be increased by any purchases by such stockholders in the stock offering conducted as part of the conversion transaction.

Acquisition of Control. Under the federal Change in Bank Control Act, a notice must be submitted to the Office of Thrift Supervision if any person (including a company), or group acting in concert, seeks to acquire “control” of a savings and loan holding company or savings association. An acquisition of “control” can occur upon the acquisition of 10% or more of the voting stock of a savings and loan holding company or savings institution or as otherwise defined by the Office of Thrift Supervision. Under the Change in Bank Control Act, the Office of Thrift Supervision has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the anti-trust effects of the acquisition. Any company that so acquires control would then be subject to regulation as a savings and loan holding company.

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Federal and State Taxation

Federal Income Taxation

General. We report our income on a fiscal year basis using the accrual method of accounting. The federal income tax laws apply to us in the same manner as to other corporations with some exceptions, including particularly our reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to us. Our federal income tax returns have been either audited or closed under the statute of limitations through tax year 2003. For its 2006 fiscal year, Tempo Bank’s maximum federal income tax rate was 34%.

Sugar Creek Financial and Tempo Bank will enter into a tax allocation agreement. Because Sugar Creek Financial will own 100% of the issued and outstanding capital stock of Tempo Bank, Sugar Creek Financial and Tempo Bank will be members of an affiliated group within the meaning of Section 1504(a) of the Internal Revenue Code, of which group Sugar Creek Financial will be the common parent corporation. As a result of this affiliation, Tempo Bank may be included in the filing of a consolidated federal income tax return with Sugar Creek Financial and, if a decision to file a consolidated tax return is made, the parties agree to compensate each other for their individual share of the consolidated tax liability and/or any tax benefits provided by them in the filing of the consolidated federal income tax return.

Bad Debt Reserves. Prior to 1996, thrift institutions that qualified under certain definitional tests and other conditions of the Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for annual additions to their bad debt reserve. A reserve could be established for bad debts on qualifying real property loans, generally secured by interests in real property improved or to be improved, under the percentage of taxable income method or the experience method. The reserve for nonqualifying loans was computed using the experience method. Federal legislation enacted in 1996 repealed the reserve method of accounting for bad debts and the percentage of taxable income method for tax years beginning after 1995 and require savings institutions to recapture or take into income certain portions of their accumulated bad debt reserves. Approximately $888,000 of our accumulated bad debt reserves would not be recaptured into taxable income unless Tempo Bank makes a “non-dividend distribution” to Sugar Creek Financial as described below.

Distributions. If Tempo Bank makes “non-dividend distributions” to Sugar Creek Financial, the distributions will be considered to have been made from Tempo Bank’s unrecaptured tax bad debt reserves, including the balance of its reserves as of March 31, 1988, to the extent of the “non-dividend distributions,” and then from Tempo Bank’s supplemental reserve for losses on loans, to the extent of those reserves, and an amount based on the amount distributed, but not more than the amount of those reserves, will be included in Tempo Bank’s taxable income. Non-dividend distributions include distributions in excess of Tempo Bank’s current and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock, and distributions in partial or complete liquidation. Dividends paid out of Tempo Bank’s current or accumulated earnings and profits will not be so included in Tempo Bank’s taxable income.

The amount of additional taxable income triggered by a non-dividend is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Therefore, if Tempo Bank makes a non-dividend distribution to Sugar Creek Financial, approximately one and one-half times the amount of the distribution not in excess of the amount of the reserves would be includable in income for federal income tax purposes, assuming a 34% federal corporate income tax rate. Tempo Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.

State Taxation

Illinois Taxation. Tempo Bank is subject to Illinois income tax at the rate of 7.3% on its taxable income, before net operating loss deductions and special deductions for federal income tax purposes. For this purpose, “taxable income” generally means federal taxable income subject to certain adjustments (including addition of interest income on state and municipal obligations).

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The Reorganization and Stock Offering

This stock offering is being conducted pursuant to a plan of reorganization and stock issuance approved by the board of directors of Tempo Bank. The plan of reorganization and stock issuance must be approved by members of Tempo Bank. A special meeting of members has been called for this purpose. The Office of Thrift Supervision also conditionally approved the plan of reorganization and stock issuance; however, such approval does not constitute a recommendation or endorsement of the plan of reorganization and stock issuance by such agency.

General

On October 23, 2006, the board of directors of Tempo Bank unanimously adopted the plan of reorganization and stock issuance by which Tempo Bank will reorganize into a two-tiered mutual holding company. This structure is called a two-tier structure because it will have two levels of holding companies. After the reorganization, Sugar Creek Financial will be the mid-tier stock holding company and Sugar Creek MHC will be the top-tier mutual holding company. Under the terms of the plan of reorganization and stock issuance, Sugar Creek Financial will own all of the stock of Tempo Bank and Sugar Creek MHC will own at least a majority of Sugar Creek Financial.

The plan of reorganization and stock issuance also provides that Sugar Creek Financial will offer up to 49.9% of its common stock to qualifying depositors and borrowers of Tempo Bank in a subscription offering and, if necessary, to members of the general public through a community offering and/or a syndicate of registered broker-dealers. The amount of capital being raised in the offering is based on an appraisal of Tempo Bank. Most of the terms of this offering are required by the regulations of the Office of Thrift Supervision. The Office of Thrift Supervision approved our plan of reorganization and stock issuance, subject to the fulfillment of certain conditions, including, approval of the plan of reorganization and stock issuance by Tempo Bank’s members. The special meeting of Tempo Bank’s members has been called for this purpose on                         , 2007.

The following is a brief summary of the pertinent aspects of the reorganization. A copy of the plan of reorganization and stock issuance is available from Tempo Bank upon request and is available for inspection at the offices of Tempo Bank and at the Office of Thrift Supervision. The plan of reorganization and stock issuance is also filed as an exhibit to the registration statement, of which this prospectus forms a part, that Sugar Creek Financial has filed with the Securities and Exchange Commission. See “Where You Can Find More Information.”

Reasons for the Reorganization and Offering

Our primary reasons for this reorganization and offering are to:

• increase the capital of Tempo Bank

• support future lending and operational growth;

• support future branching activities and/or the acquisition of financial services companies; and

• implement equity compensation plans to retain and attract qualified directors, officers and staff and to enhance our current incentive-based compensation programs.

As part of our business planning process, our board of directors concluded that additional capital was needed in order to increase our profitability and support asset growth and that the best way to accomplish this would be through a reorganization and stock offering. The board of directors considered two options: either (1) a full mutual-to-stock conversion, in which a stock holding company is formed that issues all of its stock to the public, or (2) a mutual holding company reorganization and minority stock issuance, in which a stock holding company is formed that by regulation must issue at least 50.1% of its stock to a newly formed mutual holding company and not more than 49.9% of its stock to the public. The board of directors determined that a minority stock issuance was preferable, because engaging in a full mutual-to-stock conversion would raise more capital than we had current

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plans to deploy. Further, the minority stock issuance permits us to control the amount of capital being raised by selecting the percentage of shares to be sold in the offering. Additionally, the board of directors preferred the mutual holding company structure because it provides for the continued control of Sugar Creek Financial by Sugar Creek MHC through its majority ownership position. We chose to sell 45% of our shares to the public, rather than a smaller portion, because we believe that we are raising the amount of capital we can effectively deploy within a reasonable time period. We chose not to sell more than 45% of our shares to the public so that we would have the flexibility to issue authorized but unissued shares to fund future stock benefit plans without exceeding the regulatory limit on the percentage of shares that can be owned by persons other than Sugar Creek MHC. Finally, as a subsidiary of a mutual holding company with a mid-tier stock holding company, Tempo Bank will have greater flexibility in structuring mergers and acquisitions, including the form of consideration paid in a transaction. The current mutual structure, by its nature, limits any ability to offer any common stock as consideration in a merger or acquisition. The new mutual holding company structure will enhance Tempo Bank’s ability to compete with other bidders when acquisition opportunities arise by better enabling it to offer stock or cash consideration, or a combination of the two.

The offering will afford our directors, officers and employees the opportunity to become stockholders, which we believe to be an effective performance incentive and an effective means of attracting and retaining qualified personnel. The offering also will provide our customers and local community members with an opportunity to acquire our stock.

The disadvantages of the offering considered by the board of directors are the additional expense and effort of operating as a public company, the inability of stockholders other than Sugar Creek MHC to obtain majority ownership of Sugar Creek Financial and Tempo Bank, which may result in the perpetuation of our management and board of directors, and that new forms of corporate ownership and regulatory policies relating to the mutual holding company structure may be adopted from time to time which may have an adverse impact on stockholders other than Sugar Creek MHC.

Following the offering, a majority of our voting stock will still be owned by Sugar Creek MHC, which will be controlled by its board of directors. While this structure will permit management to focus on our long-term business strategy for growth and capital redeployment without undue pressure from stockholders, it will also serve to perpetuate our existing management and directors. Sugar Creek MHC will be able to elect all of the members of Sugar Creek Financial’s board of directors, and will be able to control the outcome of most matters presented to our stockholders for resolution by vote. The matters as to which stockholders other than Sugar Creek MHC will be able to exercise voting control are limited and include any proposal to implement a stock-based incentive plan. No assurance can be given that Sugar Creek MHC will not take action adverse to the interests of other stockholders. For example, Sugar Creek MHC could prevent the sale of control of Sugar Creek Financial or defeat a candidate for the board of directors of Sugar Creek Financial or other proposals put forth by stockholders.

This offering does not preclude the conversion of Sugar Creek MHC from the mutual to stock form of organization in the future. No assurance can be given when, if ever, Sugar Creek MHC will convert to stock form or what conditions the Office of Thrift Supervision or other regulatory agencies may impose on such a transaction. See “Risk Factors” and “Summary– Possible Conversion of Sugar Creek MHC to Stock Form.”

Description of the Plan of Reorganization and Stock Issuance

Following receipt of all required regulatory approvals and approval of the plan of reorganization and stock issuance by Tempo Bank’s members, the reorganization will be effected as follows or in any other manner approved by the Office of Thrift Supervision that is consistent with the purposes of the plan of reorganization and stock issuance and applicable laws and regulations:

• Tempo Bank will organize an interim federal stock savings bank as a wholly owned subsidiary (“Interim One”);

• Interim One will organize Sugar Creek Financial, a federal stock corporation, as a wholly owned subsidiary;

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• Interim One will then organize an interim federal savings bank as a wholly owned subsidiary (“Interim Two”);

• Tempo Bank will exchange its charter for a federal stock savings bank charter and Interim One will exchange its charter for a federal mutual holding company charter to become Sugar Creek MHC;

• Interim Two will merge with and into Tempo Bank with Tempo Bank in stock form surviving as a subsidiary of Sugar Creek MHC;

• former members of Tempo Bank will become members of Sugar Creek MHC;

• Sugar Creek MHC will contribute 100.0% of the issued common stock of Tempo Bank to Sugar Creek Financial; and

• the shares of Sugar Creek Financial common stock issued to Sugar Creek MHC under step (2) will be cancelled and Sugar Creek Financial will issue a majority of its common stock to Sugar Creek MHC.

Concurrently with the reorganization, Sugar Creek Financial will sell up to 45.0% of its common stock representing up to 45.0% of the pro forma market value of Tempo Bank on a fully converted basis. Tempo Bank intends to capitalize Sugar Creek MHC with $50,000 in cash.

As a result of the reorganization, Tempo Bank will be organized in stock form and will be wholly owned by Sugar Creek Financial. The legal existence of Tempo Bank will not terminate as a result of the reorganization. Instead, Tempo Bank in stock form will be a continuation of Tempo Bank in mutual form. All property of Tempo Bank, including its right, title and interest in all property of any kind and nature, interest and asset of every conceivable value or benefit then existing or pertaining to Tempo Bank, or which would inure to Tempo 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 Tempo Bank in stock form. Tempo Bank in stock form 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 Tempo Bank in the mutual form. Tempo Bank in stock form will continue to have, succeed to and be responsible for all the rights, liabilities and obligations of Tempo Bank in the mutual form and will maintain its headquarters and operations at Tempo Bank’s present locations.

Effects of Reorganization on Deposits, Borrowers and Members

Continuity. During the reorganization process, the normal business of Tempo Bank will continue without interruption, including continued regulation by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. After reorganization, Tempo Bank will continue to provide services for depositors and borrowers under current policies by its present management and staff.

The directors of Tempo Bank who adopted the plan of reorganization and stock issuance and who continue to be directors of Tempo Bank at the time of reorganization will serve as directors of Tempo Bank after the reorganization. The board of directors of Sugar Creek Financial and Sugar Creek MHC will be composed solely of the individuals who serve on the board of directors of Tempo Bank. All officers of Tempo Bank at the time of reorganization will retain their positions after the reorganization.

Deposit Accounts and Loans. The reorganization will not affect any deposit accounts or borrower relationships with Tempo Bank. All deposit accounts in Tempo Bank after the reorganization will continue to be insured up to the legal maximum by the Federal Deposit Insurance Corporation in the same manner as such deposit accounts were insured immediately before the reorganization. The reorganization will not change the interest rate or the maturity of deposits at Tempo Bank.

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After the reorganization, each depositor of Tempo Bank will have both a deposit account in Tempo Bank and a pro rata ownership interest in the equity of Sugar Creek MHC based upon the balance in the depositor’s account. This ownership interest is tied to the depositor’s account, has no tangible market value separate from the deposit account and may only be realized in the event of a liquidation of Sugar Creek MHC. Any depositor who opens a deposit account obtains a pro rata ownership interest in the equity of Sugar Creek MHC without any additional payment beyond the amount of the deposit. A depositor who reduces or closes his or her account receives the balance in the account but receives nothing for his or her ownership interest in the equity of Sugar Creek MHC, which is lost to the extent that the balance in the account is reduced. Consequently, depositors of Sugar Creek MHC have no way to realize the value of their ownership interest in Sugar Creek MHC, except in the unlikely event that Sugar Creek MHC is liquidated.

After the reorganization, all loans of Tempo Bank will retain the same status that they had before the reorganization. The amount, interest rate, maturity and security for each loan will remain as they were contractually fixed prior to the reorganization.

Effect on Voting Rights of Members. After the reorganization, Tempo Bank will continue to be supervised by its board of directors. Sugar Creek Financial, as the holder of all of the outstanding common stock of Tempo Bank, will have exclusive voting rights with respect to any matters concerning Tempo Bank requiring stockholder approval, including the election of directors.

After the reorganization, stockholders of Sugar Creek Financial will have exclusive voting rights with respect to any matters concerning Sugar Creek Financial requiring stockholder approval. By virtue of its ownership of a majority of the outstanding shares of common stock of Sugar Creek Financial, Sugar Creek MHC will be able to control the outcome of most matters presented to the stockholders for resolution by vote. However, Sugar Creek MHC will not be able to control the vote for second-step transactions and implementation of equity incentive plans, each of which require, under current Office of Thrift Supervision regulations and policies, approval by the stockholders other than Sugar Creek MHC.

As a federally chartered mutual holding company, Sugar Creek MHC will have no authorized capital stock and, thus, no stockholders. Holders of deposit accounts of Tempo Bank will become members of Sugar Creek MHC. Such persons will be entitled to vote on all questions requiring action by the members of Sugar Creek MHC, including the election of directors of Sugar Creek MHC. In addition, all persons who become depositors of Tempo Bank following the reorganization will have membership rights with respect to Sugar Creek MHC. Borrowers of Tempo Bank who were borrower members of Tempo Bank at the time of the reorganization will become members of Sugar Creek MHC. Borrowers will not receive membership rights in connection with any new borrowings made after the reorganization.

Effect on Liquidation Rights. In the unlikely event of a complete liquidation of Tempo Bank before the completion of the reorganization, each depositor would receive a pro rata share of any assets of Tempo Bank remaining after payment of expenses and satisfaction of claims of all creditors. Each depositor’s pro rata share of such liquidating distribution would be in the same proportion as the value of such depositor’s deposit account was to the total value of all deposit accounts in Tempo Bank at the time of liquidation.

In the unlikely event of a complete liquidation of Tempo Bank after the reorganization, each depositor would have a claim as a creditor of the same general priority as the claims of all other general creditors of Tempo Bank. Except as described below, a depositor’s claim would be solely for the amount of the balance in such depositor’s deposit account plus accrued interest. Such depositor would not have an interest in the value or assets of Tempo Bank above that amount. Instead, the holder of Tempo Bank’s common stock (i.e., Sugar Creek Financial) would be entitled to any assets remaining upon a liquidation of Tempo Bank.

In the unlikely event of a complete liquidation of Sugar Creek Financial after the reorganization, the stockholders of Sugar Creek Financial, including Sugar Creek MHC, would be entitled to receive the remaining assets of Sugar Creek Financial, following payment of all debts, liabilities and claims of greater priority of or against Sugar Creek Financial.

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In the unlikely event of a complete liquidation of Sugar Creek MHC after the reorganization, all depositors of Tempo Bank at that time will be entitled, pro rata to the value of their deposit accounts, to a distribution of any assets of Sugar Creek MHC remaining after payment of all debts and claims of creditors. Any “second step” conversion of Sugar Creek MHC to stock form would not be considered a liquidation.

There are no plans to liquidate Tempo Bank, Sugar Creek Financial or Sugar Creek MHC in the future.

Subscription Offering and Subscription Rights

Under the plan of reorganization and stock issuance, we have granted rights to subscribe for our common stock to the following persons in the following order of priority:

1. Persons with deposits in Tempo Bank with balances aggregating $50 or more (“qualifying deposits”) as of September 30, 2005 (“eligible account holders”). For this purpose, deposit accounts include all savings, time and demand accounts.

2. Our employee stock ownership plan.

3. Persons with qualifying deposits in Tempo Bank as of December 31, 2006 (“supplemental eligible account holders”), other than our officers, directors and their associates.

4. Depositors of Tempo Bank as of                         , 2007, who are not eligible or supplemental eligible account holders, and borrowers of Tempo Bank who had loans outstanding on September 19, 1989 that continue to be outstanding as of             , 2007 (“other members”).

The amount of common stock that any person may purchase will depend on the availability of the common stock after satisfaction of all subscriptions having prior rights in the subscription offering and to the maximum and minimum purchase limitations set forth in the plan of reorganization and stock issuance. See “—Limitations on Purchases of Shares.” All persons on a joint account will be counted as a single depositor for purposes of determining the maximum amount that may be subscribed for by owners of a joint account.

We will strive to identify your ownership in all accounts, but cannot guarantee we will identify all accounts in which you have an ownership interest.

Priority 1: Eligible Account Holders. Subject to the purchase limitations as described below under “—Limitations on Purchases of Shares,” each eligible account holder has the right to subscribe for up to the greater of:

• $100,000 of common stock (which equals 10,000 shares);

• one-tenth of 1% of the total offering of common stock to persons other than Sugar Creek MHC; or

• 15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction of which the numerator is the amount of qualifying deposits of the eligible account holder and the denominator is the total amount of qualifying deposits of all eligible account holders. The balance of qualifying deposits of all eligible account holders was $             million.

If there are insufficient shares to satisfy all subscriptions by eligible account holders, shares first will be allocated so as to permit each subscribing eligible account holder, if possible, to purchase a number of shares sufficient to make the person’s total allocation equal 100 shares or the number of shares actually subscribed for, whichever is less. After that, 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 qualifying deposits of all remaining eligible account holders whose subscriptions remain unfilled. Subscription rights of eligible account holders who are also executive officers or directors of Sugar Creek Financial or Tempo Bank or their associates will be subordinated to the subscription rights of other eligible account

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holders to the extent attributable to increased deposits in Tempo Bank in the one year period preceding September 30, 2005.

To ensure a proper allocation of stock, each eligible account holder must list on his or her stock order form all deposit accounts in which such eligible account holder had an ownership interest at September 30, 2005. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

Priority 2: Tax-Qualified Employee Benefit Plans. Subject to the purchase limitations as described below under “—Limitations on Purchases of Shares,” our tax-qualified employee benefit plans have the right to purchase up to 10% of the shares of common stock issued in the offering, including shares issued to Sugar Creek MHC. As a tax-qualified employee benefit plan, our employee stock ownership plan intends to purchase 3.92% (3.43% at the minimum of the offering range) of the shares issued in the offering, including shares issued to Sugar Creek MHC. Subscriptions by the employee stock ownership plan will not be aggregated with shares of common stock purchased by any other participants in the offering, including subscriptions by our officers and directors, for the purpose of applying the purchase limitations in the plan of reorganization and stock issuance. If eligible account holders subscribe for all of the shares being sold, no shares will be available for our tax-qualified employee benefit plans. However, if we increase the number of shares offered above the maximum of the offering range, the employee stock ownership plan will have a first priority right to purchase any shares exceeding that amount up to the amount of its subscription. If the plan’s subscription is not filled in its entirety, the employee stock ownership plan may purchase shares in the open market or may purchase shares directly from us with the approval of the Office of Thrift Supervision.

Priority 3: Supplemental Eligible Account Holders. Subject to the purchase limitations as described below under “—Limitations on Purchases of Shares,” each supplemental eligible account holder has the right to subscribe for up to the greater of:

• $100,000 of common stock (which equals 10,000 shares);

• one-tenth of 1% of the total offering of common stock to persons other than Sugar Creek MHC; or

• 15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction of which the numerator is the amount of qualifying deposits of the supplemental eligible account holder and the denominator is the total amount of qualifying deposits of all supplemental eligible account holders. The balance of qualifying deposits of all supplemental eligible account holders was $             million.

If eligible account holders and the employee stock ownership plan subscribe for all of the shares being sold, no shares will be available for supplemental eligible account holders. If shares are available for supplemental eligible account holders but there are insufficient shares to satisfy all subscriptions by supplemental eligible account holders, shares first will be allocated so as to permit each subscribing supplemental eligible account holder, if possible, to purchase a number of shares sufficient to make the person’s total allocation equal 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining subscribing supplemental eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total qualifying deposits of all remaining supplemental eligible account holders whose subscriptions remain unfilled.

To ensure a proper allocation of stock, each supplemental eligible account holder must list on his or her stock order form all deposit accounts in which such supplemental eligible account holder had an ownership interest at December 31, 2006. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

Priority 4: Other Members. Subject to the purchase limitations as described below under “—Limitations on Purchases of Shares,” each other member has the right to purchase up to the greater of $100,000 of common stock (which equals 10,000 shares) or one-tenth of 1% of the total offering of common stock issued to persons other than Sugar Creek MHC. If eligible account holders, the employee stock ownership plan and

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supplemental eligible account holders subscribe for all of the shares being sold, no shares will be available for other members. If shares are available for other members but there are not sufficient shares to satisfy all subscriptions by other members, shares first will be allocated so as to permit each subscribing other member, if possible, to purchase a number of shares sufficient to make the person’s total allocation equal 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining subscribing other members in the proportion that each other member’s subscription bears to the total subscriptions of all such subscribing other members whose subscriptions remain unfilled.

To ensure a proper allocation of stock, each other member must list on his or her stock order form all deposit accounts in which such other member had an ownership interest at [                        , 2007] or each loan from Tempo Bank that was outstanding on September 19, 1989 that continues to be outstanding on [                        , 2007]. Failure to list an account or providing incorrect information could result in the loss of all or part of a subscriber’s stock allocation.

Expiration Date for the Subscription Offering. The subscription offering, and all subscription rights under the plan of reorganization and stock issuance, will terminate at 12:00 Noon, Central time, on [DATE1], 2007. We will not accept orders for common stock in the subscription offering received after that time. We will make reasonable attempts to provide a prospectus and related offering materials to holders of subscription rights; however, all subscription rights will expire on the expiration date whether or not we have been able to locate each person entitled to subscription rights.

Office of Thrift Supervision regulations require that we complete the sale of common stock within 45 days after the close of the subscription offering. If the sale of the common stock is not completed within that period, all funds received will be returned promptly with interest at our statement savings rate and all withdrawal authorizations will be canceled unless we receive approval of the Office of Thrift Supervision to extend the time for completing the offering. If regulatory approval of an extension of the time period has been granted, we will notify all subscribers of the extension and of the duration of any extension that has been granted, and subscribers will have the right to modify or rescind their purchase orders. If we do not receive an affirmative response from a subscriber to any resolicitation, the subscriber’s order will be rescinded and all funds received will be returned promptly with interest, or withdrawal authorizations will be canceled. No single extension can exceed 90 days.

Persons in Non-Qualified States. We will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to subscribe for stock under the plan of reorganization and stock issuance reside. However, we are not required to offer stock in the subscription offering to any person who resides in a foreign country or who resides in a state of the United States in which (1) only a small number of persons otherwise eligible to subscribe for shares of common stock reside; (2) the granting of subscription rights or the offer or sale of shares to such person would require that we or our officers or directors register as a broker, dealer, salesman or selling agent under the securities laws of the state, or register or otherwise qualify the subscription rights or common stock for sale or qualify as a foreign corporation or file a consent to service of process; or (3) we determine that compliance with that state’s securities laws would be impracticable or unduly burdensome for reasons of cost or otherwise.

Restrictions on Transfer of Subscription Rights and Shares. Subscription rights are nontransferable. You may not transfer, or enter into any agreement or understanding to transfer, the legal or beneficial ownership of your subscription rights issued under the plan of reorganization and stock issuance or the shares of common stock to be issued upon exercise of your subscription rights. Your subscription rights may be exercised only by you and only for your own account. When registering your stock purchase on the order form, you should not add the name(s) of persons who have no subscription rights or who qualify in a lower purchase priority than you do. Doing so may jeopardize your subscription rights. If you exercise your subscription rights, you will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding regarding the sale or transfer of such shares. Federal regulations also prohibit any person from offering, or making an announcement of an offer or intent to make an offer, to purchase such subscription rights or shares of common stock before the completion of the offering.

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If you sell or otherwise transfer your rights to subscribe for common stock in the subscription offering or subscribe for common stock on behalf of another person, you may forfeit those rights and face possible further sanctions and penalties imposed by the Office of Thrift Supervision or another agency of the U.S. Government. Illegal transfers of subscription rights, including agreements made prior to completion of the offering to transfer shares after the offering, have been subject to enforcement actions by the Securities and Exchange Commission as violations of Rule 10b-5 of the Securities Exchange Act of 1934.

We intend to report to the Office of Thrift Supervision and the Securities and Exchange Commission anyone who we believe sells or gives away their subscription rights. We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.

Community Offering

To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, we may, in our discretion, offer shares to the general public in a direct community offering. In the direct community offering, preference will be given to natural persons and trusts of natural persons who are residents of Clinton, Madison and St. Clair Counties, Illinois.

We will consider a person to be resident of Clinton, Madison or St. Clair County if he or she occupies a dwelling in the county, has the intent to remain for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence together with an indication that such presence is something other than merely transitory in nature. We may utilize depositor or loan records or other evidence provided to us to make a determination as to a person’s resident status. In all cases, the determination of residence status will be made by us in our sole discretion.

Purchasers in the community offering are eligible to purchase up to $100,000 of common stock (which equals 10,000 shares). If shares are available for preferred subscribers in the community offering but there are insufficient shares to satisfy all orders, the available shares will be allocated first to each preferred subscriber whose order we accept in an amount equal to the lesser of 100 shares or the number of shares ordered by each such subscriber, if possible. After that, unallocated shares will be allocated among the remaining preferred subscribers whose orders remain unsatisfied on an equal number of shares per order basis until all available shares have been allocated. If, after filling the orders of preferred subscribers in the community offering, shares are available for other subscribers in the community offering but there are insufficient shares to satisfy all orders, shares will be allocated in the same manner as for preferred subscribers.

The community offering, if held, may commence concurrently with or subsequent to the subscription offering and will terminate no later than 45 days after the close of the subscription offering unless extended by us, with approval of the Office of Thrift Supervision. If we receive regulatory approval for an extension, all subscribers will be notified of the extension and of the duration of any extension that has been granted, and will have the right to modify or rescind their orders. If we do not receive an affirmative response from a subscriber to any resolicitation, the subscriber’s order will be rescinded and all funds received will be promptly returned with interest.

The opportunity to subscribe for shares of common stock in the community offering is subject to our right to reject orders, in whole or part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order.

Syndicated Community Offering

The plan of reorganization and stock issuance provides that, if necessary, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by Keefe, Bruyette & Woods, Inc., acting as our agent. In such capacity, Keefe, Bruyette & Woods may form a syndicate of other brokers-dealers who are NASD member firms. Neither Keefe, Bruyette & Woods nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering; however, Keefe, Bruyette & Woods has agreed

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to use its best efforts in the sale of shares in any syndicated community offering. We have not selected any particular broker-dealers to participate in a syndicated community offering and will not do so until prior to the commencement of the syndicated community offering. The syndicated community offering would terminate no later than 45 days after the expiration of the subscription offering, unless extended by us, with approval of the Office of Thrift Supervision. See “—Community Offering” above for a discussion of rights of subscribers in the event an extension is granted.

The opportunity to subscribe for shares of common stock in the syndicated community offering is subject to our right in our sole discretion to accept or reject orders, in whole or part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order.

Common stock sold in the syndicated community offering also will be sold at the $10.00 per share purchase price. Purchasers in the syndicated community offering are eligible to purchase up to $100,000 of common stock (which equals 10,000 shares). We may begin the syndicated community offering at any time following the commencement of the subscription offering.

If we are unable to find purchasers from the general public for all unsubscribed shares, we will make other purchase arrangements, if feasible. Other purchase arrangements must be approved by the Office of Thrift Supervision and may provide for purchases for investment purposes by directors, officers, their associates and other persons in excess of the limitations provided in the plan of reorganization and stock issuance and in excess of the proposed director and executive officer purchases discussed earlier, although no such purchases are currently intended. If other purchase arrangements cannot be made, we may either: terminate the stock offering and promptly return all funds with interest; promptly return all funds with interest, set a new offering range and give all subscribers the opportunity to place a new order for shares of Sugar Creek Financial common stock; or take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

Limitations on Purchases of Shares

In addition to the purchase limitations described above under “—Subscription Offering and Subscription Rights,” “—Community Offering” and “—Syndicated Community Offering,” the plan of reorganization and stock issuance provides for the following purchase limitations:

• The aggregate amount of our outstanding common stock owned or controlled by persons other than Sugar Creek MHC at the close of the offering must be less than 50% of our total outstanding common stock.

• No individual (or individuals on a single deposit account) may purchase more than $100,000 of common stock (which equals 10,000 shares), subject to increase as described below.

• Except for our tax-qualified employee benefit plans, no person together with associates of or persons acting in concert with such person, may purchase in the aggregate more than $100,000 of the common stock (which equals 10,000 shares), subject to increase as described below.

• Each subscriber must subscribe for a minimum of 25 shares.

• The aggregate amount of common stock acquired in the offering by any non-tax-qualified employee plan or any management person and his or her associates may not exceed 4.9% of the (i) outstanding shares of common stock at the conclusion of the offering or (ii) the stockholders’ equity of Sugar Creek Financial at the conclusion of the offering. In calculating the number of shares held by management persons and their associates, shares held by any tax-qualified or non-tax-qualified employee stock benefit plan that are attributable to such person will not be counted.

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• The aggregate amount of common stock acquired in the offering by any one or more tax-qualified employee plans, exclusive of any shares of common stock acquired by such plans in the secondary market, may not exceed 4.9% of (i) the outstanding shares of common stock at the conclusion of the offering or (ii) the stockholders’ equity of the Sugar Creek Financial at the conclusion of the offering.

• The aggregate amount of common stock acquired in the offering by all of our stock benefit plans, other than employee stock ownership plans, may not exceed 25% of the outstanding common stock held by persons other than Sugar Creek MHC.

• The aggregate amount of common stock acquired in the offering by all non-tax-qualified employee plans or management persons and their associates, exclusive of any common stock acquired by such plans or persons in the secondary market, may not exceed 34% of (i) the outstanding shares of common stock held by persons other than Sugar Creek MHC at the conclusion of the offering or (ii) the stockholders’ equity of Sugar Creek Financial held by persons other than Sugar Creek MHC at the conclusion of the offering. In calculating the number of shares held by management persons and their associates, shares held by any tax-qualified or non-tax-qualified employee stock benefit plan that are attributable to such persons will not be counted.

We may, in our sole discretion, increase the individual or aggregate purchase limitation to up to 5% of the shares of common stock sold in the offering to persons other than Sugar Creek MHC. We do not intend to increase the maximum purchase limitation unless market conditions warrant. If we decide to increase the purchase limitations, persons who subscribed for the maximum number of shares of common stock will be given the opportunity to increase their subscriptions accordingly, subject to the rights and preferences of any person who has priority subscription rights. We, in our discretion, also may give other large subscribers the right to increase their subscriptions.

In the event that the maximum purchase limitation represents more than 2% of the shares sold in the offering, orders for common stock in the syndicated community offering will be filled first to a maximum of 2% of the total number of shares sold in the offering and thereafter any remaining shares will be allocated on an equal number of shares basis per order until all available shares have been allocated.

In the event that we increase the maximum purchase limitation to 5% of the shares of common stock sold in the offering, we may further increase the maximum purchase limitation to 9.99%, provided that orders for common stock exceeding 5% of the shares of common stock sold in the offering may not exceed in the aggregate 10% of the total shares of common stock sold in the offering.

The plan of reorganization and stock issuance defines “acting in concert” to mean knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not by an express agreement or understanding; or a combination or pooling of voting or other interests in the securities of an issuer for a common purpose under any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. In general, a person who acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party. We may presume that certain persons are acting in concert based upon, among other things, joint account relationships and the fact that persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies. For purposes of the plan of reorganization and stock issuance, our directors are not deemed to be acting in concert solely by reason of their board membership.

The plan of reorganization and stock issuance defines “associate,” with respect to a particular person, to mean:

• a corporation or organization other than Sugar Creek MHC, Sugar Creek Financial or Tempo Bank or a majority-owned subsidiary of Sugar Creek MHC, Sugar Creek Financial or Tempo Bank of which a person is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities of such corporation or organization;

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• a trust or other estate in which a person has a substantial beneficial interest or as to which a person serves as a trustee or a fiduciary; and

• any person who is related by blood or marriage to such person and who lives in the same home as such person or who is a director or senior officer of Sugar Creek MHC, Sugar Creek Financial or Tempo Bank or any of their subsidiaries.

For example, a corporation of which a person serves as an officer would be an associate of that person and, therefore, all shares purchased by the corporation would be included with the number of shares that the person could purchase individually under the purchase limitations described above. We have the right in our sole discretion to reject any order submitted by a person whose representations we believe to be false or who we otherwise believe, either alone or acting in concert with others, is violating or circumventing, or intends to violate or circumvent, the terms and conditions of the plan of reorganization and stock issuance. Directors and officers are not treated as associates of each other solely by virtue of holding such positions. We have the sole discretion to determine whether prospective purchasers are “associates” or “acting in concert.”

Marketing Arrangements

Offering materials have been initially distributed through mailings to those eligible to subscribe in the subscription offering. To assist in the marketing of our common stock, we have retained Keefe, Bruyette & Woods, which is a broker-dealer registered with the National Association of Securities Dealers, Inc. Keefe, Bruyette & Woods will assist us in the offering by:

• Acting as our financial advisor for the stock offering, providing administrative services and managing the stock information center by assisting interested stock subscribers and by keeping records of all stock orders;

• Educating our employees about the stock offering;

• Targeting our sales efforts, including assisting in the preparation of marketing materials; and

• Assisting in the solicitation of proxies from Tempo Bank’s members for use at the special meeting.

For these services, Keefe, Bruyette & Woods has received a management fee of $25,000 and will receive a success fee of $75,000 upon completion of the reorganization and offering. In the event that Keefe, Bruyette & Woods sells common stock through a group of broker-dealers in a syndicated community offering, the total fees payable to the selected dealers (which may include Keefe, Bruyette & Woods for the shares it sells) for the shares they sell shall not exceed 5.5% of the aggregate dollar amount of shares sold in the syndicated offering. Keefe, Bruyette & Woods will also be reimbursed for its reasonable out-of-pocket expenses in an amount not to exceed $20,000 and for its legal fees and expenses in an amount not to exceed $35,000.

We will indemnify Keefe, Bruyette & Woods 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 materials for the common stock, including liabilities under the Securities Act of 1933, as amended.

Description of Sales Activities

Sugar Creek Financial will offer the common stock in the subscription offering and community offering principally by the distribution of this prospectus and through activities conducted at our stock information center. The stock information center is expected to operate during normal business hours throughout the subscription offering and community offering. It is expected that at any particular time one or more Keefe, Bruyette & Woods employees will be working at the stock information center. Employees of Keefe, Bruyette & Woods will be responsible for responding to questions regarding the offering and processing stock orders.

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Sales of common stock will be made by registered representatives affiliated with Keefe, Bruyette & Woods or by the selected dealers managed by Keefe, Bruyette & Woods Tempo Bank’s officers and employees may participate in the offering in clerical capacities, providing administrative support in effecting sales transactions or, when permitted by state securities laws, answering questions of a mechanical nature relating to the proper execution of the order form. Tempo Bank’s officers may answer questions regarding our business when permitted by state securities laws. Other questions of prospective purchasers, including questions as to the advisability or nature of the investment, will be directed to registered representatives. Tempo Bank’s officers and employees have been instructed not to solicit offers to purchase common stock or provide advice regarding the purchase of common stock.

None of Tempo Bank’s officers, directors or employees will be compensated, directly or indirectly, for any activities in connection with the offer or sale of securities issued in the reorganization.

None of Tempo Bank’s personnel participating in the offering is registered or licensed as a broker or dealer or an agent of a broker or dealer. Tempo Bank’s personnel will assist in the above-described sales activities under an exemption from registration as a broker or dealer provided by Rule 3a4-1 promulgated under the Securities Exchange Act of 1934. Rule 3a4-1 generally provides that an “associated person of an issuer” of securities will not be deemed a broker solely by reason of participation in the sale of securities of the issuer if the associated person meets certain conditions. These conditions include, but are not limited to, that the associated person participating in the sale of an issuer’s securities not be compensated in connection with the offering at the time of participation, that the person not be associated with a broker or dealer and that the person observe certain limitations on his or her participation in the sale of securities. For purposes of this exemption, “associated person of an issuer” is defined to include any person who is a director, officer or employee of the issuer or a company that controls, is controlled by or is under common control with the issuer.

Procedure for Purchasing Shares in the Subscription and Community Offerings

Prospectus Delivery. To ensure that each purchaser receives a prospectus at least 48 hours before the expiration date of the offering in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, no prospectus will be mailed any later than five days prior to the expiration date or hand delivered any later than two days prior to that date. We are not obligated to deliver a prospectus or order form by means other than U.S. Mail. Execution of an order form will confirm receipt of delivery of a prospectus in accordance with Rule 15c2-8. Order forms will be distributed only if preceded or accompanied by a prospectus.

Termination of Offering; Rejection of Orders. We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel any deposit account withdrawal holds and promptly return all funds submitted, with interest calculated at Tempo Bank’s applicable statement savings rate from the date of receipt.

We have the right to reject any order submitted in the offering by a person who 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.

Use of Order Forms. In order to purchase shares of common stock in the subscription offering and direct community offering, you must submit a properly completed and signed original stock order form. We will not be required to accept orders submitted on photocopied or facsimilied stock order forms. All order forms must be received by our stock information center (not postmarked) prior to Noon, Central time on [DATE1], 2007. Your order form must be accompanied by full payment for all of the shares subscribed for or include appropriate authorization in the space provided on the order form for withdrawal of full payment from a deposit account with Tempo Bank. You may submit your order form and payment in one of three ways: by mail using the reply envelope provided; by overnight delivery to the indicated address noted on the form; or by hand delivery to the stock information center located at our main office. Order forms may not be delivered to Tempo Bank’s branch office. Our interpretation of the terms and conditions of the plan of reorganization and stock issuance and of the acceptability of the order forms will be final.

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We need not accept order forms that are received after the expiration of the subscription offering or community offering, as the case may be, or that are executed defectively or that are received without full payment or without appropriate withdrawal instructions. We have the right to waive or permit the correction of incomplete or improperly executed order forms, but do not represent that we will do so. Once received, an executed order form may not be modified, amended or rescinded without our consent unless the offering has not been completed within 45 days after the end of the subscription offering, unless extended.

To ensure that your stock purchase eligibility and priority are properly identified, you must list all accounts on the order form, giving all names in each account and the account number. We will strive to identify your ownership in all accounts, but cannot guarantee we will identify all accounts in which you have an ownership interest. When entering the stock registration on your stock order form, you should not add the name(s) of persons without subscription rights, or who qualify only in a lower purchase priority than you. Joint registration of shares purchased in the subscription offering will be allowed only if the qualifying deposit account is so registered.

The reverse side of the order form contains a regulatorily mandated certification form. We will not accept order forms where the certification form is not executed. By executing and returning the certification form, you will be certifying that you received this prospectus and acknowledging that the common stock is not a deposit account and is not insured or guaranteed by the federal government. You also will be acknowledging that you received disclosure concerning the risks involved in this offering. The certification form could be used as support to show that you understand the nature of this investment.

Payment for Shares. Payment for all shares of common stock will be required to accompany all completed order forms for the purchase to be valid. Payment for shares may be made only by:

• Personal check, bank draft or money order made payable directly to Sugar Creek Financial Corp. (you may not remit Tempo Bank line of credit checks, and we will not accept third party checks, including those payable to you and endorsed over to Sugar Creek Financial Corp.); or

• Authorization of withdrawal from the types of Tempo Bank deposit account(s) provided for on the stock order form.

In the case of payments made by check or money order, these funds must be available in the account(s) when the order is received. Please do not overdraft your Tempo Bank account(s). No wire transfers will be accepted.

Checks and money orders will be cashed immediately and the subscription funds will be held by Tempo Bank or, at our discretion, in an escrow account at an independent insured depository institution.

Interest will be paid on payments made by check, bank draft or money order at our statement savings rate from the date payment is received at the stock information center until the completion or termination of the offering. If payment is made by authorization of withdrawal from deposit accounts, the funds authorized to be withdrawn from a deposit account will continue to accrue interest at the contractual rates until completion or termination of the offering, unless the certificate matures after the date of receipt of the order form but before closing or termination of the offering, in which case funds will earn interest at the statement savings rate from the date of maturity until the offering is completed or terminated, but a hold will be placed on the funds, making them unavailable to the depositor until completion or termination of the offering. When the offering is completed, the funds received in the offering will be used to purchase the shares of common stock ordered. The shares of common stock issued in the offering cannot and will not be insured by the Federal Deposit Insurance Corporation or any other government agency. If the offering is not consummated for any reason, all funds submitted will be promptly refunded with interest as described above.

If a subscriber authorizes us to withdraw the amount of the purchase price from his or her deposit account, we will do so as of the completion of the offering, though the account must contain the full amount necessary for payment at the time the subscription order is received. On your stock order form, please do not designate a withdrawal from accounts with check-writing privileges. Please submit a check instead. We will waive any applicable penalties for early withdrawal from certificate accounts. If the remaining balance in a certificate account

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is reduced below the applicable minimum balance requirement at the time funds are actually transferred under the authorization, the certificate will be canceled at the time of the withdrawal, without penalty, and the remaining balance will earn interest at our statement savings rate. You may not authorize direct withdrawal from a Tempo Bank IRA. If you wish to use funds in your Tempo Bank IRA to purchase shares of our common stock, please refer to the following section.

The employee stock ownership plan will not be required to pay for the shares subscribed for at the time it subscribes, but rather may pay for shares of common stock subscribed for upon the completion of the offering; provided that there is in force from the time of its subscription until the completion of the offering a loan commitment from an unrelated financial institution or from us to lend to the employee stock ownership plan, at that time, the aggregate purchase price of the shares for which it subscribed.

We may, in our sole discretion, permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for such shares of common stock for which they subscribe in the community offering at any time prior to the 48 hours before the completion of the offering. This payment may be made by wire transfer.

Using IRA Funds To Purchase Shares. Our individual retirement accounts (IRAs) do not permit investment in common stock. A depositor interested in using his or her IRA funds to purchase common stock must do so through a self-directed IRA. Since we do not offer those accounts, we will allow a depositor to make a trustee-to-trustee transfer of the IRA funds to a trustee offering a self-directed IRA program with the agreement that the funds will be used to purchase our common stock in the offering. There will be no early withdrawal or Internal Revenue Service interest penalties for such transfers. The new trustee would hold the common stock in a self-directed account in the same manner as we now hold the depositor’s IRA funds. An annual administrative fee may be payable to the new trustee. Depositors interested in using funds in an IRA with us to purchase common stock should contact the stock information center at least two weeks before [DATE1], 2007 because processing such transactions takes additional time.

How We Determined the Offering Range and the $10.00 Purchase Price

Federal regulations require that the aggregate purchase price of the securities sold in connection with the offering be based upon our estimated pro forma value on a fully converted basis, as determined by an independent appraisal. The term “fully converted” means that the appraiser assumed that 100% of our stock had been sold to the public. We have retained RP Financial, LC., which is experienced in the evaluation and appraisal of business entities, to prepare the independent appraisal. RP Financial will receive fees totaling $22,500 for its appraisal services, plus $2,500 for each valuation update and reasonable out-of-pocket expenses not to exceed $5,000. We have agreed to indemnify RP Financial under certain circumstances against liabilities and expenses, including legal fees, arising out of, related to, or based upon the offering.

RP Financial prepared the appraisal taking into account the pro forma impact of the offering. For its analysis, RP Financial undertook substantial investigations to learn about our business and operations. We supplied financial information, including annual financial statements, information on the composition of assets and liabilities, and other financial schedules. In addition to this information, RP Financial reviewed our reorganization and stock issuance applications as filed with the Office of Thrift Supervision and our registration statement as filed with the Securities and Exchange Commission. Furthermore, RP Financial visited our facilities and had discussions with our management. RP Financial did not perform a detailed individual analysis of the separate components of our assets and liabilities. We did not impose any limitations on RP Financial in connection with its appraisal.

In connection with its appraisal, RP Financial reviewed the following factors, among others:

• the economic make-up of our primary market area;

• our financial performance and condition in relation to publicly traded subsidiaries of mutual holding companies that RP Financial deemed comparable to us;

• the specific terms of the offering of our common stock;

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• the pro forma impact of the additional capital raised in the reorganization;

• our proposed dividend policy;

• conditions of securities markets in general; and

• the market for thrift institution common stock in particular.

Consistent with Office of Thrift Supervision appraisal guidelines, RP Financial’s analysis utilized five selected valuation procedures, the price/book method, the price/tangible book method, the price/earnings method, the price/core earnings method and the price/assets method, all of which are described in its report. RP Financial’s appraisal report is filed as an exhibit to the registration statement that we have filed with the Securities and Exchange Commission. See “Where You Can Find More Information.” RP Financial placed the greatest emphasis on the price/core earnings and price/tangible book methods in estimating pro forma market value. RP Financial compared the pro forma price/tangible book and price/core earnings ratios for Sugar Creek Financial to the same ratios for a peer group of comparable companies. The peer group consisted of the 10 smallest (by asset size) publicly traded subsidiaries of mutual holding companies with five companies based in the Mid-Atlantic, three companies based in the Midwest, one company in the Southeast and one company in New England. The peer group included companies with:

• average assets of $302 million;

• average non-performing assets of 0.32% of total assets;

• average loans of 66.2% of total assets;

• average equity of 14.5% of total assets; and

• average net income of 0.51% of average assets.

On the basis of the analysis in its report, RP Financial has advised us that, in its opinion, as of December 1, 2006, our estimated pro forma market value on a fully converted basis was within the valuation range of $8,075,000 and $10,925,000 with a midpoint of $9,500,000.

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The following table presents a summary of selected pricing ratios for Sugar Creek Financial on a fully-converted basis, for the peer group companies on a fully-converted basis and for all publicly traded thrifts. Compared to the average pricing ratios of the peer group, Sugar Creek Financial’s pro forma pricing ratios at the midpoint of the offering range indicated a premium of 33.2% on a price-to-earnings basis and a discount of 26.2% on a price-to-tangible book value basis.

	Fully Converted Basis
	Price to Earnings Multiple(1)		Price to Book Value Ratio(2)		Price to Tangible Book Value Ratio(2)
Sugar Creek Financial (pro forma):
Minimum	33.03	x	64.79	%	64.79	%
Midpoint	36.44	x	69.25	%	69.25	%
Maximum	39.45	x	72.97	%	72.97	%
Maximum, as adjusted	45.50	x	76.54	%	76.54	%
Peer Group (on a fully-converted basis):
Average	27.35	x	90.53	%	93.87	%
Median	30.00	x	89.93	%	92.88	%
All fully-converted, publicly-traded thrifts:
Average	18.42	x	140.68	%	162.50	%

(1) Ratios for Sugar Creek Financial are based on earnings for the 12 months ended September 30, 2006 and share prices as of December 1, 2006. For the Peer Group, ratios are as of or for the 12 months ended September 30, 2006, or the latest date available.

(2) Ratios are based on book value as of September 30, 2006 and share prices as of December 1, 2006. For the Peer Group, ratios are as of or for the 12 months ended September 30, 2006, or the latest date available.

Our board of directors reviewed RP Financial’s appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the valuation range was reasonable and adequate. Our board of directors determined that 45% of the shares of our common stock should be sold in the offering at a purchase price of $10.00 per share. Multiplying this percentage by RP Financial’s valuation range yielded an offering range of $3,633,750 to $4,916,250, with a midpoint of $4,275,000. Dividing these dollar amounts by the purchase price resulted in an offering range of between 363,375 and 491,625 shares, with a midpoint of 427,500 shares. The purchase price of $10.00 per share was determined by us, taking into account, among other factors, the requirement under Office of Thrift Supervision regulations that the common stock be offered in a manner that will achieve the widest distribution of the stock and desired liquidity in the common stock after the offering.

Since the outcome of the offering relates in large measure to market conditions at the time of sale, it is not possible for us to determine the exact number of shares that we will issue at this time. The offering range may be amended, with the approval of the Office of Thrift Supervision, if necessitated by developments following the date of the appraisal in, among other things, market conditions, our financial condition or operating results, regulatory guidelines or national or local economic conditions.

If, upon completion of the subscription offering, at least the minimum number of shares are subscribed for, RP Financial, after taking into account factors similar to those involved in its prior appraisal, will determine its estimate of our pro forma market value as of the close of the subscription offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 565,369 shares without any further notice to you.

No shares will be sold unless RP Financial confirms that, to the best of its knowledge and judgment, nothing of a material nature has occurred that would cause it to conclude that the actual total purchase price of the shares on an aggregate basis was materially incompatible with its appraisal. If, however, the facts do not justify that statement, the offering may be canceled, a new offering range and price per share set and new subscription, community and syndicated community offerings held. Under those circumstances, all funds would be promptly

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returned and all subscribers would be given the opportunity to place a new order. If the offering is terminated all subscriptions will be cancelled and subscription funds will be returned promptly with interest, and holds on funds authorized for withdrawal from deposit accounts will be released or reduced. If RP Financial establishes a new valuation range, it must be approved by the Office of Thrift Supervision.

In formulating its appraisal, RP Financial relied upon the truthfulness, accuracy and completeness of all documents we furnished to it. RP Financial also considered financial and other information from regulatory agencies, other financial institutions, and other public sources, as appropriate. While RP Financial believes this information to be reliable, RP Financial does not guarantee the accuracy or completeness of the information and did not independently verify the financial statements and other data provided by us or independently value our assets or liabilities. The appraisal is not intended to be, and must not be interpreted as, a recommendation of any kind as to the advisability of purchasing shares of common stock. Moreover, because the appraisal must be based on many factors that change periodically, there is no assurance that purchasers of shares in the offering will be able to sell shares after the offering at prices at or above the purchase price.

Copies of the appraisal report of RP Financial, including any amendments to the report, and the detailed memorandum of the appraiser setting forth the method and assumptions for such appraisal are available for inspection at our main office and the other locations specified under “Where You Can Find More Information.”

Delivery of Certificates

Certificates representing the common stock sold in the offering will be mailed by our transfer agent to the persons whose subscriptions or orders are filled at the addresses of such persons appearing on the stock order form as soon as practicable following completion of the offering. We will hold certificates returned as undeliverable until claimed by the persons legally entitled to the certificates or otherwise disposed of in accordance with applicable law. Until certificates for common stock are available and delivered to subscribers, subscribers may not be able to sell their shares, even though trading of the common stock may have commenced.

Restrictions on Repurchase of Stock

Under Office of Thrift Supervision regulations, for a period of one year from the date of the completion of the offering we may not repurchase any of our common stock from any person, except (1) in an offer made to all stockholders to repurchase the common stock on a pro rata basis, approved by the Office of Thrift Supervision, (2) the repurchase of qualifying shares of a director, or (3) repurchases to fund restricted stock plans or tax-qualified employee stock benefit plans. Where extraordinary circumstances exist, the Office of Thrift Supervision may approve the open market repurchase of up to 5% of our common stock during the first year following the offering. To receive such approval, we must establish compelling and valid business purposes for the repurchase to the satisfaction of the Office of Thrift Supervision. Furthermore, repurchases of any common stock are prohibited if they would cause Tempo Bank’s regulatory capital to be reduced below the amount required under the regulatory capital requirements imposed by the Office of Thrift Supervision.

Restrictions on Transfer of Shares After the Reorganization Applicable to Officers and Directors

Common stock purchased in the offering will be freely transferable, except for shares purchased by our directors and executive officers.

Shares of common stock purchased by our directors and executive officers and their associates may not be sold for a period of one year following the offering, except upon the death of the stockholder or unless approved by the Office of Thrift Supervision. Shares purchased by these persons in the open market after the offering will be free of this restriction. Shares of common stock issued to directors and executive officers will bear a legend giving appropriate notice of the restriction and, in addition, we will give appropriate instructions to our transfer agent with respect to the restriction on transfers. Any shares issued to directors and executive officers as a stock dividend, stock split or otherwise with respect to restricted common stock will be similarly restricted.

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Persons affiliated with us, including our directors and executive officers, received subscription rights based only on their deposits with Tempo Bank as account holders. While this aspect of the offering makes it difficult, if not impossible, for insiders to purchase stock for the explicit purpose of meeting the minimum of the offering, any purchases made by persons affiliated with us for the explicit purpose of meeting the minimum of the offering must be made for investment purposes only, and not with a view towards redistribution. Furthermore, as set forth above, Office of Thrift Supervision regulations restrict sales of common stock purchased in the offering by directors and executive officers for a period of one year following the offering.

Purchases of outstanding shares of our common stock by directors, officers, or any person who becomes an executive officer or director after adoption of the plan of reorganization and stock issuance, 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 Office of Thrift Supervision. This restriction does not apply, however, to negotiated transactions involving more than 1% of our outstanding common stock or to the purchase of stock under stock benefit plans.

We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the registration of the common stock to be issued in the offering. This registration does not cover the resale of the shares. Shares of common stock purchased by persons who are not affiliates of us may be resold without registration. Shares purchased by an affiliate of us will have resale restrictions under Rule 144 of the Securities Act. If we meet the current public information requirements of Rule 144, each affiliate of ours 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 our outstanding shares or the average weekly volume of trading in the shares during the preceding four calendar weeks. We may make future provision to permit affiliates to have their shares registered for sale under the Securities Act under certain circumstances.

Material Income Tax Consequences

Although the reorganization may be effected in any manner approved by the Office of Thrift Supervision that is consistent with the purposes of the plan of reorganization and stock issuance and applicable law, regulations and policies, it is intended that the reorganization will be effected through a merger. Completion of the reorganization is conditioned upon prior receipt of either a ruling or an opinion of counsel with respect to federal tax laws, and either a ruling or an opinion with respect to Illinois tax laws, that no gain or loss will be recognized by Tempo Bank, Sugar Creek Financial or Sugar Creek MHC as a result of the reorganization or by account holders receiving subscription rights, except to the extent, if any, that subscription rights are deemed to have fair market value on the date such rights are issued. The tax opinions summarized below address all material federal income tax consequences that are generally applicable to Tempo Bank, Sugar Creek Financial and Sugar Creek MHC, persons receiving subscription rights and all investors who purchase stock in the offering.

Muldoon Murphy & Aguggia LLP has issued an opinion to Tempo Bank that, for federal income tax purposes, concludes that:

• the reorganization will constitute a reorganization under Internal Revenue Code section 368(a)(1)(F), and Tempo Bank (in either its mutual form (the “Mutual Bank”) or its stock form (the “Stock Bank”) will recognize no gain or loss as a result of the reorganization;

• the basis of each asset of the Mutual Bank held by the Stock Bank immediately after the reorganization will be the same as the Mutual Bank’s basis for such asset immediately before the reorganization;

• the holding period of each asset of the Mutual Bank received by the Stock Bank immediately after the reorganization will include the period during which such asset was held by the Mutual Bank before the reorganization;

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• for purposes of Internal Revenue Code section 381(b), the Stock Bank will be treated as if there had been no reorganization and, accordingly, the taxable year of the Mutual Bank will not end on the effective date of the reorganization and the tax attributes of the Mutual Bank (subject to application of Internal Revenue Code sections 381, 382 and 384), including the Mutual Bank’s bad debt reserves and earnings and profits, will be taken into account by the Stock Bank as if the reorganization had not occurred;

• the Mutual Bank’s members will recognize no gain or loss upon their constructive receipt of shares of the Stock Bank common stock solely in exchange for their mutual ownership interest in the Mutual Bank;

• no gain or loss will be recognized by members of the Mutual Bank upon the issuance to them of deposits in the Stock Bank in the same dollar amount and upon the same terms as their deposits in the Mutual Bank;

• with respect to the members of the Mutual Bank’s exchange of the stock of the Stock Bank constructively received for the mutual ownership interests in Sugar Creek MHC, the exchange will qualify as an exchange of property for stock under Internal Revenue Code Section 351, the initial stockholders of the Stock Bank will recognize no gain or loss upon the constructive transfer to Sugar Creek MHC of the shares of the Stock Bank they constructively received and Sugar Creek MHC will recognize no gain or loss upon its receipt of the common stock of the Stock Bank in exchange for mutual ownership interests in the Mutual Bank;

• with respect to Sugar Creek MHC’s transfer of 100.0% of the common stock of the Stock Bank to Sugar Creek Financial, Sugar Creek Financial will recognize no gain or loss upon its transfer of 100.0% of the common stock of the Stock Bank from Sugar Creek MHC and Sugar Creek MHC will recognize no gain or loss upon its transfer of 100.0% of the common stock of the Stock Bank from Sugar Creek MHC to Sugar Creek Financial;

• it is more likely than not that the fair market value of the non-transferable subscription rights to purchase shares of common stock of Sugar Creek Financial to be issued to eligible account holders, supplemental eligible account holders and other members is zero and, accordingly, that no income will be realized by eligible account holders, supplemental eligible account holders and other members upon the issuance to them of the subscription rights or upon the exercise of the subscription rights;

• it is more likely than not that the tax basis to the holders of shares of common stock purchased in the reorganization pursuant to the exercise of the subscription rights will be the amount paid therefor, and that the holding period for such shares of common stock will begin on the date of completion of the reorganization; and

• the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of the purchase.

The opinions set forth in the 9^th and 10^th bullet points above are based on the position that the subscription rights do not have any market value at the time of distribution or at the time they are exercised. Whether subscription rights have a market value for federal income tax purposes is a question of fact, depending upon all relevant facts and circumstances. According to our counsel, the Internal Revenue Service will not issue rulings on whether subscription rights have a market value. Counsel has also advised us that they are unaware of any instance in which the Internal Revenue Service has taken the position that nontransferable subscription rights issued by a converting financial institution have a market value. Counsel also noted that the subscription rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the recipients the right only to purchase Sugar Creek Financial common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock.

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Unlike a private letter ruling issued by the Internal Revenue Service, an opinion of counsel is not binding on the Internal Revenue Service and the Internal Revenue Service could disagree with the conclusions reached in the opinion. If there is a disagreement, no assurance can be given that the conclusions reached in an opinion of counsel would be sustained by a court if contested by the Internal Revenue Service.

Tempo Bank has also received an opinion from Michael Trokey & Company, P.C., that, assuming the reorganization does not result in any federal income tax liability to Tempo Bank, its account holders, or Sugar Creek Financial, implementation of the plan of reorganization and stock issuance will not result in any Illinois income tax liability to those entities or persons.

The opinions of Muldoon Murphy & Aguggia LLP and Michael Trokey & Company, P.C. are filed as exhibits to the registration statement that Sugar Creek Financial has filed with the Securities and Exchange Commission. See “Where You Can Find More Information.”

Interpretation, Amendment and Termination

To the extent permitted by law, all interpretations by us of the plan of reorganization and stock issuance will be final; however, such interpretations have no binding effect on the Office of Thrift Supervision. The plan of reorganization and stock issuance provides that, if deemed necessary or desirable, we may substantively amend the plan of reorganization and stock issuance as a result of comments from regulatory authorities or otherwise.

Completion of the offering requires the sale of all shares of the common stock within 90 days following approval of the plan of reorganization and stock issuance by the Office of Thrift Supervision, unless an extension is granted by the Office of Thrift Supervision. If this condition is not satisfied, the plan of reorganization and stock issuance will be terminated and we will continue our business as a wholly owned subsidiary of Sugar Creek MHC. We may terminate the plan of reorganization and stock issuance at any time.

Restrictions on Acquisition of Sugar Creek Financial

General

The plan of reorganization and stock issuance provides that Tempo Bank will reorganize into the “two-tier” federal mutual holding company structure and includes the adoption of a federal stock charter and bylaws of Sugar Creek Financial. Certain provisions in the charter and bylaws of Sugar Creek Financial may have antitakeover effects. In addition, regulatory restrictions may make it more difficult for persons or companies to acquire control of us.

Mutual Holding Company Structure

Sugar Creek MHC will own a majority of the outstanding common stock of Sugar Creek Financial after the offering and, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. For example, Sugar Creek MHC may exercise its voting control to prevent a sale or merger transaction or to defeat a stockholder nominee for election to the board of directors of Sugar Creek Financial. It will not be possible for another entity to acquire Sugar Creek Financial without the consent of Sugar Creek MHC. Sugar Creek MHC, as long as it remains in the mutual form of organization, will control a majority of the voting stock of Sugar Creek Financial.

Charter and Bylaws of Sugar Creek Financial

Although our board of directors is not aware of any effort that might be made to obtain control of us after the offering, the board of directors believed it appropriate to adopt certain provisions permitted by federal regulations that may have the effect of deterring a future takeover attempt that is not approved by our board of directors. The following description of these provisions is only a summary and does not provide all of the

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information contained in our charter and bylaws. See “Where You Can Find More Information” as to where to obtain a copy of these documents.

Beneficial Ownership Limitation. Our charter provides that for a period of five years from the date of the consummation of the initial stock offering of Sugar Creek Financial, no person other than Sugar Creek MHC may acquire directly or indirectly the beneficial ownership of more than 10% of any class of an equity security of Sugar Creek Financial. In the event a person acquires shares in violation of this provision, all shares beneficially owned by such person in excess of 10% will be considered “excess shares” and will not be counted as shares entitled to vote or counted as voting shares in connection with any matters submitted to the stockholders for a vote. This provision does not apply to a transaction in which Sugar Creek Financial fully converts from the mutual holding company form of organization.

Board of Directors.

Classified Board. Our board of directors is divided into three classes as nearly as equal in number as possible. The stockholders elect one class of directors each year for a term of three years. The classified board makes it more difficult and time consuming for a stockholder group to fully use its voting power to gain control of the board of directors without the consent of the incumbent board of directors of Sugar Creek Financial.

Filling of Vacancies; Removal. The bylaws provide that any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of directors, may be filled by a vote of a majority of the remaining directors although less than a quorum of the board of directors then in office. A person elected to fill a vacancy on the board of directors will serve until the next election of directors by the stockholders. Our bylaws provide that a director may be removed from the board of directors prior to the expiration of his or her term only for cause and only upon the vote of a majority of the outstanding shares of voting stock. These provisions make it more difficult for stockholders to remove directors and replace them with their own nominees.

Elimination of Cumulative Voting. The charter of Sugar Creek Financial provides that no shares will be entitled to cumulative voting. The elimination of cumulative voting makes it more difficult for a stockholder group to elect a director nominee.

Qualification. The bylaws provide that no person will be eligible to serve on the board of directors who (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.

Stockholder Action by Written Consent; Special Meetings of Stockholders. Our stockholders must act only through an annual or special meeting or by unanimous written consent. The bylaws provide that the chairman of the board of directors, the president or a majority of the board of directors or holders of 10% or more of our outstanding shares may request the calling of a special meeting. The provisions of our charter and bylaws limiting stockholder action by written consent and calling of special meetings of stockholders may have the effect of delaying consideration of a stockholder proposal until the next annual meeting, unless a special meeting is called in accordance with the provisions of the bylaws. These provisions also would prevent the holders of a majority of common stock from unilaterally using the written consent procedure to take stockholder action.

Advance Notice Provisions for Stockholder Nominations and Proposals. Our bylaws establish an advance notice procedure for stockholders to nominate directors or bring other business before an annual meeting of stockholders. Advance notice of nominations or proposed business by stockholders gives the board of directors time to consider the qualifications of the proposed nominees, the merits of the proposals and, to

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the extent deemed necessary or desirable by the board of directors, to inform stockholders and make recommendations about those matters.

Stockholder Nominations. A person may not be nominated for election as a director unless that person is nominated by or at the direction of the board of directors or by a stockholder who has given appropriate notice to Sugar Creek Financial before the meeting. Stockholder nominations must be in writing and delivered to the Secretary of Sugar Creek Financial at least 30 days prior to the date of the annual meeting, provided however, that in the event that less than 40 days notice or prior public disclosure of the date of the meeting is given or made, notice by a stockholder of his or her intention to nominate a director must be received not later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure of the annual meeting was made.

Stockholder Proposals. A stockholder may not bring new business before an annual meeting unless the stockholder has given Sugar Creek Financial appropriate notice of its intention to bring that business before the meeting. A stockholder may propose new business at an annual meeting; however, such business must be stated in writing and filed with Sugar Creek Financial’s Secretary at least 30 days before the date of the annual meeting, provided however, that when public notice of the date of the annual meeting is less than 40 days, notice by the stockholder of a proposal must not be received later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was made to the public. Additionally, if such proposal is not presented, in writing, to Sugar Creek Financial’s Secretary at least 30 days prior to such meeting, such nomination or proposal shall be laid over for action at an adjourned, special or annual meeting taking place 30 days or more thereafter. A stockholder who desires to raise new business must provide certain information to Sugar Creek Financial concerning the nature of the new business, the stockholder and the stockholder’s interest in the business matter.

Authorized but Unissued Shares of Capital Stock. Following the offering, we will have authorized but unissued shares of common and preferred stock. Our charter authorizes the board of directors to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms and rights of the series, including voting rights, conversion rates, and liquidation preferences. Although such shares of common and preferred stock could be issued by the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, it is anticipated that such uses will be unlikely given that Sugar Creek MHC must always own a majority of our common stock.

Regulatory Restrictions

Office of Thrift Supervision Regulations. Office of Thrift Supervision regulations provide that for a period of three years following the date of the completion of the offering, no person, acting singly or together with associates in a group of persons acting in concert, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of a class of our equity securities without the prior written approval of the Office of Thrift Supervision. Where any person acquires beneficial ownership of more than 10% of a class of our equity securities without the prior written approval of the Office of Thrift Supervision, the securities beneficially owned by such person in excess of 10% may not be voted by any person or counted as voting shares in connection with any matter submitted to the stockholders for a vote, and will not be counted as outstanding for purposes of determining the affirmative vote necessary to approve any matter submitted to the stockholders for a vote.

Restrictions on Remutualization Transactions. Current Office of Thrift Supervision regulations permit a mutual holding company to be acquired by a mutual institution in a remutualization transaction. However, in June 2003 the Office of Thrift Supervision issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity and raising issues concerning the effect on the mutual members of the acquiring entity. Under certain circumstances, the Office of Thrift Supervision intends to give these issues special scrutiny and reject applications providing for the remutualization of a mutual holding company unless the applicant can clearly demonstrate that the Office of Thrift Supervision’s concerns are not warranted in the particular case. The Office of Thrift Supervision will require empirical data that demonstrates that the minority stockholders are receiving a reasonable value in proportion to their interest in the company. If any of the pricing parameters specified by the Office of Thrift Supervision are exceeded, the Office of Thrift Supervision will consider requiring that the

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transaction be approved by a majority of the votes eligible to be cast by the members of the acquiring mutual and the target mutual holding company without the use of running proxies.

Since the Office of Thrift Supervision policy on remutualization transactions was issued, there has been only two such transactions announced. It is likely that the pricing parameters imposed by the Office of Thrift Supervision policy will make remutualization transactions less attractive to mutual holding companies.

Change in Bank Control Act. The acquisition of 10% or more of our outstanding common stock may trigger the provisions of the Change in Bank Control Act. The Office of Thrift Supervision has also adopted a regulation under the Change in Bank Control Act which generally requires persons who at any time intend to acquire control of a federally chartered savings association or its holding company to provide 60 days prior written notice and certain financial and other information to the Office of Thrift Supervision.

The 60-day notice period does not commence until the information is deemed to be substantially complete. Control for these purposes exists in situations in which the acquiring party has voting control of at least 25% of any class of our voting stock or the power to direct our management or policies. However, under Office of Thrift Supervision regulations, control is presumed to exist where the acquiring party has voting control of at least 10% of any class of our voting securities if specified “control factors” are present. The statute and underlying regulations authorize the Office of Thrift Supervision to disapprove a proposed acquisition on certain specified grounds.

Description of Sugar Creek Financial Capital Stock

The common stock of Sugar Creek Financial will represent nonwithdrawable capital, will not be an account of any type, and will not be insured by the Federal Deposit Insurance Corporation or any other government agency.

General

Sugar Creek Financial is authorized to issue 14,000,000 shares of common stock having a par value of $0.01 per share and 1,000,000 shares of preferred stock having a par value of $0.01 per share. Each share of Sugar Creek Financial’s common stock will have the same relative rights as, and will be identical in all respects with, each other share of common stock. Upon payment of the purchase price for the common stock, as required by the plan of reorganization and stock issuance, all stock will be duly authorized, fully paid and nonassessable. Sugar Creek Financial will not issue any shares of preferred stock in the offering.

Common Stock

Dividends. Sugar Creek Financial can pay dividends if, as and when declared by its board of directors. The payment of dividends by Sugar Creek Financial is limited by law and applicable regulation. See “Our Dividend Policy.” The holders of common stock of Sugar Creek Financial will be entitled to receive and share equally in dividends declared by the board of directors of Sugar Creek Financial. If Sugar Creek Financial issues preferred stock, the holders of the preferred stock may have a priority over the holders of the common stock with respect to dividends.

Voting Rights. After the reorganization, the holders of common stock of Sugar Creek Financial will possess exclusive voting rights in Sugar Creek Financial. They will elect Sugar Creek Financial’s board of directors and act on other matters as are required to be presented to them under federal law or as are otherwise presented to them by the board of directors. Except as discussed in “Restrictions on Acquisition of Sugar Creek Financial and Tempo Bank,” each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. If Sugar Creek Financial issues preferred stock, holders of Sugar Creek Financial preferred stock may also possess voting rights.

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Liquidation. If there is any liquidation, dissolution or winding up of Tempo Bank, Sugar Creek Financial, as the sole holder of Tempo Bank’s capital stock, would be entitled to receive all of Tempo Bank’s assets available for distribution after payment or provision for payment of all debts and liabilities of Tempo Bank, including all deposit accounts and accrued interest. Upon liquidation, dissolution or winding up of Sugar Creek Financial, the holders of its common stock would be entitled to receive all of the assets of Sugar Creek Financial available for distribution after payment or provision for payment of all its debts and liabilities. If Sugar Creek Financial issues preferred stock, the preferred stock holders may have a priority over the holders of the common stock upon liquidation or dissolution.

Preemptive Rights; Redemption. Holders of the common stock of Sugar Creek Financial will not be entitled to preemptive rights with respect to any shares that may be issued. The common stock cannot be redeemed.

Preferred Stock

Sugar Creek Financial will not issue any preferred stock in the offering and it has no current plans to issue any preferred stock after the offering. Preferred stock may be issued with designations, powers, preferences and rights as the board of directors may from time to time determine. The board of directors can, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights that 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.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Registrar and Transfer Company, Cranford, New Jersey.

Registration Requirements

We have registered our common stock with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934, as amended, and will not deregister our common stock for a period of at least three years following the offering. As a result of registration, the proxy and tender offer rules, insider trading reporting and restrictions, annual and periodic reporting and other requirements of that statute will apply.

Legal and Tax Opinions

The legality of our common stock has been passed upon for us by Muldoon Murphy & Aguggia LLP, Washington, D.C. The federal tax consequences of the reorganization and stock offering have been opined upon by Muldoon Murphy & Aguggia LLP and the state tax consequences of the reorganization and stock offering have been opined upon by Michael Trokey & Company, P.C. Muldoon Murphy & Aguggia LLP and Michael Trokey & Company, P.C. have consented to the references to their opinions in this prospectus. Certain legal matters will be passed upon for Keefe, Bruyette & Woods, Inc. by Luse Gorman Pomerenk & Schick, PC, Washington, DC.

Experts

The financial statements of Tempo Bank as of March 31, 2006 and 2005, and for each of the years in the two year period ended March 31, 2006 included in this prospectus and in the registration statement have been audited by Michael Trokey & Company, P.C., St. Louis, Missouri, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion), and has been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

RP Financial has consented to the summary in this prospectus of its report to us setting forth its opinion as to our estimated pro forma market value and to the use of its name and statements with respect to it appearing in this prospectus.

99

Where You Can Find More Information

We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, that registers the common stock offered in the stock offering. This prospectus forms a part of the registration statement. The registration statement, including the exhibits, contains additional relevant information about us and our common stock. The rules and regulations of the Securities and Exchange Commission allow us to omit certain information included in the registration statement from this prospectus. You may read and copy the registration statement at the Securities and Exchange Commission’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Securities and Exchange Commission’s public reference rooms. The registration statement also is available to the public from commercial document retrieval services and at the Internet World Wide Website maintained by the Securities and Exchange Commission at “http://www.sec.gov.”

Sugar Creek Financial has filed an application for approval of the plan of reorganization and stock issuance with the Office of Thrift Supervision. This prospectus omits certain information contained in the application. The application may be inspected, without charge, at the offices of the Office of Thrift Supervision, 1700 G Street, NW, Washington, D.C. 20552 and at the offices of the Regional Director of the Office of Thrift Supervision at the Southeast Regional Office of the Office of Thrift Supervision, 1475 Peachtree Street, N.E., Atlanta, Georgia 30309.

A copy of the plan of reorganization and stock issuance and Sugar Creek Financial’s charter and bylaws are available without charge from Tempo Bank.

The appraisal report of RP Financial has been filed as an exhibit to our registration statement and to our application to the Office of Thrift Supervision. Portions of the appraisal report were filed electronically with the Securities and Exchange Commission and are available on its website as described above. The entire appraisal report is available at the public reference room of the Securities and Exchange Commission and the offices of the Office of Thrift Supervision as described above.

100

Index to Financial Statements of

Tempo Bank

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of September 30, 2006 (unaudited) and March 31, 2006 and 2005	F-2
Statements of Earnings for the Six Months Ended September 30, 2006 and 2005 (unaudited) and for the Years Ended March 31, 2006 and 2005	F-3
Statements of Retained Earnings for the Six Months Ended September 30, 2006 (unaudited) and for the Years Ended March 31, 2006 and 2005	F-4
Statements of Cash Flows for the Six Months Ended September 30, 2006 and 2005 (unaudited) and for the Years Ended March 31, 2006 and 2005	F-5
Notes to Financial Statements	F-6

* * *

All schedules are omitted as the required information either is not applicable or is included in the financial statements or related notes.

Separate financial statements for Sugar Creek Financial have not been included in this prospectus because Sugar Creek Financial has not been incorporated as of the date of this prospectus, has engaged only in organizational activities and has no significant assets, contingent or other liabilities, revenues or expenses.

MICHAEL TROKEY & COMPANY, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

10411 CLAYTON ROAD

ST. LOUIS, MISSOURI 63131

Report of Independent Registered Public Accounting Firm

Audit Committee and Board of Directors

Tempo Bank

Trenton, Illinois

We have audited the accompanying balance sheets of Tempo Bank as of March 31, 2006 and 2005 and the related statements of earnings, retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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 financial statements referred to above present fairly, in all material respects, the financial position of Tempo Bank as of March 31, 2006 and 2005, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

/s/ MICHAEL TROKEY & COMPANY, P.C.

St. Louis, Missouri

May 5, 2006, except for Note 14,

as to which the date is October 23, 2006

F-1

TEMPO BANK

Balance Sheets

September 30, 2006 (Unaudited) and March 31, 2006 and 2005

	September 30, 2006		March 31,
			2006	2005
	(Unaudited)
Assets
Cash and due from banks	$	1,363,012	1,433,796	1,243,322
Federal funds sold		1,391,000	1,381,000	1,000,000
FHLB daily investment		1,650,083	2,295,887	1,106,205
Cash and cash equivalents		4,404,095	5,110,683	3,349,527
Stock in Federal Home Loan Bank of Chicago		2,016,100	2,831,455	2,734,200
Loans receivable, net of allowance for loan losses of $130,000		74,506,921	67,092,183	59,914,696
Premises and equipment, net		890,669	932,791	977,597
Accrued interest receivable:
Securities		4,000	13,666	23,000
Loans receivable		275,524	258,000	195,115
Other assets including prepaid income taxes of $36,933 as of March 31, 2006		103,188	197,414	127,306
Total assets	$	82,200,497	76,436,192	67,321,441
Liabilities and Retained Earnings
Deposits	$	60,270,488	59,456,021	48,747,534
Accrued interest on deposits		230,641	189,340	102,635
Advances from FHLB of Chicago		15,000,000	10,000,000	12,000,000
Advances from borrowers for taxes and insurance		82,030	269,562	228,331
Other liabilities		142,834	148,934	155,583
Accrued income taxes		31,910	—	227,160
Deferred tax liability		397,865	422,865	372,865
Total liabilities		76,155,768	70,486,722	61,834,108
Commitments and contingencies
Retained earnings - substantially restricted		6,044,729	5,949,470	5,487,333
Total liabilities and retained earnings	$	82,200,497	76,436,192	67,321,441

See accompanying notes to financial statements.

F-2

TEMPO BANK

Statements of Earnings

Six Months Ended September 30, 2006 and 2005 (Unaudited)

and Years Ended March 31, 2006 and 2005

	Six Months Ended September 30,				Years Ended March 31,
	2006			2005	2006	2005
	(Unaudited)
Interest income:
Loans receivable	$	2,103,540		1,820,696	3,714,554	3,343,588
Securities		33,099		69,008	109,343	271,475
Other interest-earning assets		79,894		46,352	109,244	42,763
Total interest income		2,216,533		1,936,056	3,933,141	3,657,826
Interest expense:
Deposits		962,479		549,393	1,304,525	923,315
Advances from FHLB		294,729		286,123	529,051	530,484
Total interest expense		1,257,208		835,516	1,833,576	1,453,799
Net interest income		959,325		1,100,540	2,099,565	2,204,027
Provision (credit) for loan losses		(4,452	)	—	17,116	2,042
Net interest income after provision for loan losses		963,777		1,100,540	2,082,449	2,201,985
Noninterest income:
Loan service charges		8,042		18,540	27,302	23,201
Service charges on deposit accounts		41,563		22,576	50,544	57,813
Gain on sale of investment in service bureau		18,491		328,880	345,166	—
Other		5,376		7,330	15,771	13,561
Total noninterest income		73,472		377,326	438,783	94,575
Noninterest expense:
Compensation and benefits		529,119		501,261	1,045,663	946,855
Occupancy expense		43,071		42,317	89,072	86,269
Equipment and data processing		141,887		144,579	292,851	312,719
Federal deposit insurance premiums		3,632		3,314	6,713	7,302
Loss (gain) on foreclosed real estate		—		—	—	(28,316	)
Advertising		27,661		22,946	46,832	34,173
Supplies expense		22,584		14,560	30,796	28,872
Other		111,193		117,510	249,657	238,412
Total noninterest expense		879,147		846,487	1,761,584	1,626,286
Earnings before income taxes		158,102		631,379	759,648	670,274
Income taxes:
Current		87,843		221,982	247,511	302,574
Deferred		(25,000	)	25,000	50,000	(40,000	)
Total income taxes		62,843		246,982	297,511	262,574
Net earnings	$	95,259		384,397	462,137	407,700

See accompanying notes to financial statements.

F-3

TEMPO BANK

Statements of Retained Earnings

Six Months Ended September 30, 2006 (Unaudited)

and Years Ended March 31, 2006 and 2005

	Retained Earnings
Balance at March 31, 2004	$	5,079,633
Net earnings		407,700
Balance at March 31, 2005		5,487,333
Net earnings		462,137
Balance at March 31, 2006		5,949,470
Net earnings (Unaudited)		95,259
Balance at September 30, 2006 (Unaudited)	$	6,044,729

See accompanying notes to financial statements.

F-4

TEMPO BANK

Statements of Cash Flows

Six Months Ended September 30, 2006 and 2005 (Unaudited)

and Years Ended March 31, 2006 and 2005

	Six Months Ended September 30,					Years Ended March 31,
	2006			2005		2006		2005
	(Unaudited)
Cash flows from operating activities:
Net earnings	$	95,259		384,397		462,137		407,700
Adjustments to reconcile net earnings to net cash provided by (used for) operating activities:
Depreciation		44,122		47,697		95,284		107,058
FHLB stock dividends		—		(70,900	)	(97,255	)	(318,700	)
Amortization of deferred loan fees, net		(10,722	)	(5,567	)	(18,579	)	(25,873	)
Provision (credit) for loan losses		(4,452	)	—		17,116		2,042
Loss (gain) on foreclosed real estate		—		—		—		(28,316	)
Decrease (increase) in accrued interest receivable		(7,858	)	(54,008	)	(53,551	)	67,037
Decrease (increase) in other assets		94,226		43,300		(70,108	)	10,452
Increase (decrease) in:
Accrued interest on deposits		41,301		51,111		86,705		(2,566	)
Other liabilities		(6,100	)	11,195		(6,649	)	40,277
Accrued income taxes		31,910		(68,531	)	(227,160	)	227,160
Deferred income tax liability		(25,000	)	25,000		50,000		(40,000	)
Net cash provided by operating activities		252,686		363,694		237,940		446,271
Cash flows from investing activities:
Net change in loans receivable		(7,399,564	)	(3,571,765	)	(7,176,024	)	(6,399,755	)
Redemption of FHLB stock		815,355		—		—		3,309,800
Proceeds from sale of foreclosed real estate, net		—		—		—		181,727
Purchase of premises and equipment		(2,000	)	(12,888	)	(50,478	)	(54,789	)
Net cash provided by (used for) investing activities		(6,586,209	)	(3,584,653	)	(7,226,502	)	(2,963,017	)
Cash flows from financing activities:
Net increase (decrease) in deposits		814,467		4,329,749		10,708,487		(351,378	)
Increase (decrease) in advances from borrowers for taxes and insurance		(187,532	)	(102,533	)	41,231		39,122
Proceeds from advances from FHLB		5,000,000		2,000,000		2,000,000		6,500,000
Repayment of advances from FHLB		—		—		(4,000,000	)	(4,500,000	)
Net cash provided by (used for) financing activities		5,626,935		6,227,216		8,749,718		1,687,744
Net increase (decrease) in cash and cash equivalents		(706,588	)	3,006,257		1,761,156		(829,002	)
Cash and cash equivalents at beginning of period		5,110,683		3,349,527		3,349,527		4,178,529
Cash and cash equivalents at end of period	$	4,404,095		6,355,784		5,110,683		3,349,527
Supplemental disclosures-cash paid during the period for:
Interest on deposits and advances from FHLB	$	1,320,184		891,625		1,754,276		1,450,707
Federal and state income taxes		19,000		290,513		511,604		26,948
Real estate and repossessions acquired in settlement of loans	$	—		—		—		—

See accompanying notes to financial statements.

F-5

TEMPO BANK

Notes to Financial Statements

September 30, 2006 (Unaudited) and March 31, 2006 and 2005

and Six Months Ended September 30, 2006 and 2005 (Unaudited)

and Years Ended March 31, 2006 and 2005

(1) Summary of Significant Accounting Policies

The following comprise the significant accounting policies which Tempo Bank (“Bank”) follows in preparing and presenting its financial statements:

a. For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, federal funds sold and interest-bearing funds in other banks with original maturities of three months or less. Interest-bearing funds in other banks were $3,041,083, $3,676,887 and $2,106,205 at September 30, 2006, March 31, 2006 and 2005, respectively.

b. Stock in Federal Home Loan Bank of Chicago (“FHLBC”) is recorded at cost, which represents historical redemption value. On October 18, 2005, the Board of Directors of the FHLBC temporarily discontinued redemptions of “voluntary stock”. Voluntary stock is stock held by members in excess of the amount required as a condition of membership or for borrowings from the FHLBC. Redemptions of voluntary stock resumed in June 2006. Dividends will continue to require approval by the Federal Housing Finance Board (“FHFB”). In addition, the FHLBC entered into an amendment to its written agreement with the FHFB to maintain a minimum total capital level equal to the October 18, 2005 balance, and to provide that no stock will be redeemed if the transaction would cause the FHLBC to fail to meet any of its minimum capital requirements. The Bank may redeem voluntary stock in the future when permitted by the FHLBC.

c. Loans receivable, net are carried at unpaid principal balances, less allowance for losses, net deferred loan fees and loans in process. Loan origination and commitment fees and certain direct loan origination costs are deferred and amortized to interest income over the contractual life of the loan using the interest method.

d. Specific valuation allowances are established for impaired loans for the difference between the loan amount and the fair value of collateral less estimated selling costs. The Bank considers a loan to be impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement on a timely basis. Such loans are placed on nonaccrual status at the point deemed uncollectible. Impairment losses are recognized through an increase in the allowance for loan losses. A loan is considered delinquent when a payment has not been made by the contractual due date.

e. Allowance for losses is available to absorb losses incurred on loans receivable and represents additions charged to expense, less net charge-offs. Loans are charged-off in the period deemed uncollectible. Recoveries of loans previously charged-off are recorded when received. In determining the allowance for losses to be maintained, management evaluates current economic conditions, past loss and collection experience, fair value of the underlying collateral and risk characteristics of the loan portfolio. Management believes that all known and inherent losses in the loan portfolio that are probable and reasonable to estimate have been recorded as of each balance sheet date.

F-6

TEMPO BANK

Notes to Financial Statements

f. Premises and equipment, net are carried at cost, less accumulated depreciation. Depreciation of premises and equipment is computed using the straight-line method based on the estimated useful lives of the related assets. Estimated lives are fifteen to forty years for the office buildings and improvements and three to ten years for furniture and equipment.

g. Foreclosed real estate held for sale is carried at the lower of cost or fair value less estimated selling costs. Costs relating to improvement of foreclosed real estate are capitalized. Allowance for losses is available when necessary to absorb losses incurred on foreclosed real estate and represents additions charged to expense, less net gains or losses. In determining the allowance for losses to be maintained, management evaluates current economic conditions, fair value of the underlying collateral and risk characteristics of foreclosed real estate held for sale. Foreclosed assets also include properties for which the Bank has taken physical possession, even though formal foreclosure proceedings have not taken place.

h. Interest on securities and loans receivable is accrued as earned. Interest on loans receivable deemed uncollectible is excluded from income until collected. When a loan is classified as nonaccrual, accrued interest is reversed against current income. Subsequent collection of interest on nonaccrual loans is recorded as income when received or applied to reduce the loan balance. Accrual of interest is resumed on previously classified nonaccrual loans, when there is no longer any reasonable doubt as to the timely collection of interest.

i. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that will more likely than not be realized. Income tax expense is the tax payable or refundable for the period plus or minus the net change in the deferred tax assets and liabilities.

j. The following paragraphs summarize recent accounting pronouncements:

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004) (SFAS No. 123(R)). “Share-Based Payment.” SFAS No. 123(R) requires all entities to recognize compensation expense equal to the fair value of share-based payments such as stock options granted to employees. SFAS No. 123(R) is effective for the first interim period after the effective date of the Conversion and Reorganization (see Note 13). The effect on future operations will depend on the level of future option grants, vesting period of such options and fair value of options granted at such future dates.

In March 2005, the Securities and Exchange Commission (“SEC”) issued SEC Staff Accounting Bulletin No. 107 (SAB 107), which expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public entities. The Bank will consider the guidance provided by SAB 107 as part of its adoption of SFAS No. 123(R).

In December 2005, the FASB issued FSP SOP 94-6-1, “Terms of Loan Products That May Give Rise to a Concentration of Credit Risk.” The FSP expands the reporting requirements under SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” for loan products that are determined to represent a concentration of credit risk, including contractual features where repayments are less than the repayments for fully amortizing loans of an equivalent term and high

F-7

TEMPO BANK

Notes to Financial Statements

loan-to-value ratios. The guidance in this FSP is generally effective for interim and annual periods ending after December 19, 2005. On occasion, the Bank originates single-family loans with high loan to value ratios exceeding 90 percent. The Bank does not consider the level of such loans to be a significant concentration of credit risk as of the balance sheet dates presented within the financial statements.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140.” SFAS No. 155 amends FASB Statements No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” The Statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Bank does not expect SFAS No. 155 to have a material impact on the Bank’s financial position or results of operation.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140.” SFAS No. 156 amends FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” with respect to the accounting for separately recognized servicing assets and servicing liabilities. Statement No. 156 is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Bank does not expect SFAS No. 156 to have a material impact on the Bank’s financial position or results of operation.

In June 2006, the FASB issued FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB No. 109”. This Interpretation prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, accounting for interim periods and transition. This interpretation is effective for fiscal years beginning after December 15, 2006. The Bank is currently assessing the impact of the Interpretation on its financial statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, which requires an entity to recognize the over funded or under funded status of a defined benefit pension or other postretirement plan (other than a multiemployer plan) as an asset or liability in its balance sheet and to recognize changes in that funded status in the year in which the changes occur though comprehensive income. SFAS No. 158 also requires an entity to measure the funded status of a plan as of a balance sheet date, with limited exceptions. SFAS No. 158 amends SFAS Nos. 87, 106 and 132 (revised) as well as other accounting literature and is effective for the Bank’s fiscal year ending March 31, 2007. Public entities are required to initially recognize the funded status of a defined benefit plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. SFAS No. 158 will not change the accounting for the Bank’s multiemployer plan.

(2) Risks and Uncertainties

The Bank is a community oriented financial institution that provides traditional financial services within the areas it serves. The Bank is engaged primarily in the business of attracting deposits from the general public and using these funds to originate one- to four-family residential mortgage loans located in the Clinton, St. Clair, Madison and Bond County, Illinois area.

F-8

TEMPO BANK

Notes to Financial Statements

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions which affect the reported amounts of assets and liabilities as of the balance sheet dates and income and expenses for the periods covered. Actual results could differ significantly from these estimates and assumptions.

The Bank’s operations are affected by interest rate risk, credit risk, market risk and regulations by the Office of Thrift Supervision (“OTS”). The Bank is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice more rapidly, or on a different basis, than its interest-earning assets. The Bank uses a net market value methodology provided by an outside consulting firm to measure its interest rate risk exposure. This exposure is a measure of the potential decline in the net portfolio value of the Bank based upon the effect of an increase or decrease in interest rates in 100 basis point increments. Net portfolio value is the expected net cash flows from the institution’s assets, liabilities and off-balance sheet contracts. Credit risk is the risk of default on the Bank’s loan portfolio that results from inability or unwillingness of borrowers to make contractually required payments. Market risk reflects changes in the value of collateral underlying loans receivable and the valuation of real estate held by the Bank.

The Bank is subject to periodic examination by regulatory agencies that may require the Bank to record increases in the allowances based on their evaluation of available information. There can be no assurance that the Bank’s regulators will not require further increases to the allowances.

(3) Loans Receivable, Net

Loans receivable, net are summarized as follows:

	September 30, 2006			March 31,
				2006		2005
	(Unaudited)
Real estate loans:
Single-family loans, 1- 4 units	$	66,119,387		60,275,292		53,206,603
Multi-family		1,124,620		1,010,835		1,054,938
Commercial real estate		1,455,884		536,383		942,093
Land		1,434,561		926,845		730,182
Automobile loans		2,740,210		2,497,427		1,939,528
Home equity loans		1,462,789		1,401,660		1,342,501
Loans secured by deposit accounts		416,970		682,493		930,128
		74,754,421		67,330,935		60,145,973
Allowance for losses		(130,000	)	(130,000	)	(130,000	)
Deferred loan fees, net		(117,500	)	(108,752	)	(101,277	)
	$	74,506,921		67,092,183		59,914,696
Weighted-average rate		5.88	%	5.78	%	5.86	%

Balloon and adjustable-rate loans in the loan portfolio amounted to $35,590,840 at September 30, 2006 and $32,378,672 and $28,144,483 at March 31, 2006 and 2005, respectively.

F-9

TEMPO BANK

Notes to Financial Statements

Following is a summary of activity in allowance for losses:

	Six Months Ended September 30,				Years Ended March 31,
	2006			2005	2006		2005
	(Unaudited)
Balance, beginning of year	$	130,000		130,000	130,000		130,000
Loan charge-offs		(10,553	)	—	(17,116	)	(2,042	)
Recoveries		15,005		—	—		—
Provision charged to expense		(4,452	)	—	17,116		2,042
Balance, end of year	$	130,000		130,000	130,000		130,000

There were no impaired loans under SFAS No. 114 at September 30, 2006, March 31, 2006 or 2005.

Following is a summary of loans to directors and executive officers are summarized as follows:

	September 30, 2006			March 31, 2006
	(Unaudited)
Balance, beginning of period	$	495,072		491,906
Additions		828,000		49,500
Repayments		(165,290	)	(46,334	)
Balance, end of period	$	1,157,782		495,072

These loans were made on substantially the same terms as those prevailing at the time for comparable transactions with unaffiliated persons.

Following is a summary of nonperforming loans:

	September 30, 2006		March 31,
			2006	2005
	(Unaudited)
Nonaccrual loans	$	891,161	804,879	288,665
Accruing loans past due 90 days or more		—	—	—
Total nonperforming loans	$	891,161	804,879	288,665
Allowance for losses on nonperforming loans	$	89,100	80,488	28,867
Nonperforming loans with no allowance	$	—	—	—
Average balance of nonperforming loans	$	884,993	675,000	288,665

F-10

TEMPO BANK

Notes to Financial Statements

If interest on nonaccrual loans had been accrued, such income would have been $29,323 for the six months ended September 30, 2006 and $55,927 for the year ended March 31, 2006. Interest income recognized on nonaccrual loans amounted to $34,790 for the six months ended September 30, 2006 and $56,748 for the year ended March 31, 2006.

(4) Premises and Equipment, Net

Premises and equipment, net are summarized as follows:

	September 30, 2006		March 31,
			2006	2005
	(Unaudited)
Land	$	243,041	243,041	243,041
Office buildings and improvements		1,186,181	1,186,181	1,177,790
Furniture and equipment		557,407	630,432	733,729
		1,986,629	2,059,654	2,154,560
Less accumulated depreciation		1,095,960	1,126,863	1,176,963
	$	890,669	932,791	977,597

(5) Foreclosed Real Estate Held for Sale, Net

Activity in the allowance for loss on foreclosed real estate held for sale consists of a gain on sale of $28,316 for the year ended March 31, 2005.

(6) Deposits

Deposits are summarized as follows:

F-11

TEMPO BANK

	September 30, 2006		March 31,
Description and interest rate			2006	2005
	(Unaudited)
Non-interest bearing NOW accounts	$	2,199,240	2,202,839	1,673,655
NOW accounts, .55%, .83% and 1.00%		4,309,641	5,114,547	6,519,824
Savings accounts, 1.00%		7,963,970	8,279,366	8,554,030
Money market accounts, 1.96%, 1.45% and 1.45%		1,601,978	1,233,756	2,258,107
Total transaction accounts		16,074,829	16,830,508	19,005,616
Certificates:
1.01 - 2.00%		2,856,115	4,298,125	10,748,686
2.01 - 3.00%		1,212,672	2,291,971	7,552,424
3.01 - 4.00%		9,401,143	15,193,839	10,318,810
4.01 - 5.00%		20,125,858	20,301,216	279,117
5.01 - 6.00%		10,599,871	540,362	823,186
6.01 - 7.00%		—	—	19,695
Total certificates, 4.34%, 3.86% and 2.73%		44,195,659	42,625,513	29,741,918
Total deposits, 3.41%, 3.01% and 2.04%	$	60,270,488	59,456,021	48,747,534

Notes to Financial Statements

Certificate maturities are summarized as follows:

	September 30, 2006		March 31,
			2006	2005
	(Unaudited)
First year	$	36,890,535	24,923,764	16,770,603
Second year		5,066,124	14,431,423	6,985,130
Third year		2,060,293	2,648,908	3,500,222
Fourth year		131,855	549,233	2,176,769
Fifth year		46,852	72,185	309,194
	$	44,195,659	42,625,513	29,741,918

The aggregate amount of transaction accounts and certificates in denominations of $100,000 or more at September 30, 2006 were $2,718,945 and $7,110,630, respectively. The aggregate amount of transaction accounts and certificates in denominations of $100,000 or more at March 31, 2006 were $2,244,106 and $8,005,169, respectively. The aggregate amount of transaction accounts and certificates in denominations of $100,000 or more at March 31, 2005 were $3,596,428 and $4,955,283, respectively. Generally, deposits in excess of $100,000 are not Federally insured:

F-12

TEMPO BANK

Interest on deposits is summarized as follows:

	Six Months Ended September 30,			Years Ended March 31,
	2006		2005	2006	2005
	(Unaudited)
NOW accounts	$	14,989	29,900	56,011	64,154
Savings accounts		40,220	42,540	82,981	92,700
Money market accounts		10,332	15,065	19,949	27,545
Certificates accounts		896,938	461,888	1,145,584	738,916
	$	962,479	549,393	1,304,525	923,315

(7) Advances from FHLB of Chicago

Advances from FHLB of Chicago are summarized as follows:

		September 30, 2006			March 31,
Maturity	Interest Rate				2006		2005
		(Unaudited)
Daily	5.62%	$	5,000,000		—		—
October 10, 2005	4.30%		—		—		2,000,000
October 10, 2006	4.60%		2,000,000		2,000,000		2,000,000
October 12, 2007	3.44%		3,000,000		3,000,000		3,000,000
February 13, 2008	5.10%		5,000,000		5,000,000		5,000,000
		$	15,000,000		10,000,000		12,000,000
Weighted-average rate			4.92	%	4.56	%	4.47	%

Notes to Financial Statements

At September 30, 2006 advances from FHLB were secured by FHLB stock and mortgage loans of $48,437,000. At March 31, 2006 advances from FHLB were secured by FHLB stock and mortgage loans of $45,572,000.

(8) Income Taxes

The Bank used the experience method bad debt deduction for all periods covered by the financial statements. The Bank’s tax bad debt reserves at September 30, 2006 and March 31, 2006 were approximately $888,000. The estimated deferred tax liability on such amount is approximately $302,000, which has not been recorded in the accompanying financial statements. If these tax bad debt reserves are used for other than loan losses, the amount used will be subject to Federal income taxes at the then prevailing corporate rate.

The provision for income taxes differs from the Federal statutory corporate tax rate as follows:

F-13

TEMPO BANK

	Percentage of earnings before income taxes
	Six Months Ended September 30,				Years Ended March 31,
	2006		2005		2006		2005
	(Unaudited)
Federal statutory income tax rate	34.0	%	34.0	%	34.0	%	34.0	%
Increases (decreases) in tax rate:
State taxes, net of Federal tax benefit	3.9		4.2		4.2		4.8
Other, net	1.8		0.9		1.0		0.4
Tax rate	39.7	%	39.1	%	39.2	%	39.2	%

The components of the net deferred tax liability are summarized as follows:

	September 30, 2006			March 31,
				2006		2005
	(Unaudited)
Deferred tax liabilities:
FHLB stock dividends	$	129,548		129,548		100,588
Deferred loan costs		6,785		7,382		8,573
Tax over book depreciation		225,636		241,132		251,456
Accrued income and expense		86,596		95,503		62,948
Total deferred tax liabilities		448,565		473,565		423,565
Deferred tax asset -
Allowance for losses on loans		(50,700	)	(50,700	)	(50,700	)
Net deferred tax liability	$	397,865		422,865		372,865

Income taxes are summarized as follows:

F-14

TEMPO BANK

Notes to Financial Statements

	Six Months Ended September 30,				Years Ended March 31
	2006			2005	2006	2005
	(Unaudited)
Current:
Federal	$	73,525		184,826	206,076	254,910
State		14,318		37,156	41,435	47,664
		87,843		221,982	247,511	302,574
Deferred:
Federal		(20,000	)	21,500	43,000	(36,000	)
State		(5,000	)	3,500	7,000	(4,000	)
		(25,000	)	25,000	50,000	(40,000	)
Total income taxes	$	62,843		246,982	297,511	262,574

(9) Employee Benefits

The Bank participates in an industry-wide retirement plan, which covers substantially all employees. Since this is a multiemployer plan, the plan’s administrators are unable to determine the actuarial present value of benefits attributable to the Bank’s participants. The unfunded pension liability of the Bank was approximately $479,000, $612,000 and $504,000 at June 30, 2006 (the most recent report available), June 30, 2005 and June 30, 2004, respectively. Pension expense was $129,358 and $131,918 for the six months ended September 30, 2006 and 2005, respectively, and $243,216 and $182,692 for the years ended March 31, 2006 and 2005, respectively.

The Bank has a defined contribution plan which covers substantially all employees. Participants may contribute up to 20% of salary, subject to Internal Revenue Code limitations. The Bank matches the employee contribution, up to 4% of salary. Participants are fully vested after four years of service. Plan expense was $12,118 and $11,520, respectively for the six months ended September 30, 2006 and 2005 and $21,482 and $20,840 for the years ended March 31, 2006 and 2005, respectively.

(10) Retained Earnings and Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in 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, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to quantitative judgments by the regulators about components, risk-weightings and other factors. At September 30, 2006, the Bank met all capital adequacy requirements. The Bank is also subject to the regulatory framework for prompt corrective action. The most recent notification from the regulatory agencies categorized the Bank as well capitalized. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the aforementioned notifications that management believes have changed the Bank’s category.

F-15

TEMPO BANK

Notes to Financial Statements

The Bank’s actual and required capital amounts and ratios at September 30, 2006 (Unaudited) are as follows:

					Minimum Required
	Actual				for Capital Adequacy				to be “Well Capitalized”
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in Thousands)
Retained earnings-tangible capital	$	6,045	7.4	%	$	1,233	1.5	%
General valuation allowance		130
Total capital to risk-weighted assets	$	6,175	14.0	%	$	3,530	8.0	%	$	4,412	10.0	%
Tier 1 capital to risk-weighted assets	$	6,045	13.7	%	$	1,765	4.0	%	$	2,647	6.0	%
Tier 1 capital to total assets	$	6,045	7.4	%	$	3,288	4.0	%	$	4,110	5.0	%

The Bank’s actual and required capital amounts and ratios at March 31, 2006 are as follows:

					Minimum Required
	Actual				for Capital Adequacy				to be “Well Capitalized”
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in Thousands)
Retained earnings-tangible capital	$	5,949	7.8	%	$	1,145	1.5	%
General valuation allowance		130
Total capital to risk-weighted assets	$	6,079	15.6	%	$	3,110	8.0	%	$	3,888	10.0	%
Tier 1 capital to risk-weighted assets	$	5,949	15.3	%	$	1,555	4.0	%	$	2,333	6.0	%
Tier 1 capital to total assets	$	5,949	7.8	%	$	3,052	4.0	%	$	3,816	5.0	%

F-16

TEMPO BANK

Notes to Financial Statements

The Bank’s actual and required capital amounts and ratios at March 31, 2005 are as follows:

					Minimum Required
	Actual				for Capital Adequacy				to be “Well Capitalized”
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in Thousands)
Retained earnings-tangible capital	$	5,487	8.2	%	$	1,009	1.5	%
General valuation allowance		130
Total capital to risk-weighted assets	$	5,617	16.4	%	$	2,749	8.0	%	$	3,436	10.0	%
Tier 1 capital to risk-weighted assets	$	5,487	16.0	%	$	1,374	4.0	%	$	2,061	6.0	%
Tier 1 capital to total assets	$	5,487	8.2	%	$	2,691	4.0	%	$	3,363	5.0	%

(11) 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 generally include commitments to originate mortgage loans. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The Bank’s maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount and related accrued interest receivable of those instruments. The Bank minimizes this risk by evaluating each borrower’s creditworthiness on a case-by-case basis. Generally, collateral held by the Bank consists of a first or second mortgage on the borrower’s property. Commitments at September 30, 2006 to originate balloon and adjustable-rate mortgage loans and fixed-rate mortgage loans were $0 and $220,000, respectively, generally expiring in 60 days or less. The fixed-rate commitment was issued at an interest rate of 6.25%.

(12) Contingencies

At September 30, 2006 and March 31, 2006, there were no known pending litigation or other claims that management believes will be material to the Bank’s financial position.

(13) Fair Value of Financial Instruments

The following methods and assumptions were used in estimating the fair values shown below:

• Cash and cash equivalents are valued at their carrying amounts due to the relatively short period to maturity of the instruments.

• Stock in FHLB of Chicago is valued at cost, which represents historical redemption value and approximates fair value.

• Fair values are computed for each loan category using market spreads to treasury securities for similar existing loans in the portfolio and management’s estimates of prepayments.

• The carrying amounts of accrued interest receivable and payable approximate fair value.

• Deposits with no defined maturities, such as NOW accounts, savings accounts and money market deposit accounts, are valued at the amount payable on demand at the reporting date.

• The fair values of certificates of deposit and advances from FHLB are computed at fixed spreads to treasury securities with similar maturities.

F-17

TEMPO BANK

Notes to Financial Statements

	September 30, 2006 (Unaudited)			March 31, 2006		March 31, 2005
	Carrying Amount		Fair Value	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Non-trading instruments and nonderivatives:
Cash and cash equivalents	$	4,404,095	4,404,095	5,110,683	5,110,683	3,349,527	3,349,527
Stock in FHLB		2,016,100	2,013,000	2,831,455	2,825,000	2,734,200	2,729,000
Loans receivable, net		74,506,921	75,262,000	67,092,183	67,008,000	59,914,696	58,824,000
Accrued interest receivable		279,524	279,524	271,666	271,666	218,115	218,115
Deposits		60,270,488	58,709,000	59,456,021	57,545,000	48,747,534	47,221,000
Accrued interest on deposits		230,641	230,641	189,340	189,340	102,635	102,635
Advances from FHLB	$	15,000,000	14,935,000	10,000,000	9,887,000	12,000,000	11,930,000

Off-balance sheet assets include commitments to extend credit and unused lines of credit for which fair values were estimated based on interest rates and fees currently charged to enter into similar transactions. As a result of the short-term nature of the outstanding commitments, the fair values of those commitments are considered immaterial to the Bank’s financial condition.

(14) Subsequent Event – Plan of Conversion and Reorganization

The Board of Directors of the Bank unanimously adopted a Plan of Reorganization and Stock Issuance (“the Plan of Reorganization”) on October 23, 2006 pursuant to which, the Bank will (i) convert to a stock savings bank (the “Stock Bank”) as the successor to the Bank in its current mutual form; (ii) organize Sugar Creek Financial Corp., a stock holding company as a federally chartered corporation, which will own 100% of the common stock of the Stock Bank; and (iii) organize Sugar Creek MHC, a mutual holding company as a federally chartered mutual holding company, which will own at least 51% of the common stock of Sugar Creek Financial so long as Sugar Creek MHC remains in existence. The Stock Bank will succeed to the business and operations of the Bank in its mutual form and Sugar Creek Financial will sell a minority interest in its common stock in a public stock offering.

The Plan of Reorganization must be approved by the Office of Thrift Supervision and by the Bank’s members.

Following the completion of the reorganization, all members who had membership or liquidation rights with respect to the Bank as of the effective date of the reorganization will continue to have such rights solely with respect to Sugar Creek MHC so long as they continue to hold deposit accounts and/or loans with the Bank. In addition, all persons who become depositors of the Bank subsequent to the reorganization will have such membership and liquidation rights with respect to Sugar Creek MHC.

Reorganization costs have been deferred and will be deducted from the proceeds of the shares sold in the reorganization. If the conversion is not completed, all costs will be charged to expense. At September 30, 2006, $25,368 (unaudited) of reorganization costs had been incurred and deferred.

F-18

You should rely only on the information contained in this prospectus. Neither Tempo Bank nor Sugar Creek Financial Corp. has authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered by this prospectus to any person or in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation in those jurisdictions. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock.

(Holding Company for Tempo Bank)

491,625 Shares

(Anticipated Maximum, Subject to Increase)

COMMON STOCK

Prospectus

Keefe, Bruyette & Woods

                        , 2007

Until                         , 2007, or 90 days after commencement of the syndicated community offering, if any, whichever is later, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus when acting as underwriters and with respect to their unsold allotments of subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

Article XII of the Registrant’s bylaws provide:

The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Subsidiary Holding Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

Generally, federal law provides indemnity coverage for:

(a) Any person against whom any action is brought or threatened because that person is or was a director or officer of the association, for:

(i) Any amount for which that person becomes liable under a judgment in such action; and

(ii) Reasonable costs and expenses, including reasonable attorneys’ fees, actually paid or incurred by that person in defending or settling such action, or in enforcing his or her rights under this section if he or she attains a favorable judgment in such enforcement action.

(b) Indemnification shall be made to such person only if:

(i) Final judgment on the merits is in his or her favor; or

(ii) In case of:

a. Settlement;

b. Final judgment against him or her; or

c. Final judgment in his or her favor, other than on the merits, if a majority of the disinterested directors of the savings association determine that he or she was acting in good faith within the scope of his or her employment or authority as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interests of the savings association or its members.

However, no indemnification shall be made unless the association gives the Office of Thrift Supervision at least 60 days’ notice of its intention to make such indemnification. No such indemnification shall be made if the Office of Thrift Supervision advises the association in writing, within such notice period, of its objection thereto.

II-1

(c) As used in this paragraph:

(i) “Action” means any judicial or administrative proceeding, or threatened proceeding, whether civil, criminal, or otherwise, including any appeal or other proceeding for review.

(ii) “Court” includes, without limitation, any court to which or in which any appeal or any proceeding for review is brought.

(iii) “Final judgment” means a judgment, decree or order which is not appealable or as to which the period for appeal has expired with no appeal taken.

(iv) “Settlement” includes the entry of a judgment by consent or confession or a plea of guilty or of nolo contendere.

II-2

Item 25. Other Expenses of Issuance and Distribution.

SEC filing fee (1)	$	605
OTS filing fee		14,400
NASD filing fee (1)		1,066
Blue Sky Fees and Expenses		20,000
Edgar, printing, postage and mailing		80,000
Legal fees and expenses (including marketing firm’s counsel fees)		225,000
Accounting fees and expenses		85,000
Appraiser’s fees and expenses		30,000
Business Plan fees and expenses		16,000
Marketing firm expenses		120,000
Conversion agent fees and expenses		12,000
Transfer agent and registrar fees and expenses		15,000
Certificate printing		2,000
Miscellaneous		8,929
TOTAL	$	630,000

(1) Estimated expenses based on the registration of 565,369 shares at $10.00 per share.

Item 26. Recent Sales of Unregistered Securities.

None.

II-3

Item 27. Exhibits.

The exhibits filed as a part of this Registration Statement are as follows:

(a) List of Exhibits (filed herewith unless otherwise noted)

1.1	Engagement Letter between Tempo Bank and Keefe Bruyette & Woods, Inc.*
1.2	Form of Agency Agreement
2.0	Plan of Reorganization and Stock Issuance (including the proposed Federal Charters and Bylaws of Tempo Bank, Sugar Creek Financial Corp. and Sugar Creek MHC)*
3.1	Charter of Sugar Creek Financial Corp. (included in Exhibit 2.0)
3.2	Bylaws of Sugar Creek Financial Corp.
4.0	Specimen Stock Certificate of Sugar Creek Financial Corp.*
5.0	Opinion of Muldoon Murphy & Aguggia LLP re: Legality
8.1	Opinion of Muldoon Murphy & Aguggia LLP re: Federal Tax Matters
8.2	Opinion of Michael Trokey & Company, P.C. re: State Tax Matters
10.1	Form of Tempo Bank Employee Stock Ownership Plan and Trust*
10.2	Form of ESOP Loan Commitment Letter and ESOP Loan Documents*
10.3	Form of Sugar Creek Financial Corp. Employment Agreement
10.4	Form of Tempo Bank Employment Agreement
10.5	Form of Tempo Bank Employee Severance Compensation Plan
10.6	Tempo Bank Employees’ Savings and Profit Sharing Plan and Trust
23.1	Consent of Muldoon Murphy & Aguggia LLP (contained in Exhibits 5.0 and 8.1)
23.2	Consent of Michael Trokey & Company, P.C.
23.3	Consent of RP Financial, LC.*
24.0	Powers of Attorney*
99.1	Appraisal Report of RP Financial, LC. (P)*
99.2	Marketing Materials
99.3	Subscription Order Form and Instructions

(P) The supporting exhibits and financial schedules are filed in paper format pursuant to Rule 202 and Rule 311 of Regulation S-T.

* Previously filed.

II-4

Item 28. Undertakings.

The small business issuer will:

(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities Act.

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in the 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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

The small business issuer will provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or

II-5

otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer 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 small business issuer 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.

The small business issuer hereby undertakes that:

(1) For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430(A) and contained in a form of prospectus filed by the small business issuer pursuant to Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.

(2) For determining any liability under the Securities Act , treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

II-6

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Trenton, State of Illinois, on January 30, 2007.

SUGAR CREEK FINANCIAL CORP.
By:	/s/ Robert J. Stroh, Jr.
	Robert J. Stroh, Jr.
	Chairman of the Board, Chief Executive Officer and Chief Financial Officer (duly authorized representative)

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Name	Title	Date
/s/ Robert J. Stroh, Jr.	Chairman of the Board,	January 30, 2007
Robert J. Stroh, Jr.	Chief Executive Officer and Chief Financial Officer (principal executive, principal financial, and principal accounting officer)
/s/ Francis J. Eversman	President, Chief Operating Officer and Director	January 30, 2007
Francis J. Eversman
*	Director	January 30, 2007
Timothy W. Deien
*	Director	January 30, 2007
Timothy P. Fleming
*	Director	January 30, 2007
Daniel S. Reilly
*	Director	January 30, 2007
Gary R. Schwend
*  Pursuant to the Powers of Attorney filed as Exhibit 24 to the Registration Statement on Form SB-2 for Sugar Creek Financial Corp. on December 14, 2006.
/s/ Robert J. Stroh, Jr.		January 30, 2007
Robert J. Stroh, Jr.
Chairman of the Board,
Chief Executive Officer and Chief Financial Officer

TABLE OF CONTENTS

List of Exhibits (filed herewith unless otherwise noted)

1.1	Engagement Letter between Tempo Bank and Keefe Bruyette & Woods, Inc.*
1.2	Form of Agency Agreement
2.0	Plan of Reorganization and Stock Issuance (including the proposed Federal Charters and Bylaws of Tempo Bank, Sugar Creek Financial Corp. and Sugar Creek MHC)*
3.1	Charter of Sugar Creek Financial Corp. (Included in Exhibit 2.0)
3.2	Bylaws of Sugar Creek Financial Corp.
4.0	Specimen Stock Certificate of Sugar Creek Financial Corp.*
5.0	Opinion of Muldoon Murphy & Aguggia LLP re: Legality
8.1	Opinion of Muldoon Murphy & Aguggia LLP re: Federal Tax Matters
8.2	Opinion of Michael Trokey & Company, P.C. re: State Tax Matters
10.1	Form of Tempo Bank Employee Stock Ownership Plan and Trust*
10.2	Form of ESOP Loan Commitment Letter and ESOP Loan Documents*
10.3	Form of Sugar Creek Financial Corp. Employment Agreement
10.4	Form of Tempo Bank Employment Agreement
10.5	Form of Tempo Bank Employee Severance Compensation Plan
10.6	Tempo Bank Employees’ Savings and Profit Sharing Plan and Trust
23.1	Consent of Muldoon Murphy & Aguggia LLP (contained in Exhibits 5.0 and 8.1)
23.2	Consent of Michael Trokey & Company, P.C.
23.3	Consent of RP Financial, LC.*
24.0	Powers of Attorney*
99.1	Appraisal Report of RP Financial, LC. (P)*
99.2	Marketing Materials
99.3	Subscription Order Form and Instructions

(P) The supporting exhibits and financial schedules are filed in paper format pursuant to Rule 202 and Rule 311 of Regulation S-T.

* Previously filed.

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EX-1.2

Exhibit 1.2

SUGAR CREEK FINANCIAL CORP.

(a federal stock corporation in formation)

up to 491,625 Shares

(subject to increase up to 565,369 shares)

COMMON SHARES

($.01 Par Value)

Subscription Price $10.00 Per Share

AGENCY AGREEMENT

February     , 2007

Keefe, Bruyette & Woods, Inc.

211 Bradenton Drive

Dublin, Ohio 43017-5034

Ladies and Gentlemen:

Sugar Creek, MHC, a federal mutual holding company in formation (the “MHC”), Sugar Creek Financial Corp., a federal corporation in formation (the “Company”), and Tempo Bank, a federal savings bank located in Trenton, Illinois, (the “Bank” and includes references to the Bank in mutual or stock form, as indicated by context), the deposit accounts of which are insured by the Federal Deposit Insurance Corporation (“FDIC”), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (the “Agent”). As of the date hereof, each of the MHC and the Company are in formation. Accordingly, the Bank hereby agrees to cause the MHC and the Company to duly ratify, sign and deliver this Agreement upon completion of their formation at or prior to the Closing Date as follows:

Section 1. The Offering. The Bank, in accordance with its plan of reorganization adopted by its Board of Directors (the “Plan”), intends to reorganize from a federally-chartered mutual savings bank into the mutual holding company structure, and issue all of its issued and outstanding capital stock to the Company (collectively, these transactions are referred to herein as the “Reorganization”). The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”), except as such rules and regulations are waived by the OTS. Pursuant to the Plan, the Company will offer and sell up to 491,625 shares (subject to increase up to 565,369) of its common stock, $.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2005 (“Eligible Account Holders”), (2) the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of December 31, 2006 (“Supplemental Eligible Account Holders”), and (4) Depositors of the Bank as of                     , 2007, who are not eligible or supplemental

eligible account holders, and borrowers of the Bank who had loans outstanding on September 19, 1989 that continue to be outstanding as of                     , 2007 (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons who are residents of Clinton, Madison and St. Clair Counties, Illinois. Subscribers’ checks will be transmitted to the Bank by no later than noon of the next business day where they will be invested in investments that are permissible under Rule 15c2-4. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Common Shares offered for sale in the Offering will represent a minority ownership interest of 45% of the Company’s total outstanding Common Shares.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-139332) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

In accordance with Title 12, Part 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the Bank has filed with the OTS a combined Form MHC-1 Notice of Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (collectively, the “MHC-1/MHC-2 Application”), including the Prospectus and the Reorganization Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its application on Form H-(e)l-S (the “Holding Company Application”) to become a registered savings and loan holding company under the Home Owners Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

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Section 2. Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for Common Shares and to advise and assist the Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making, research coverage and in syndicate formation (if necessary).

On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Company and the Bank as to the matters set forth in the letter agreement, dated September 14, 2006, between the Bank and the Agent (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders.

The obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms.

In the event the Company is unable to sell a minimum of 363,375 Shares within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 6, 8 and 9 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below.

If all conditions precedent to the consummation of the Reorganization, including the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue or have issued the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.”

The Agent shall receive the following compensation for its services hereunder:

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(a) A management fee of $25,000 payable in two consecutive monthly installments of $12,500 commencing with the adoption of the Plan. This fee shall be due as it is earned and shall be non-refundable.

(b) A success fee of $75,000 shall be paid to KBW upon consummation of the Offering.

(c) If any of the Common Shares remain available after the Subscription Offering, at the request of the Bank, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement. The Agent will endeavor to distribute the Common Shares among the Selected Dealers in a fashion which best meets the distribution objectives of the Bank and the Plan. The Agent will be paid a fee not to exceed 5.5% of the aggregate Purchase Price of the Shares sold by the Selected Dealers. The Agent will pass onto the Selected Dealers who assist in the Syndicated Community Offering 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 Selected Dealers other than the Agent shall be transmitted by the Agent to such Selected Dealers. The decision to utilize Selected Dealers will be made by the Bank upon consultation with the Agent. In the event, with respect to any stock purchases, fees are paid pursuant to this subparagraph 2(c), such fees shall be in lieu of, and not in addition to, payment pursuant to paragraph 2(b).

(d) The Company and the Bank shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers up to $20,000 and will reimburse the Agent for the fees and expenses of the Agent’s counsel, not to exceed $35,000, (which do not include legal fees to complete the qualification of the Common Shares under the various state securities “Blue Sky” laws). The Company will bear the expenses of the 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 expenses associated with the Reorganization; and the fees set forth under this Section 2.

Additional Services. Agent further agrees to provide general financial advisory assistance to the Company and the Bank for a period of one year following completion of the Offering, including assistance with financial modeling, 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 financial matters, without the payment by the Company and the Bank of any fees in addition to those set forth in this Section 2 hereof. If, however, a specific buy side assignment were to develop, Agent would look to develop a separate and specific engagement letter tailored to such a transaction, while simultaneously maintaining the elements of this Agreement in good standing.

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Full payment of Agent’s actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of the Closing Date or a determination by the Bank to terminate or abandon the Offering.

Section 3. Sale and Delivery of Shares. If all conditions precedent to the consummation of the Reorganization, including without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the MHC, the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions.

Section 4. Representations and Warranties of the Company. The Company represents and warrants to and agrees with the Agent as follows:

(a) The Registration Statement which was prepared by the Company and the Bank and filed with the Commission has been declared effective by the Commission, no stop order has been issued with respect thereto and no proceedings therefor have been initiated or, to the knowledge of the Company, threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement), became effective and at the Closing Date, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), and any information regarding the Company contained in Sales Information (as such term is defined in Section 8 hereof) authorized by the Company for use in connection with the Offering, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the time any Rule 424(b) or (c) Prospectus is filed with the Commission and at the Closing Date referred to in Section 2 hereof, the Prospectus (including any amendment or supplement thereto) and any information regarding the Company contained in Sales Information (as such term is defined in Section 8 hereof) authorized by the Company for use in connection with the Offering will contain all statements that are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(a) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or the Bank by the Agent or its counsel expressly regarding the Agent for use in the Prospectus in the first paragraph under the caption “The Reorganization and Stock Offering—Marketing Arrangements” or statements in or omissions from any Sales Information or information filed pursuant to state securities or blue sky laws or regulations regarding the Agent.

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(b) The MHC-1/MHC-2 Application, which was prepared by the Company and the Bank and filed with the OTS, has been approved by the OTS and the related Prospectus and proxy statement to be delivered to members of the Bank have been authorized for use by the OTS and the MHC-1/MHC-2 Application complied in all material respects with the Reorganization Regulations except as otherwise waived by the OTS. No order has been issued by the OTS or the FDIC preventing or suspending the use of the Prospectus or the proxy statement, and no action by or before any such government entity to revoke any approval, authorization or order of effectiveness related to the Offering is, to the best knowledge of the Company, pending or threatened. At the time of the approval of the MHC-1/MHC-2 Application, including the Prospectus (including any amendment or supplement thereto) by the OTS and at all times subsequent thereto until the Closing Date, the MHC-1/MHC-2 Application, including the Prospectus (including any amendment or supplement thereto), will comply in all material respects with the Reorganization Regulations, except to the extent waived or otherwise approved by the OTS. The MHC-1/MHC-2 Application, including the Prospectus (including any amendment or supplement thereto), does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(b) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or the Bank by the Agent or its counsel expressly regarding the Agent for use in the Prospectus contained in the MHC-1/MHC-2 Application in the first paragraph under the caption “The Reorganization and Stock Offering—Marketing Arrangements” or statements in or omissions from any sales information or information filed pursuant to state securities or blue sky laws or regulations regarding the Agent.

(c) The Company has filed with the OTS the Company’s application for approval of its acquisition of the Bank on Form H-(e)1-S promulgated under the savings and loan holding company provisions of the HOLA and the Control Act Regulations, and the Holding Company Application is accurate and truthful in all material respects. The Company has received written notice from the OTS of its approval of the acquisition of the Bank, such approval remains in full force and effect and no order has been issued by the OTS suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the Company, the Bank or the MHC, threatened by the OTS. At the date of such approval, the Holding Company Application complied in all material respects with the applicable provisions of HOLA and the regulations promulgated thereunder except to the extent waived or otherwise approved by the OTS.

(d) The Company, the MHC and the Bank have filed the Prospectus and any supplemental sales literature with the Commission and the OTS. The Prospectus and all supplemental sales literature, as of the date the Registration Statement became effective and on the Closing Date referred to in Section 2, complied and will comply in all material respects with the applicable requirements of the Securities Act Regulations and, at or prior to the time of their first use, will have received all required authorizations of the OTS and Commission for use in final form. No approval of any other regulatory or supervisory or other public authority is required in connection with the distribution of the

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Prospectus and any supplemental sales literature that has not been obtained and a copy of which has been delivered to the Agent. The Company, the MHC and the Bank have not distributed any offering material in connection with the Offering except for the Prospectus and any supplemental sales material that has been filed with the Registration Statement and the MHC-1/MHC-2 Application and authorized for use by the Commission and the OTS. The information contained in the supplemental sales material filed as an exhibit to both the Registration Statement and the MHC-1/MHC-2 Application does not conflict with information contained in the Registration Statement and the Prospectus.

(e) At the Closing Date, the Plan will have been adopted by the Boards of Directors of the MHC, the Company and the Bank and approved by the members of the Bank, and the offer and sale of the Shares will have been conducted in all material respects in accordance with the Plan, the Reorganization Regulations except to the extent waived or otherwise approved by the OTS, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Offering imposed upon the MHC, the Company and the Bank by the OTS, the Commission, or any other regulatory authority and in the manner described in the Prospectus. To the best knowledge of the MHC, the Company and the Bank, no person has sought to obtain review of the final action of the OTS in approving the Offering pursuant to the HOLA or any other statute or regulation.

(f) The Bank has been organized and is a validly existing federally-chartered savings bank in mutual form of organization and upon the Reorganization will become a duly organized and validly existing federally-chartered savings bank in permanent capital stock form of organization, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus; the Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business, except those that individually or in the aggregate would not materially adversely affect the financial condition, results of operations or business of the MHC, the Company and the Bank, taken as a whole; all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in compliance with all material laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not materially adversely affect the financial condition, results of operations or business of the MHC, the Company and the Bank, taken as a whole; the Bank is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership of property or leasing of property or the conduct of its business requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not have a material adverse effect on the financial condition, results of operations or business of the Bank. The Bank does not own equity securities or any equity interest in any other business enterprise except as described in the Prospectus or as would not be material to the operations of the Bank. Upon completion of the sale by the Company of the Shares contemplated by the Prospectus: (i) all of the authorized and outstanding capital stock of the Bank will be owned by the Company; and (ii) the Company will have no direct subsidiaries other than the Bank. The Reorganization will be effected in all material respects in accordance with all applicable statutes, regulations, decisions and

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orders; and, except with respect to the filing of certain post-sale, post-Reorganization reports, and documents in compliance with the 1933 Act Regulations, the Reorganization Regulations or letters of approval at the time of the Closing all terms, conditions, requirements and provisions with respect to the Reorganization imposed by the Commission, the OTS and the FDIC, if any, will have been complied with by the Company and the Bank in all material respects or appropriate waivers will have been obtained and all material notice and waiting periods will have been satisfied, waived or elapsed.

(g) Upon completion of its formation, and in any event no later than the Closing Date, the Company will be duly incorporated and validly existing as a corporation under the laws of the United States of America with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and at the Closing Date the Company will be qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the financial condition, results of operations or business of the Company and the Bank, taken as a whole. At the Closing Date, the Company will have obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not materially adversely affect the financial condition, results of operations or business of the Company and the Bank, taken as a whole; all such licenses, permits and governmental authorizations will be in full force and effect, and the Company in all material respects will comply with all laws, rules, regulations and orders applicable to the operation of its business.

(h) Upon completion of its formation, and in any event no later than the Closing Date, the MHC will be duly incorporated and validly existing as a corporation under the laws of the United States of America with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and at the Closing Date, the MHC will be qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the financial condition, results of operations or business of the MHC, the Company and the Bank, taken as a whole. At the Closing Date, the MHC will have obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not materially adversely affect the financial condition, results of operations or business of the MHC, Company and the Bank, taken as a whole; all such licenses, permits and governmental authorizations will be in full force and effect, and the MHC in all material respects will comply with all laws, rules, regulations and orders applicable to the operation of its business.

(i) The Bank is a member of the Federal Home Loan Bank of Chicago (“FHLB-Chicago”). The deposit accounts of the Bank are insured by the FDIC up to the applicable limits, and no proceedings for the termination or revocation of such insurance

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are pending or, to the best knowledge of the MHC, the Company or the Bank, threatened. The Bank is a “qualified thrift lender” within the meaning of 12 U.S.C. § l467(a)(m).

(j) The Bank and, upon their formation, each of the Company and the MHC, has or will have good and marketable title to all real property and good title to all other assets material to the business of the MHC, the Company and the Bank, taken as a whole, and to those properties and assets described in the Registration Statement and Prospectus as owned by them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement and Prospectus, or are not material to the business of the MHC, the Company and the Bank, taken as a whole; and all of the leases and subleases material to the business of the MHC, the Company and the Bank, taken as a whole, under which, the MHC, the Company or the Bank hold or will hold properties, including those described in the Registration Statement and Prospectus, are in full force and effect.

(k) The Company has received an opinion of its special counsel, Muldoon Murphy & Aguggia LLP, with respect to the federal income tax consequences of the Reorganization, and an opinion of Michael Trokey & Company, P.C., with respect to the state income tax consequences of the Reorganization, all material aspects of such opinions are accurately summarized in the Registration Statement and the Prospectus. The MHC, the Company and the Bank represent and warrant that the facts upon which such opinions are based are truthful, accurate and complete. None of the MHC, the Company or the Bank will take any action inconsistent therewith.

(l) The Bank has all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the Company as provided herein and as described in the Prospectus, subject to approval or confirmation by the OTS of the final appraisal of the Bank. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all necessary corporate action on the part of the Bank. This Agreement has been validly executed and delivered by the Bank and is the valid, legal and binding agreement of the Bank enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors rights generally or the rights of creditors of savings and loan holding companies, the accounts of whose subsidiaries are insured by the FDIC, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 8 and 9 hereof may be unenforceable as against public policy). Upon completion of their formation, and in any event no later than the Closing Date, the MHC and the Company will have all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the Company as provided herein and as described in the Prospectus, subject to approval or confirmation by the OTS of the final appraisal of the Bank. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will have been duly and validly authorized by all

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necessary corporate action on the part of the MHC and the Company. This Agreement will have been validly executed and delivered by the MHC and the Company and will be the valid, legal and binding agreement of the MHC and the Company enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors rights generally or the rights of creditors of savings and loan holding companies, the accounts of whose subsidiaries are insured by the FDIC, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 8 and 9 hereof may be unenforceable as against public policy).

(m) None of the MHC, the Company or the Bank is, or at the time of their formation, will be in violation of any directive received from the OTS, the FDIC, or any other agency to make any material change in the method of conducting its business so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the OTS and the FDIC) and, except as may be set forth in the Registration Statement and the Prospectus, there is no suit or proceeding or charge or action before or by any court, regulatory authority or governmental agency or body, pending or, to the knowledge of the MHC, the Company or the Bank, threatened, which might materially and adversely affect the Offering, as described in the Registration Statement and the Prospectus or which might result in any material adverse change in the financial condition, results of operations or business of the MHC, the Company and the Bank, taken as a whole, or which would materially affect their properties and assets.

(n) The financial statements, schedules and notes related thereto which are included in the Prospectus fairly present the balance sheet, statement of earnings, statement of retained earnings and statement of cash flows of the Bank at the respective dates indicated and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements of Title 12 of the Code of Federal Regulations. Such financial statements, schedules and notes related thereto have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied through the periods involved, present fairly in all material respects the information required to be stated therein and are consistent with the most recent financial statements and other reports filed by the Bank with the OTS, except that accounting principles employed in such regulatory filings conform to the requirements of the OTS and not necessarily to GAAP. The other financial, statistical and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited financial statements of the Bank included in the Prospectus, and as to the pro forma adjustments, the adjustments made therein have been properly applied on the basis described therein.

(o) Since the respective dates as of which information is given in the Registration Statement including the Prospectus: (i) there has not been any material adverse change, financial or otherwise, in the condition of the MHC, the Company and the Bank and their subsidiaries, considered as one enterprise, or in the earnings, capital properties or business of the MHC, the Company and the Bank, whether or not arising in the ordinary

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course of business; (ii) there has not been any material increase in the long-term debt of the Bank or in the principal amount of the Bank’s assets which are classified by the Bank as substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of the Bank; nor has the MHC, the Company or the Bank issued any securities (other than in connection with the incorporation of the Company) or incurred any liability or obligation for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the MHC, the Company or the Bank; (iv) there has not been any material adverse change in the aggregate dollar amount (on a consolidated basis with the Bank) of the Company’s deposits or its net worth; (v) there has been no material adverse change in the MHC’s, the Company’s or the Bank’s relationship with its insurance carriers, including, without limitation, cancellation or other termination of the MHC’s, the Company’s or the Bank’s fidelity bond or any other type of insurance coverage; (vi) except as disclosed in the Prospectus, there has been no material change in management of the MHC, the Company or the Bank; (vii) none of the MHC, the Company or the Bank has sustained any material loss or interference with its respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (viii) none of the MHC, the Company or the Bank has defaulted in the payment of principal or interest on any outstanding debt obligations; (ix) the capitalization, liabilities, assets, properties and business of the MHC, the Company and the Bank conform in all material respects to the descriptions thereof contained in the Prospectus; and (x) none of the MHC, the Company or the Bank has any material contingent liabilities, except as set forth in the Prospectus.

(p) None of the MHC, the Company or the Bank is or will be (i) in violation of its Charter or Articles of Incorporation, as the case may be, or Bylaws, or (ii) in default in the performance or observance of any material obligation, agreement, covenant, or condition contained in any material contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it or any of its property may be bound. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) conflict with or constitute a breach of, or default under, or result in the creation of any material lien, charge or encumbrance upon any of the assets of the MHC, the Company or the Bank pursuant to the Charter or Articles of Incorporation, as the case may be, and Bylaws of the Company, the MHC or the Bank or any material contract, lease or other instrument in which the MHC, the Company or the Bank has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to the MHC, the Company or the Bank, except for such violations which would not have a material adverse effect on the financial condition and results of operations of the Company and the Bank on a consolidated basis; or (iii) result in the creation of any material lien, charge or encumbrance upon any property of the Company or the Bank.

(q) All documents made available to or delivered or to be made available to or delivered by the MHC, the Company and the Bank or their representatives in connection with the issuance and sale of the Shares, including records of account holders and depositors of the Bank, or in connection with the Agent’s exercise of due diligence,

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except for those documents which were prepared by parties other than the MHC, the Company or the Bank or their representatives, to the best knowledge of the MHC, the Company and the Bank, were on the dates on which they were delivered, or will be on the dates on which they are to be delivered, true, complete and correct in all material respects.

(r) No default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default on the part of the MHC, the Company or the Bank in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement or any other instrument or agreement to which the MHC, the Company or the Bank is a party or by which any of them or any of their property is bound or affected, except such defaults which would not have a material adverse affect on the financial condition or results of operations of the MHC, the Company and the Bank, taken as a whole; such agreements are in full force and effect; and no other party to any such agreements has instituted or, to the best knowledge of the MHC, the Company or the Bank, threatened any action or proceeding wherein the MHC, the Company or the Bank would or might be alleged to be in default thereunder, where such action or proceeding, if determined adversely to the MHC, the Company or the Bank, would have a material adverse effect on the financial condition, results of operations, or business of the MHC, the Company or the Bank, taken as a whole.

(s) Upon consummation of the Reorganization, the authorized, issued and outstanding equity capital of the Company will be within the range set forth in the Prospectus under the caption “Capitalization,” and no Shares have been or will be issued and outstanding prior to the Closing Date; the Shares (including shares issued or to be issued to the MHC) will have been duly and validly authorized for issuance and, when issued and delivered by the Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and in the Prospectus, will be duly and validly issued, fully paid and non-assessable, except for shares purchased by the ESOP with funds borrowed from the Company to the extent payment therefor in cash has not been received by the Company; except to the extent that subscription rights and priorities pursuant thereto exist pursuant to the Plan, no preemptive rights exist with respect to the Shares; and the terms and provisions of the Shares will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants.

(t) No approval of any regulatory or supervisory or other public authority is required in connection with the execution and delivery of this Agreement or the issuance of the Shares, except for the approval of the Commission and the OTS, and any necessary qualification, notification, registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered, and except as may be required under the rules and regulations of the National Association of Securities Dealers, Inc. (“NASD”).

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(u) Michael Trokey & Company, P.C., which has certified the audited financial statements and schedules of the Bank included in the Prospectus, has advised the Company and the Bank in writing that they are, with respect to the Company and the Bank, independent registered public accountants within the applicable rules of the Public Company Accounting Oversight Board (United States).

(v) RP Financial, LC., which has prepared the Valuation Appraisal Report (as amended or supplemented, if so amended or supplemented) of the Bank, has advised the Bank in writing that it is independent of the MHC, the Company and the Bank within the meaning of the Reorganization Regulations.

(w) The MHC, Company and the Bank have timely filed or extended all required federal, state and local tax returns; the MHC, the Company and the Bank have paid all taxes that have become due and payable in respect of such returns, except where permitted to be extended, have made adequate reserves for similar future tax liabilities and no deficiency has been asserted with respect thereto by any taxing authority.

(x) The Bank is, and upon their formation, the MHC and the Company will be in compliance in all material respects with the applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder.

(y) To the knowledge of the MHC, the Company and the Bank, none of the MHC, the Company, the Bank or employees of the MHC, the Company or the Bank has made any payment of funds of the MHC, the Company or the Bank as a loan for the purchase of the Shares or made any other payment of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.

(z) Prior to the Reorganization, none of the MHC, the Company or the Bank has: (i) issued any securities within the last 18 months (except for notes to evidence bank loans and reverse repurchase agreements or other liabilities in the ordinary course of business or as described in the Prospectus and except in connection with the Bank’s reorganization into the mutual holding company structure); (ii) had any material dealings within the 12 months prior to the date hereof with any member of the NASD, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Offering and routine purchases and sales of United States government and agency and other securities in the ordinary course of business; (iii) entered into a financial or management consulting agreement except as contemplated hereunder; and (iv) engaged any intermediary between the Agent and the MHC, the Company or the Bank in connection with the offering of the Shares, and no person is being compensated in any manner for such service. Appropriate arrangements have been made for placing the funds received from subscriptions for Shares in a special interest-bearing account with the Bank until all Shares are sold and paid for, with provision for refund to the purchasers in the event that the Offering is not completed for whatever reason or for delivery to the Company if all Shares are sold.

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(aa) The MHC, the Company and the Bank have not relied upon the Agent or its legal counsel for any legal, tax or accounting advice in connection with the Reorganization.

(bb) The records used by the Company and the Bank to determine the identity of Eligible Account Holders and Supplemental Eligible Account Holders and Other Members are accurate and complete in all material respects.

(cc) The Company and the MHC are not required to be registered under the Investment Company Act of 1940, as amended.

(dd) None of the MHC, the Company or the Bank or any properties owned or operated by the MHC, the Company or the Bank, is in violation of or liable under any Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not have a material adverse effect on the financial condition, results of operations or business of the MHC, the Company and the Bank, taken as a whole. There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending or, to the knowledge of the MHC, the Company or the Bank, threatened relating to the liability of any property owned or operated by the MHC, the Company or the Bank under any Environmental Law. For purposes of this subsection, the term “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance as a component.

(ee) The Company will file a registration statement for the Common Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Registration Statement”).

(ff) The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization, and (D) the recorded accounts or assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect thereto. As of the first report filed by the Company pursuant to Section 13 or 15 of the 1934 Act, the books, records and accounts and systems of internal accounting control of the Company and its subsidiaries will comply in all material respects with the applicable requirements

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of Section 13(b)(2) of the 1934 Act and the Company will maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) that are effective in ensuring that the information it will be required to disclose in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management (including the Company’s chief executive officer and chief financial officer) in a timely manner and recorded, processed, summarized and reported within the periods specified in the Commission’s rules and forms.

(gg) All of the loans represented as assets of the Bank in the Prospectus meet or are exempt from all requirements of federal, state and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of Regulation Z and 12 C.F.R. Part 226), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws applicable to such loans, except for violations which, if asserted, would not have a material adverse effect on the financial condition, results of operations, or business of the Company and the Bank, taken as a whole.

(hh) The Company has taken all actions necessary to obtain at Closing a Blue Sky Memorandum from Muldoon Murphy & Aguggia LLP.

(ii) Any certificates signed by an officer of the MHC, the Company or the Bank pursuant to the conditions of this Agreement and delivered to the Agent or their counsel that refers to this Agreement shall be deemed to be a representation and warranty by the MHC, the Company or the Bank, as the case may be, to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

Section 5. Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows:

(a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the MHC, the Company and the Bank hereunder.

(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.

(c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the

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Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.

(d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the Articles of Incorporation or Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.

(e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received.

(f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agents performance under this Agreement.

Section 5.1. Covenants of the Company. The Company hereby covenants with the Agent as follows:

(a) The Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.

(b) The Bank will not, at any time after the MHC-1/MHC-2 Application is approved by the OTS, file any amendment or supplement to such MHC-1/MHC-2 Application without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.

(c) The Company will not, at any time after the Holding Company Application is approved by the OTS, file any amendment or supplement to such Holding Company Application without providing the Agent and its counsel an opportunity to review the non-confidential portions of such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.

(d) The MHC, the Company and the Bank will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-effective amendment to the MHC-1/MHC-2 Application or the Holding Company Application to be approved by the OTS and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when

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the Registration Statement, as amended, has become effective; (ii) when the MHC-1/MHC-2 Application or the Holding Company Application, as amended, has been approved by the OTS; (iii) of any comments from the Commission, the OTS or any other governmental entity with respect to the Reorganization contemplated by this Agreement; (iv) of the request by the Commission, the OTS or any other governmental entity for any amendment or supplement to the Registration Statement, the MHC-1/MHC-2 Application, Holding Company Application or for additional information; (v) of the issuance by the Commission, the OTS or any other governmental entity of any order or other action suspending the Reorganization or the use of the Registration Statement or the Prospectus or any other filing of the Company or the Bank under the Reorganization Regulations, or other applicable law, or the threat of any such action; (vi) of the issuance by the Commission, the OTS or any authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of initiation or threat of any proceedings for that purpose; or (vii) of the occurrence of any event mentioned in paragraph (h) below. The MHC, the Company and the Bank will make every reasonable effort (i) to prevent the issuance by the Commission, the OTS or any other state authority of any such order and, (ii) if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time.

(e) The MHC, the Company and the Bank will deliver to the Agent and to its counsel two conformed copies of the Registration Statement, the MHC-1/MHC-2 Application or the Holding Company Application, as originally filed and of each amendment or supplement thereto, including all exhibits. Further, the Company and the Bank will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any NASD filings.

(f) The MHC, the Company and the Bank will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to this offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the “1934 Act”), such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the rules and regulations promulgated under the 1934 Act (the “1934 Act Regulations”). The Company authorizes the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the Shares by the Agent.

(g) The Company, the MHC and the Bank will comply with any and all material terms, conditions, requirements and provisions with respect to the Offering imposed by the Commission, the OTS or the Reorganization Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with prior to or subsequent to the Closing Date and when the Prospectus is required to be delivered, and during such time period the Company and the Bank will comply, at their own expense, with all material requirements imposed upon them by the Commission, the OTS or the Reorganization Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to

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permit the continuance of sales or dealing in the Common Shares during such period in accordance with the provisions hereof and the Prospectus.

(h) If, at any time during the period when the Prospectus relating to the Shares is required to be delivered, any event relating to or affecting the MHC, the Company or the Bank shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the MHC, Bank and Company or in the reasonable opinion of the Agents counsel, to amend or supplement the Registration Statement or Prospectus in order to make the Registration Statement or Prospectus not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, the Company will immediately so inform the Agent and prepare and file, at its own expense, with the Commission and the OTS, and furnish to the Agent a reasonable number of copies, of an amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance reasonably satisfactory to the Agent and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. For the purpose of this Agreement, the Company will timely furnish to the Agent such information with respect to itself, the MHC and the Bank as the Agent may from time to time reasonably request.

(i) The MHC, the Company and the Bank will take all necessary actions in cooperating with the Agent and furnish to whomever the Agent may direct such information as may be required to qualify or register the Shares for offering and sale by the Company or to exempt such Shares from registration, or to exempt the Company as a broker-dealer and its officers, directors and employees as broker-dealers or agents under the applicable securities or blue sky laws of such jurisdictions in which the Shares are required under the Reorganization Regulations to be sold or as the Agent and the Company may reasonably agree upon; provided, however, that the Company shall not be obligated to file any general consent to service of process, to qualify to do business in any jurisdiction in which it is not so qualified, or to register its directors or officers as brokers, dealers, salesmen or agents in any jurisdiction. In each jurisdiction where any of the Shares shall have been qualified or registered as above provided, the Company will make and file such statements and reports in each fiscal period as are or may be required by the laws of such jurisdiction.

(j) The Company and the Bank will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the Closing Date, without the Agent’s prior written consent, any of their shares of their common stock, other than the Common Shares or other than in connection with any plan or arrangement described in the Prospectus.

(k) The Company will register its common stock under Section 12(g) of the 1934 Act. The Company shall maintain the effectiveness of such registration for not less than three

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years from the time of effectiveness or such shorter period as may be required by the OTS.

(l) During the period during which the common stock is registered under the 1934 Act or for three years from the date hereof, whichever period is greater, the Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report of the Company (including a consolidated balance sheet and statements of consolidated income, shareholders’ equity and cash flows of the Company and its subsidiaries as at the end of and for such year, certified by independent public accountants in accordance with Regulation S-X under the 1933 Act and the 1934 Act).

(m) During the period of three years from the date hereof, the Company will furnish to the Agent: (i) as soon as practicable after such information is publicly available, a copy of each report of the Company furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of securities of the Company is listed or quoted (including, but not limited to, reports on Forms 10-K or 10-KSB, 10-Q or 10-QSB and 8-K and all proxy statements and annual reports to stockholders), (ii) a copy of each other non-confidential report of the Company mailed to its shareholders or filed with the Commission, the OTS or any other supervisory or regulatory authority or any national securities exchange or system on which any class of securities of the Company is listed or quoted, each press release and material news items and additional documents and information with respect to the MHC, the Company or the Bank as the Agent may reasonably request; and (iii) from time to time, such other nonconfidential information concerning the MHC, the Company or the Bank as the Agent may reasonably request.

(n) The Company and the Bank will use the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under the caption “Use of Proceeds.”

(o) Other than as permitted by the Reorganization Regulations, the HOLA, the 1933 Act, the 1933 Act Regulations and the rules and regulations and the laws of any state in which the Shares are registered or qualified for sale or exempt from registration, the Company will not distribute any prospectus, offering circular or other offering material in connection with the offer and sale of the Shares.

(p) Reserved.

(q) The Bank will maintain appropriate arrangements for depositing all funds received from persons mailing subscriptions for or orders to purchase Shares in the Offering with the Bank or another financial institution whose deposits are insured by the FDIC, on an interest-bearing basis at the rate described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Company’s or the Bank’s obligation to refund payments received from persons subscribing for or ordering Shares in the Offering in accordance with the Plan and as described in the Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Prospectus. The Bank will maintain such records of all funds received to permit the

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funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the Bank to make the appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the Prospectus.

(r) The Company will report the use of proceeds of the Offering in accordance with Rule 463 under the 1933 Act.

(s) The MHC and the Company will promptly take all necessary action to register as savings and loan holding companies under the HOLA.

(t) The Bank will notify the Agent and the Agent’s counsel of any amendments to the Plan.

(u) The Company shall assist the Agent, if necessary, in connection with the allocation of the Shares in the event of an oversubscription and shall provide the Agent with any information necessary to assist the Company in allocating the Shares in such event and such information shall be accurate and reliable in all material respects.

(v) Prior to the Closing Date, the Company will inform the Agent of any event or circumstances of which it is aware as a result of which the Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

(w) The Company will not deliver the Shares until the MHC, the Company and the Bank have satisfied or caused to be satisfied each condition set forth in Section 7 hereof, unless the Agent waives such condition in writing.

(x) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated therein or set forth in an amendment or supplement thereto, none of the MHC, the Company or the Bank will have: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business, or (ii) entered into any transaction which is material in light of the business and properties of the MHC, the Company and the Bank, taken as a whole.

(y) Until the Closing Date, the MHC, the Company and the Bank will conduct their businesses in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders, including all decisions, directives and orders of the Commission, the FDIC and the OTS.

(z) The MHC, the Company and the Bank shall comply in all material respects with any and all terms, conditions, requirements and provisions with respect to the Offering imposed by the OTS, the Reorganization Regulations, the Commission, the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied

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with subsequent to the Closing Date. The Company will comply with all provisions of all undertakings contained in the Registration Statement.

(aa) The facts and representations provided to Muldoon Murphy & Aguggia LLP by the Bank and the Company and upon which Muldoon Murphy & Aguggia LLP will base its opinion under Section 7(c)(1) are and will be truthful, accurate and complete.

(bb) The MHC, the Company and the Bank will not distribute any offering material in connection with the Offering except for the Prospectus and any supplemental sales material that has been filed with the Registration Statement and the MHC-1/MHC-2 Application and authorized for use by the Commission and the OTS. The information contained in any supplemental sales material (in addition to the supplemental sales material filed as an exhibit to the Registration Statement and the MHC-1/MHC-2 Application) shall not conflict with the information contained in the Registration Statement and the Prospectus.

Section 6. Payment of Expenses. Whether or not the Reorganization is completed or the sale of the Shares by the Company is consummated, the Company and the Bank jointly and severally agree to pay or reimburse the Agent for: (a) all filing fees in connection with all filings related to the Reorganization with the NASD; (b) any stock issue or transfer taxes which may be payable with respect to the sale of the Shares; (c) subject to Section 2(d), all expenses of the Reorganization, including but not limited to the Agent’s attorneys fees and expenses, blue sky fees, transfer agent, registrar and other agent charges, fees relating to auditing and accounting or other advisors and costs of printing all documents necessary in connection with the Offering. In the event the Company is unable to sell the minimum number of shares necessary to complete the Reorganization or the Reorganization is terminated or otherwise abandoned, the Company and the Bank shall promptly reimburse the Agent in accordance with Section 2(d) hereof.

In the event that the Agent incurs any expenses on behalf of the MHC, the Company or the Bank that are customarily borne by the issuer, the MHC, the Company and the Bank will pay or reimburse the Agent for such expenses regardless of whether the Offering is successfully completed, and such reimbursements will not be included in the expense limitations set forth in Section 2(d) hereof. The MHC, the Company and the Bank acknowledge, however, that such limitations may be increased by the mutual consent of the Bank and Agent in the event of delay in the Offering requiring the Agent to utilize a Syndicated Community Offering, a delay as a result of circumstances requiring material additional work by Agent or its counsel or an update of the financial information in tabular form contained in the Prospectus for a period later than September 30, 2006. Not later than two days prior to the Closing Date, the Agent will provide the Company with an accounting of all reimbursable expenses to be paid at the Closing in next day funds. In the event the Bank determines to abandon or terminate the Reorganization prior to Closing, payment of such expenses shall be made in next day funds on the date such determination is made.

Section 7. Conditions to the Agent’s Obligations. The obligations of the Agent hereunder, as to the Shares to be delivered at the Closing Date, are subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the MHC, the Company and the Bank, herein are, at and as of the commencement of the Offering

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and at and as of the Closing Date, true and correct in all material respects, the condition that the MHC, the Company and the Bank shall have performed all of their obligations hereunder to be performed on or before such dates, and to the following further conditions:

(a) At the Closing Date, the MHC, the Company and the Bank shall have conducted the Reorganization in all material respects in accordance with the Plan, the Reorganization Regulations, the laws of Illinois, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Reorganization imposed upon them by the OTS.

(b) The Registration Statement shall have been declared effective by the Commission and the MHC-1/MHC-2 Application and Holding Company Application shall have been approved by the OTS not later than 5:30 p.m. on the date of this Agreement, or with the Agent’s consent at a later time and date; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or threatened by the Commission or any state authority, and no order or other action suspending the authorization of the Prospectus or the consummation of the Reorganization shall have been issued or proceedings therefore initiated or, to the MHC’s, the Company’s or the Bank’s knowledge, threatened by the Commission, the OTS, the FDIC or any other state authority.

(c) At the Closing Date, the Agent shall have received:

(1) The written opinion, as of Closing Date, of Muldoon Murphy & Aguggia LLP, counsel for the Company, the MHC and the Bank, in form and substance satisfactory to counsel for the Agent, to the effect that:

(i) At the Closing Date, the Company will be duly organized and validly existing as a federal stock holding company chartered under the laws of the United States of America.

(ii) At the Closing Date, the MHC will be duly organized and validly existing as a federal mutual holding company chartered under the laws of the United States of America.

(iii) The Bank is validly existing as a federal savings bank chartered under the laws of the United States of America and, at the Closing Date, will be duly organized and validly existing in stock form.

(iv) Each of the Company, the MHC and the Bank has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and the transactions contemplated hereby.

(v) The Bank has authority to transact its business in the State of Illinois.

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(vi) The authorized capital stock of the Company consists of 14,000,000 shares of Common Stock, par value $0.01 per shares, and 1,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding; immediately upon consummation of the Reorganization and the Offering, all of the issued and outstanding shares of capital stock of the Company owned beneficially and of record by the MHC will be owned free and clear of any security interest, mortgage, pledge, lien or encumbrance; and immediately upon consummation of the Reorganization and the Offering the issued and outstanding capital stock of the Company will be within the range set forth in the Prospectus under “Capitalization”.

(vii) Immediately upon consummation of the Reorganization and the Offering, the authorized capital stock of the Bank will consist of 4,000 shares of common stock, par value $1.00 per share, and 1,000 shares of serial preferred stock, par value $1.00 per share; when issued in accordance with the Plan, all of the issued and outstanding capital stock of the Bank will be duly authorized and validly issued, fully paid and non-assessable and owned beneficially and of record by the Company free and clear of any security interest, mortgage, pledge, lien or encumbrance and exempt from registration under the 1933 Act pursuant to Section (3)(a)(5) thereof.

(viii) The Shares have been duly authorized for issuance and sale; the Shares, when issued and delivered by the Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan, will be validly issued, fully paid and nonassessable.

(ix) The issuance of the Shares is not subject to preemptive rights arising by operation of federal laws and regulations or the Company’s Charter.

(x) To such counsel’s actual knowledge, the Company, the MHC and the Bank have conducted the Offering in accordance with applicable requirements of the OTS Regulations (except to the extent that the requirement to comply therewith was specifically waived by the OTS), the Plan and the letters from the OTS dated February     , 2007 approving the MHC-1/MHC-2 Application and declaring the Prospectus effective (which letters, to such counsel’s actual knowledge, are the only such letters received from the OTS relating to the approval of the MHC-1/MHC-2 Application and the effectiveness of the Prospectus), and have satisfied all conditions precedent to the issuance of the Shares imposed upon them by the OTS under the terms of the OTS’s written approval of the MHC-1/MHC-2 Application.

(xi) The Bank is a member in good standing of the Federal Home Loan Bank of Chicago.

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(xii) The deposit accounts of the Bank are insured by the FDIC up to the applicable limits.

(xiii) The OTS has approved the Holding Company Application and the MHC-1/MHC-2 Application; to such counsel’s actual knowledge, such approval remains in full force and effect and no action by the OTS to suspend the effectiveness of such approval or to suspend the Offering is pending or threatened and no person has sought to obtain review of the final action of the OTS in approving the Holding Company Application or the MHC-1/MHC-2 Application; the Holding Company Application and the MHC-1/MHC-2 Application comply as to form in all material respects with the applicable requirements of the application Form H-(e)1-S, Form MHC-1 and Form MHC-2, as the case may be (it being understood, however, that (i) no opinion need be rendered with respect to the financial statements or other financial and statistical data included in, or omitted from, the Holding Company Application or the MHC-1/MHC-2 Application, (ii) in passing upon the compliance as to form of the Holding Company Application and the MHC-1/MHC-2 Application, counsel need not assume any responsibility for the accuracy, completeness or fairness of the statements contained therein, and (iii) no opinion need be rendered with respect to the business plan or the appraisal report) and, to counsel’s actual knowledge, includes all documents required to be filed as exhibits thereto.

(xiv) The execution and delivery of this Agreement, the incurrence of the obligations herein set forth, and the consummation of the transactions contemplated hereby, (A) have been duly authorized by all necessary corporate action on the part of each of the Company, the MHC and the Bank, (B) will not violate the Charter or bylaws of the Company, the MHC or the Bank and, (C) will not result in a breach of or default, or result in the creation of any lien, charge or encumbrance under any agreement filed as an exhibit to the Registration Statement.

(xv) The Agreement constitutes the legal, valid and binding agreement of each of the Company, the MHC and the Bank, enforceable in accordance with its terms, except as rights to indemnity and contribution thereunder may be limited under applicable law, and subject to the qualification that (i) enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws (including the laws of fraudulent conveyance) or judicial decisions affecting the enforceability of creditors’ rights generally or the rights of creditors of savings banks or financial institutions, the accounts of which are insured by the FDIC, and (ii) enforcement thereof is subject to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to the effect of certain laws and judicial decisions upon the availability of injunctive relief and enforceability of equitable remedies, including the remedies of

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specific performance and self-help.

(xvi) The Registration Statement has been declared effective by the Commission under the 1933 Act, and such counsel has been advised by the Commission’s staff that no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for such purpose have been initiated or threatened by the Commission.

(xvii) The Prospectus has been declared effective and the proxy statement has been cleared in advance by the OTS and, such counsel has been advised by the OTS’ staff that no order suspending the effectiveness of the Prospectus or the clearance of the proxy statement has been issued by the OTS and no proceedings for such purpose have been initiated or threatened by the OTS.

(xviii) No further approval, authorization, consent or other order of any public board or body is required in connection with the execution and delivery of this Agreement the issuance of the Shares pursuant to the Plan, except as may be required under the securities or “Blue Sky” laws of various jurisdictions as to which no opinion need be rendered.

(xix) At the time the Registration Statement became effective, the Registration Statement complied as to form in all material respects with the applicable requirements under the 1933 Act and the 1933 Act Regulations; it being understood, however, that (i) no opinion need be rendered with respect to the financial statements or other financial and statistical data included in, or omitted from, the Registration Statement and (ii) in passing upon the compliance as to form of the Registration Statement, such counsel may assume that the statements made therein are correct and complete, except as otherwise set forth in paragraph (xxii).

(xx) The form of certificate used to evidence the Common Stock complies with the requirements of federal laws and regulations.

(xxi) To such counsel’s actual knowledge, there are no legal or governmental proceedings pending or threatened against or affecting the Company, the MHC or the Bank which are required to be disclosed in the Registration Statement and Prospectus, other than those disclosed therein.

(xxii) The statements in the Prospectus under the captions “Risk Factors – Risks Related to this Offering –” “– Sugar Creek MHC’s majority control of our common stock will enable it to exercise voting control over most matters put to a vote of stockholders and will prevent stockholders from forcing a sale or a second-step conversion transaction

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you may find advantageous,” “– Office of Thrift Supervision policy on remutualization transactions could prevent acquisition of Sugar Creek Financial, which may adversely effect our stock price,” “– There may be a limited market for our common stock, which may adversely affect our stock price,” “Our Dividend Policy,” “Regulation and Supervision,” “Federal and State Taxation,” “The Reorganization and Stock Offering,” “Restrictions on Acquisition of Sugar Creek Financial,” and “Description of Sugar Creek Financial Capital Stock” insofar as they purport to summarize matters of law or to describe documents referred to therein, are accurate summaries and descriptions in all material respects.

(xxiii) To such counsel’s actual knowledge, there are no contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits thereto that are not described or filed, and no default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default, in the due performance or observance of any material obligation, agreement or covenant contained in any contract or document so described or filed.

(xxiv) The Plan has been duly authorized by all necessary corporate action by the Company and the Bank.

(xxv) To such counsel’s actual knowledge, the Company, the MHC and the Bank in stock form are currently not in violation of their respective charters and bylaws.

(xxvi) The Company is not and, after giving effect to the offer and the sale of the Shares and the application of the net proceeds as described in the Prospectus under the caption “Use of Proceeds”, will not be, required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(c) Muldoon Murphy & Aguggia LLP, in addition, to giving the opinions required above, shall state that nothing has come to their attention that would lead them to believe that the Registration Statement (except for financial statements and schedules and other financial or statistical data included therein, as to which counsel need make no statement), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except for financial statements and schedules and other financial or statistical data included therein, as to which counsel need make no statement), at the time the Registration Statement became effective or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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In giving their opinions, Muldoon Murphy & Aguggia LLP may rely as to matters of fact on certificates of officers and directors of the Company, the MHC and the Bank and certificates of public officials.

(d) A Blue Sky Memorandum from Muldoon Murphy & Aguggia LLP relating to the Offering, including Agent’s participation therein, and should be furnished to the Agent with a copy thereof addressed to Agent or upon which Muldoon Murphy & Aguggia LLP shall state the Agent may rely. The Blue Sky Memorandum will relate to the necessity of obtaining or confirming exemptions, qualifications or the registration of the Shares under applicable state securities law.

(e) At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company in form and substance reasonably satisfactory to the Agent’s Counsel, dated as of such Closing Date, to the effect that: (i) they have carefully examined the Prospectus and, in their opinion, at the time the Prospectus became authorized for final use, the Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Company, the MHC or the Bank and the conditions set forth in this Section 7 have been satisfied; (iii) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Company, the MHC or the Bank independently, or of the Company, the MHC and the Bank considered as one enterprise, whether or not arising in the ordinary course of business; (iv) the representations and warranties in Section 4 are true and correct with the same force and effect as though expressly made at and as of the Closing Date; (v) the Company has complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date and will comply in all material respects with all obligations to be satisfied by them after the Closing Date; (vi) no stop order suspending the effectiveness of the Registration Statement has been initiated or, to the best knowledge of the MHC, the Company or the Bank, threatened by the Commission or any state authority; (vii) no order suspending the Reorganization, the Offering or the effectiveness of the Prospectus has been issued and no proceedings for that purpose are pending or, to the best knowledge of the MHC, the Company or the Bank, threatened by the OTS, the Commission, the FDIC, or any state authority; and (viii) to the best knowledge of the MHC, the Company or the Bank, no person has sought to obtain review of the final action of the OTS approving the Offering.

(f) None of the MHC, the Company or the Bank shall have sustained, since the date of the latest financial statements included in the Registration Statement and Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or

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governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any material adverse effect on the financial condition, results of operations, or business of the MHC, the Company or the Bank that is in the Agent’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

(g) Prior to and at the Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the financial condition, results of operations or business of the MHC, the Company and the Bank considered as one enterprise, from that as of the latest dates as of which such condition is set forth in the Prospectus, other than transactions referred to or contemplated therein; (ii) the MHC, the Company or the Bank shall not have received from the OTS or the FDIC any direction (oral or written) to make any material change in the method of conducting their business with which it has not complied (which direction, if any, shall have been disclosed to the Agent) or which materially and adversely would affect the financial condition, results of operations or business of the MHC, the Company and the Bank taken as a whole; (iii) none of MHC, the Company or the Bank shall have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to any outstanding indebtedness; (iv) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, not disclosed in the Prospectus, shall be pending or, to the knowledge of the MHC, the Company or the Bank, threatened against the MHC, the Company or the Bank or affecting any of their properties wherein an unfavorable decision, ruling or finding would materially and adversely affect the financial condition, results of operations or business of the MHC, the Company and the Bank taken as a whole; and (v) the Shares shall have been qualified or registered for offering and sale or exempted therefrom under the securities or blue sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by the MHC, the Company and the Bank.

(h) Concurrently with the execution of this Agreement, the Agent shall receive a letter from Michael Trokey & Company, P.C., dated as of the date hereof and addressed to the Agent: (i) confirming that Michael Trokey & Company, P.C. is a firm of independent registered public accountants within the applicable rules of the Public Company Accounting Oversight Board (United States) and stating in effect that in its opinion the consolidated financial statements and related notes of the Company as of March 31, 2006 and 2005, and for each of the years in the two year period ended March 31, 2006, and covered by their opinion included therein, and any other more recent unaudited financial statements included in the Prospectus comply as to form in all material respects with the applicable accounting requirements and related published rules and regulations of the OTS and the 1933 Act; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit in accordance with standards of the Public Company Accounting Oversight Board (United States)) consisting of a reading of the latest available financial statements of the Bank prepared by the Bank, a reading of

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the minutes of the meetings of the Board of Directors, Executive Committee and Audit Committee of the Bank, as applicable, and consultations with officers of the Bank responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) audited financial statements and any unaudited interim financial statements included in the Prospectus are not in conformity with the 1933 Act, applicable accounting requirements of the OTS and accounting principles generally accepted in the United States of America applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; or (B) during the period from the date of the latest financial statements included in the Prospectus to a specified date not more than three business days prior to the date of the Prospectus, except as has been described in the Prospectus, there was any increase in borrowings of the Bank, other than normal deposit fluctuations for the Bank; or (C) there was any decrease in the total assets for loan losses, total deposits or net worth of the Bank at the date of such letter as compared with amounts shown in the latest balance sheet included in the Prospectus or there was any decrease in net income or net interest income of the Bank for the number of full months commencing immediately after the period covered by the latest audited income statement included in the Prospectus and ended on the latest month ended prior to the date of the Prospectus as compared to the corresponding period in the preceding year; and (iii) stating that, in addition to the audit referred to in their opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this subsection (h), they have compared with the general accounting records of the Bank, which are subject to the internal controls of the Bank, the accounting system and other data prepared by the Bank, directly from such accounting records, to the extent specified in such letter, such amounts and/or percentages set forth in the Prospectus as the Agent may reasonably request; and they have found such amounts and percentages to be in agreement therewith (subject to rounding).

(i) At the Closing Date, the Agent shall receive a letter dated the Closing Date, addressed to the Agent, confirming the statements made by Michael Trokey & Company, P.C. in the letter delivered by it pursuant to subsection (h) of this Section 7, the “specified date” referred to in clause (ii) of subsection (h) to be a date specified in the letter required by this subsection (i) which for purposes of such letter shall not be more than three business days prior to the Closing Date.

(j) At the Closing Date, the Company shall receive a letter from RP Financial, LC., dated the Closing Date (i) confirming that said firm is independent of the Company, the MHC and the Bank and is experienced and expert in the area of corporate appraisals within the meaning of Title 12 of the Code of Federal Regulations, Section 563b.200(b), (ii) stating in effect that the Appraisal prepared by such firm complies in all material respects with the applicable requirements of Title 12 of the Code of Federal Regulations, and (iii) further stating that its opinion of the aggregate pro forma market value of the Company including the Bank, as most recently updated, remains in effect.

(k) At or prior to the Closing Date, the Agent shall receive: (i) a copy of the letters from the OTS approving the MHC-1/MHC-2 Application, the Holding Company Application and authorizing the use of the Prospectus; (ii) a copy of the orders from the Commission declaring the Registration Statement and the Exchange Act Registration

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Statement effective; (iii) a certificate from the OTS evidencing the valid existence of the the Bank; (iv) a certificate from the FDIC evidencing the Bank’s insurance of accounts; (v) a certificate from the FHLB-Chicago evidencing the Bank’s membership therein; and (vi) a certified copy of the Bank’s Charter and Bylaws. As soon as practicable after the Closing Date, the Agent shall receive certified copies of the Charters and Bylaws of the MHC and the Company.

(l) Subsequent to the date hereof, there shall not have occurred any of the following; (i) a suspension or limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”) or in the over-the-counter market, or quotations halted generally on The Nasdaq Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or the NASD or by order of the Commission or any other governmental authority; (ii) a general moratorium on the operations of commercial banks, or federal savings and loan associations or a general moratorium on the withdrawal of deposits from commercial banks or federal savings and loan associations declared by federal or state authorities; (iii) the engagement by the United States in hostilities which have resulted in the declaration, on or after the date hereof, of a national emergency or war; or (iv) a material decline in the price of equity or debt securities if the effect of such a declaration or decline, in the Agent’s reasonable judgment, makes it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus.

(m) At or prior to the Closing Date, counsel to the Agent shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the sale of the Shares as herein contemplated and related proceedings or in order to evidence the occurrence or completeness of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the MHC, the Company and the Bank in connection with the sale of the Shares as herein contemplated shall be satisfactory in form and substance to the Agent and its counsel.

(n) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Agent and to counsel for the Agent. Any certificate signed by an officer of the MHC, the Company or the Bank and delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by the MHC, the Company or the Bank, as the case may be, to the Agent as to the statements made therein.

Section 8. Indemnification.

(a) The MHC, the Company and the Bank, jointly and severally agree to indemnify and hold harmless the Agent, its respective officers and directors, employees and agents, and each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense whatsoever (including, but not limited to, settlement expenses), joint or several, that the Agent or any of them may suffer or to which the Agent and any such

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persons may become subject under all applicable federal or state laws or otherwise, and to promptly reimburse the Agent and any such persons upon written demand for any expense (including all fees and disbursements of counsel) incurred by the Agent or any of them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the MHC-1/MHC-2 Application (or any amendment or supplement thereto), the Holding Company Application (or any amendment or supplement thereto) or any instrument or document executed by the MHC, the Company or the Bank or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the MHC, the Company or the Bank as a broker-dealer or its officers, directors and employees as broker-dealers or agents, under the securities laws thereof (collectively, the “Blue Sky Application”), or any document, advertisement, oral statement or communication (“Sales Information”) prepared, made or executed by or on behalf of the MHC, the Company or the Bank with its consent and based upon written or oral information furnished by or on behalf of the MHC, the Company or the Bank, whether or not filed in any jurisdiction, in order to qualify or register the Shares or to claim an exemption therefrom under the securities laws thereof; (ii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing documents or information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the MHC-1/MHC-2 Application (or any amendment or supplement thereto) the Holding Company Application (or any amendment or supplement thereto), any Blue Sky Application or Sales Information or other documentation distributed in connection with the Reorganization; provided, however, that no indemnification is required under this paragraph (a) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue material statement or alleged untrue material statement in, or material omission or alleged material omission from, the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the MHC-1/MHC-2 Application, the Holding Company Application, any Blue Sky Application or Sales Information made in reliance upon and in conformity with information furnished in writing to the Bank, MHC and Company, by the Agent or its counsel regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Bank, MHC, and Company, by the Agent regarding the Agent is set forth in the Prospectus in the first paragraph under the caption “The Reorganization and Stock Offering—Marketing Arrangements”; and, provided further, that such indemnification shall be limited to the extent prohibited by the Commission, the OTS, the FDIC and the Board of Governors of the Federal Reserve.

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(b) The Agent agrees to indemnify and hold harmless the MHC, the Company and the Bank, their directors and officers and each person, if any, who controls the MHC, the Company or the Bank within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several, which they, or any of them, may suffer or to which they, or any of them may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the MHC, the Company, the Bank, and any such persons upon written demand for any expenses (including reasonable fees and disbursements of counsel) incurred by them, or any of them, in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the MHC-1/MHC-2 Application (or any amendment or supplement thereto), the Holding Company Application, the preliminary or final Prospectus (or any amendment or supplement thereto), any Blue Sky Application or Sales Information, (ii) are based upon the omission or alleged omission to state in any of the foregoing documents a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the MHC-1/MHC-2 Application (or any amendment or supplement thereto), the Holding Company Application, or any Blue Sky Application or Sales Information or other documentation distributed in connection with the Offering; provided, however, that the Agent’s obligations under this Section 8(b) shall exist only if and only to the extent that such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was omitted from, the Registration Statement (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), the MHC-1/MHC-2 Application (or any amendment or supplement thereto), the Holding Company Application, any Blue Sky Application or Sales Information in reliance upon and in conformity with information furnished in writing to the MHC, the Company or the Bank, by the Agent or its counsel regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the MHC, the Company or the Bank, by the Agent regarding the Agent is set forth in the Prospectus in the first paragraph under the caption “The Reorganization and Stock Offering—Marketing Arrangements.”

(c) Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this Section 8 or otherwise. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume defense of such action with counsel chosen by it and approved by the indemnified parties that are defendants in such

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action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (and any special counsel that said firm may retain) for each indemnified party in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances.

Section 9. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 8 is due in accordance with its terms but is for any reason held by a court to be unavailable from the MHC, the Company, the Bank or the Agent, the MHC, the Company, the Bank and the Agent shall contribute to the aggregate losses, claims, damages and liabilities (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding, but after deducting any contribution received by the MHC, the Company, the Bank or the Agent from persons other than the other parties thereto, who may also be liable for contribution) in such proportion so that the Agent is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 2 of this Agreement (not including expenses) bears to the gross proceeds received by the Company from the sale of the Shares in the Offering, and the MHC, the Company and the Bank shall be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault of the MHC, the Company and the Bank on the one hand and the Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereto), but also the relative benefits received by the MHC, the Company and the Bank on the one hand and the Agent on the other from the Offering (before deducting expenses). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the MHC, the Company and the Bank on the one hand or the Agent on the other and the parties relative intent, good faith, knowledge, access to information and opportunity to correct or prevent such statement or omission. The MHC, the Company, the Bank and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro-rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 9. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof) referred to above in this Section 9 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount pursuant to Section 8(b) or this Section 9 which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to the Agent under this Agreement. It is understood that the above stated

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limitation on the Agent’s liability is essential to the Agent and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the MHC, the Company, the Bank and the Agent under this Section 9 and under Section 8 shall be in addition to any liability which the Company and the Agent may otherwise have. For purposes of this Section 9, each of the Agent’s, the MHC’s, the Company’s or the Bank’s officers and directors and each person, if any, who controls the Agent or the MHC, the Company or the Bank within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Agent on the one hand, or, the MHC, the Company or the Bank on the other hand. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 9, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 9.

Section 10. Survival of Agreements, Representations and Indemnities. The respective indemnities of the MHC, the Company, the Bank and the Agent, the representations and warranties and other statements of the MHC, the Company, the Bank and the Agent set forth in or made pursuant to this Agreement and the provisions relating to contribution shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the MHC, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the MHC, the Company and the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

Section 11. Termination. The Agent may terminate this Agreement by giving the notice indicated below in this Section 11 at any time after this Agreement becomes effective as follows:

(a) If any domestic or international event or act or occurrence has materially disrupted the United States securities markets such as to make it, in the Agents reasonable opinion, impracticable to proceed with the offering of the Shares; or if trading on the NYSE shall have suspended (except that this shall not apply to the imposition of NYSE trading collars imposed on program trading); or if the United States shall have become involved in a war or major hostilities; or if a general banking moratorium has been declared by a state or federal authority which has a material effect on the Company on a consolidated basis; or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if there shall have been a material adverse change in the financial condition, results of operations or business of the Bank, or if the Bank shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, whether or not said loss shall have been insured; or if there shall have been a material adverse change in the financial condition, results of operations or business of the Bank.

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(b) In the event the Company fails to sell the required minimum number of the Shares by the date when such sales must be completed, in accordance with the provisions of the Plan or as required by the Reorganization Regulations, and applicable law, this Agreement shall terminate upon refund by the Company to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except as set forth in Sections 2(a) and (d), 6, 8 and 9 hereof.

(c) If any of the conditions specified in Section 7 shall not have been fulfilled when and as required by this Agreement, unless waived in writing, or by the Closing Date, this Agreement and all of the Agents obligations hereunder may be cancelled by the Agent by notifying the Company of such cancellation in writing or by telegram at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any party to any other party except as otherwise provided in Sections 2(a), 2(d), 6, 8 and 9 hereof.

(d) If the Agent elects to terminate this Agreement as provided in this Section, the MHC, the Company and the Bank shall be notified promptly by telephone or telegram, confirmed by letter.

The MHC, the Company or the Bank may terminate this Agreement in the event the Agent is in material breach of the representations and warranties or covenants contained in Section 5 and such breach has not been cured after the MHC, the Company or the Bank has provided the Agent with notice of such breach.

This Agreement may also be terminated by mutual written consent of the parties hereto.

Section 12. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be mailed in writing and if sent to the Agent shall be mailed, delivered or telegraphed and confirmed to Keefe, Bruyette & Woods, 211 Bradenton Drive, Dublin, Ohio 43017-5034, Attention: Harold Hanley (with a copy to Luse Gorman Pomerenk & Schick, P.C., 5335 Wisconsin Avenue, NW, Suite 400, Washington, DC 20015, Attention: Robert I. Lipsher) and, if sent to the MHC, the Company or the Bank, shall be mailed, delivered or telegraphed and confirmed to the Company at 28 West Broadway, Trenton, Illinois 62293-1304, Attention: Robert J. Stroh, Jr. (with a copy to Muldoon Murphy & Aguggia LLP, 5101 Wisconsin Avenue, N.W., Washington, DC 20016, Attention: Paul M. Aguggia).

Section 13. Parties. The MHC, the Company and the Bank shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Agent when the same shall have been given by the undersigned. The Agent shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the MHC, the Company or the Bank, when the same shall have been given by the undersigned or any other officer of the MHC, the Company or the Bank. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Agent, the MHC, the Company, the Bank and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. It is understood and agreed that this Agreement is the exclusive agreement among the parties hereto, and supersedes any prior

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agreement among the parties and may not be varied except in writing signed by all the parties.

Section 14. Closing. The closing for the sale of the Shares shall take place on the Closing Date at such location as mutually agreed upon by the Agent and the Company and the Bank. At the closing, the Company and the Bank shall deliver to the Agent in next day funds the commissions, fees and expenses due and owing to the Agent as set forth in Sections 2 and 6 hereof and the opinions and certificates required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus.

Section 15. Partial Invalidity. In the event that any term, provision or covenant herein or the application thereof to any circumstance or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstances or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law.

Section 16. Construction. This Agreement shall be construed in accordance with the laws of the State of New York.

Section 17. Counterparts. This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

Section 18. Entire Agreement. This Agreement, including schedules and exhibits hereto, which are integral parts hereof and incorporated as though set forth in full, constitutes the entire agreement between the parties pertaining to the subject matter hereof superseding any and all prior or contemporaneous oral or prior written agreements, proposals, letters of intent and understandings, and cannot be modified, changed, waived or terminated except by a writing which expressly states that it is an amendment, modification or waiver, refers to this Agreement and is signed by the party to be charged. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

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If the foregoing correctly sets forth the arrangement among the MHC, the Company, the Bank and the Agent, please indicate acceptance thereof in the space provided below for that purpose, whereupon this letter and the Agents acceptance shall constitute a binding agreement.

Very truly yours,

TEMPO BANK	SUGAR CREEK FINANCIAL CORP. (In formation)
By Its Authorized Representative	By Its Authorized Representative:
Robert J. Stroh, Jr. Chairman of the Board, Chief Executive Officer and Chief Financial Officer	Robert J. Stroh, Jr. Chairman of the Board, Chief Executive Officer and Chief Financial Officer
SUGAR CREEK MHC (In formation)
By Its Authorized Representative
Robert J. Stroh, Jr. Chairman of the Board, Chief Executive Officer and Chief Financial Officer
Accepted as of the date first above written
Keefe, Bruyette & Woods, Inc.
Managing Director

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EX-3.2

Exhibit 3.2

BYLAWS

OF

SUGAR CREEK FINANCIAL CORP.

ARTICLE I. Home Office

The home office of Sugar Creek Financial Corp. (the “Subsidiary Holding Company”) is 28 West Broadway, in the City of Trenton, in the County of Clinton, in the State of Illinois.

ARTICLE II. Shareholders

Section l. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Subsidiary Holding 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 Subsidiary Holding Company for the election of directors and for the transaction of any other business of the Subsidiary Holding Company shall be held annually within 150 days after the end of the Subsidiary Holding Company’s fiscal year on such date 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 (“Office”) or the Federal MHC Subsidiary Holding Company Charter, may be called at any time by the chairman of the board, the president or 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 the holders of not less than one-tenth of all of the outstanding capital stock of the Subsidiary Holding Company entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Subsidiary Holding 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 by the person designated by the board of directors to preside at such meetings in accordance with the written procedures agreed to by the board of directors. These written procedures will be available to shareholders prior to and at the meeting to which the procedures apply. The board of directors shall designate, when present, either the chairman of the board or such other person as designated by the board of directors 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 or by mail, by or at the direction of the chairman of the board, the president, 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 Subsidiary Holding 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 Subsidiary Holding Company shall make a complete list of the shareholders 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 Subsidiary Holding 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 shall also 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 Subsidiary Holding 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. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum. 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 of the Subsidiary Holding Company. Directors, however, are elected by a plurality of the votes cast at an election of directors.

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Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his 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 Subsidiary Holding Company to the contrary, at any meeting of the shareholders of the Subsidiary Holding 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 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 by 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 Subsidiary Holding 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 thereof 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 Subsidiary Holding 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 Subsidiary Holding 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. 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.

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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 13. Nominating Committee. 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 Subsidiary Holding 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 Subsidiary Holding Company at least 30 days prior to the date of the annual meeting; provided, however, that in the event that less than 40 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was made. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding 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 14. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary at least 30 days before the date of the annual meeting; provided, however, that in the event that less than 40 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was made, and all other business so stated, proposed and filed shall be considered at the annual meeting so long as such business relates to a proper subject matter for shareholder action; 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

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more thereafter. A shareholder’s notice to the secretary shall set forth as to each matter the shareholder proposed to bring before the annual meeting (a) a brief description of the proposal desired to be brought before the annual meeting and (b) the name and address of such shareholder and the class and number of shares of the Subsidiary Holding Company which are owned of record or beneficially by such shareholder. 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 15. Informal Action by Shareholders. Any action required to be taken at a meeting of 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 thereof.

ARTICLE III. Board of Directors

Section l. General Powers. The business and affairs of the Subsidiary Holding Company shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board from among its members and, when present, the chairman of the board shall preside at its meetings. If the chairman of the board is not present, the board shall select one of its members to preside at its meeting.

Section 2. Number and Term. The board of directors shall consist of six (6) 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 other notice 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 Subsidiary Holding Company unless the Subsidiary Holding 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 or by one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place 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 and speak to each other. Such participation shall constitute presence in person for all purposes.

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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 telegram 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 mailed, when delivered to the telegraph company if sent by telegram, or when the Subsidiary Holding 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, 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 Subsidiary Holding Company addressed to the chairman of the board. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board. 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 only 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.

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Section 12. Compensation. Directors, as such, may receive compensation 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 Subsidiary Holding Company who is present at a meeting of the board of directors at which action on any Subsidiary Holding 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 Subsidiary Holding 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 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 16. Age Limitation for Directors. No person 75 years of age shall be eligible for election, re-election, appointment or re-appointment to the board of directors of the Subsidiary Holding Company. No director shall serve as such beyond the annual meeting of the Subsidiary Holding Company immediately following his or her 75^th birthday.

ARTICLE IV. Executive and Other Committees

Section l. 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.

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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 Subsidiary Holding 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 Subsidiary Holding Company otherwise than in the usual and regular course of its business; a voluntary dissolution of the Subsidiary Holding 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 Subsidiary Holding

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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 committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Subsidiary Holding Company and may prescribe the duties, constitution and procedures thereof.

ARTICLE V. Officers

Section l. Positions. The officers of the Subsidiary Holding Company shall be a chief executive officer, a president, one or more vice presidents, a secretary and a treasurer or comptroller, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The offices of the chief executive officer, the president or the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer or comptroller. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Subsidiary Holding 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 Subsidiary Holding 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 Subsidiary Holding 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 Subsidiary Holding 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.

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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 by employment contracts or otherwise.

Section 6. Age Limitation for Officers. No person 75 years of age shall be eligible for election, re-election, appointment or re-appointment to the board of directors of the Subsidiary Holding Company following his or her 75^th birthday unless specifically authorized by specific resolution of the board of directors.

ARTICLE VI. Contracts, Loans, Checks and Deposits

Section l. 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 Subsidiary Holding Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Subsidiary Holding Company. Such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Subsidiary Holding 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 Subsidiary Holding Company shall be signed by one or more officers, employees or agents of the Subsidiary Holding Company in such manner as shall from time to time be determined by the board of directors.

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

ARTICLE VII. Certificates for Shares and Their Transfer

Section l. Certificates for Shares. Certificates representing shares of capital stock of the Subsidiary Holding 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 Subsidiary Holding 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 Subsidiary Holding 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 Subsidiary Holding Company. All certificates surrendered to the

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Subsidiary Holding 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 case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Subsidiary Holding Company as the board of directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Subsidiary Holding 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 Subsidiary Holding 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 Subsidiary Holding Company shall be deemed by the Subsidiary Holding Company to be the owner for all purposes.

ARTICLE VIII. Fiscal Year

The fiscal year of the Subsidiary Holding Company shall end on March 31 of each year. The appointment of accountants shall be subject to annual ratification by the shareholders.

ARTICLE IX. Dividends

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

ARTICLE X. Corporate Seal

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

ARTICLE XI. Amendments

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 majority vote of the authorized board of directors, or by a majority vote of the votes cast by the shareholders of the Subsidiary Holding Company at any legal meeting, and (ii) receipt of any applicable regulatory approval. When the Subsidiary Holding 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.

ARTICLE XII. Indemnification

The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Subsidiary Holding Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

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EX-5.0

Exhibit 5.0

January 30, 2007

Board of Directors

Sugar Creek Financial Corp.

28 West Broadway

Trenton, Illinois 62293-1304

Re: Registration Statement on Form SB-2

Ladies and Gentlemen:

We have acted as special counsel for Sugar Creek Financial Corp., a federally chartered stock holding company (the “Company”), in connection with the registration statement on Form SB-2 (the “Registration Statement”) initially filed on December 14, 2006, by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and the regulations promulgated thereunder.

The Registration Statement relates to the proposed issuance by the Company of up to 565,369 shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) in a subscription offering, a community offering and a syndicated community offering (the “Offerings”). The issuance is pursuant to the Plan of Reorganization and Stock Issuance, as amended and restated, adopted by Tempo Bank (the “Bank”).

In the preparation of this opinion, we have examined originals or copies identified to our satisfaction of: (i) the Company’s charter to be filed with the Office of Thrift Supervision; (ii) the Company’s Bylaws; (iii) the Registration Statement, including the prospectus contained therein and the exhibits thereto; (iv) certain resolutions of the Board of Directors of the Bank, as the organizer (“Organizer”) of the Company relating to the issuance of the Common Stock being registered under the Registration Statement; (v) the Plan of Reorganization and Stock Issuance; (vi) the trust agreement for the Bank’s employee stock ownership plan (the “ESOP”) and the form of loan agreement between the Company and the ESOP; and (vii) the form of stock certificate approved by the Organizer of the Company to represent shares of Common Stock. We have also examined originals or copies of such documents, corporate records, certificates of public officials and other instruments, and have conducted such other investigations of law and fact, as we have deemed necessary or advisable for purposes of our opinion.

Board of Directors

Sugar Creek Financial Corp.

January 30, 2007

Page 2

In our examination, we have assumed, without verification, the genuineness of all signatures, the authenticity of all documents and instruments submitted to us as originals, the conformity to the originals of all documents and instruments submitted to us as certified or conformed copies, the correctness of all certificates, and the accuracy and completeness of all records, documents, instruments and materials made available to us by the Company.

Our opinion is limited to the matters set forth herein, and we express no opinion other than as expressly set forth herein. In rendering the opinion set forth below, we do not express any opinion concerning law other than federal law. Our opinion is expressed as of the date hereof and is based on laws currently in effect. Accordingly, the conclusions set forth in this opinion are subject to change in the event that any laws should change or be enacted in the future. We are under no obligation to update this opinion or to otherwise communicate with you in the event of any such change.

For purposes of this opinion, we have assumed that, prior to the issuance of any shares, (i) the Registration Statement, as finally amended, will have become effective under the Act and (ii) the reorganization of the Bank will have become effective.

Based upon and subject to the foregoing, it is our opinion that, upon the due adoption by the Company (or authorized committee thereof) of a resolution fixing the number of shares of Common Stock to be sold in the Offerings, such shares when issued and sold, in the manner described in the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal and Tax Opinions” in the prospectus which is part of the Registration Statement as such may be amended or supplemented, or incorporated by reference in any Registration Statement covering additional shares of Common Stock to be issued or sold under the Plan of Reorganization and Stock Issuance that is filed pursuant to Rule 462(b) under the Act, and to the reference to our firm in the Form MHC-1, Form MHC-2 and Form H-(e)1-S. In giving such consent, we do not hereby admit that we are experts or are otherwise within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ MULDOON MURPHY & AGUGGIA LLP

EX-8.1

Exhibit 8.1

January 30, 2007

Board of Directors

Sugar Creek Financial Corp.

28 West Broadway

Trenton, Illinois 62293-1304

Dear Board Members:

You have asked our opinion regarding certain federal income tax consequences of the proposed transactions (collectively, the “Reorganization”), more fully described below, pursuant to which Tempo Bank (the “Bank”), a federally-chartered savings bank, will reorganize into the federally-chartered mutual holding company structure. We are rendering this opinion pursuant to Section 21 of the Plan of Reorganization and Stock Issuance (the “Plan of Reorganization”). As used in this letter, “Mutual Bank” refers to the Bank before the Reorganization and “Stock Bank” refers to the Bank after the Reorganization. All other capitalized terms used but not defined in this letter shall have the meanings assigned to them in the Plan of Reorganization.

The Reorganization will be effected, pursuant to the Plan of Reorganization, as follows:

(i) the Mutual Bank will organize an interim federal stock savings bank as a wholly owned subsidiary (“Interim One”);

(ii) Interim One will organize a stock corporation as a wholly owned subsidiary (“Sugar Creek Financial Corp.”);

(iii) Interim One will organize an interim federal stock savings bank as a wholly owned subsidiary (“Interim Two”);

(iv) the Mutual Bank will convert its charter to a federal stock savings bank charter to become the Stock Bank (the “Conversion”) and Interim One will exchange its charter for a federal mutual holding company charter to become the “Mutual Holding Company;”

(v) sequentially with step (iv), Interim Two will merge with and into the Stock Bank with the Stock Bank as the resulting institution;

(vi) former members of the Mutual Bank will become members of the Mutual Holding Company;

(vii) 100% of the issued common stock of the Stock Bank will be transferred to the Mutual Holding Company in exchange for the membership interests in the Mutual Bank that are conveyed to the Mutual Holding Company (the “Exchange”);

(viii) the Mutual Holding Company will transfer 100% of the issued common stock of the Stock Bank to Sugar Creek Financial Corp. in a capital distribution; and

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January 30, 2007

Page 2

(ix) Sugar Creek Financial Corp. will issue a majority of its common stock to the Mutual Holding Company.

Simultaneously with the Reorganization, Sugar Creek Financial Corp. will offer to sell additional shares of its common stock pursuant to the Plan of Reorganization, with priority subscription rights granted in descending order as follows:

(i) to depositors of the Bank with deposits having an aggregate account balance of at least $50 as of the close of business on September 30, 2005 (“Eligible Account Holders”);

(ii) to the Bank’s employee stock ownership plan;

(iii) to depositors of the Bank with deposits having an aggregate account balance of at least $50 as of the close of business on the last day of the calendar quarter preceding the Office of Thrift Supervision’s approval of the Reorganization (“Supplemental Eligible Account Holders”);

(iv) to certain other depositors and borrowers of the Bank who do not already have subscription rights pursuant to (i) through (iii), above (“Other Members”); and

(v) to the general public.

In connection with the opinions expressed below, we have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of the Plan of Reorganization, the Prospectus and of such corporate records of the parties to the Reorganization as we have deemed appropriate. We have also relied, without independent verification, upon the factual representations of the Bank included in a Certificate of Representations. We have assumed that such representations are true and that the parties to the Reorganization will act in accordance with the Plan of Reorganization. We express no opinion concerning the effects, if any, of variations from the foregoing.

In issuing the opinions set forth below, we have referred solely to existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations thereunder, current administrative rulings, notices, procedures and court decisions. Such laws, regulations, administrative rulings, notices and procedures and court decisions are subject to change at any time. Any such change could affect the continuing validity of the opinions set forth below. This opinion is as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof.

Based on and subject to the foregoing, it is our opinion that for federal income tax purposes, under current tax law:

(a) With regard to the Conversion:

(1) the Conversion will constitute a reorganization under section 368(a)(1)(F) of the Code, and the Bank (in either its mutual form (the “Mutual Bank”) or its stock form (the “Stock Bank”) will recognize no gain or loss as a result of the Conversion;

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January 30, 2007

Page 3

(2) the basis of each asset of the Mutual Bank held by the Stock Bank immediately after the Conversion will be the same as the Mutual Bank’s basis for such asset immediately prior to the Conversion;

(3) the holding period of each asset of the Mutual Bank received by the Stock Bank immediately after the Conversion will include the period during which such asset was held by the Mutual Bank prior to the Conversion;

(4) for purposes of Code section 381(b), the Stock Bank will be treated as if there had been no reorganization and, accordingly, the taxable year of the Mutual Bank will not end on the effective date of the Conversion and the tax attributes of the Mutual Bank (subject to application of Code sections 381, 382 and 384) including the Mutual Bank’s bad debt reserves and earnings and profits, will be taken into account by the Stock Bank as if the Conversion had not occurred;

(5) the Mutual Bank’s members will recognize no gain or loss upon their constructive receipt of shares of the Stock Bank common stock, pursuant to the Conversion, solely in exchange for their mutual ownership interest (i.e., liquidation and voting rights) in the Mutual Bank; and

(6) no gain or loss will be recognized by members of the Mutual Bank upon the issuance to them of deposits in the Stock Bank in the same dollar amount and upon the same terms as their deposits in the Mutual Bank;

(b) With regard to the Exchange:

(1) the Exchange will qualify as an exchange of property for stock under section 351 of the Code;

(2) the initial stockholders of the Stock Bank (the former Mutual Bank members) will recognize no gain or loss upon the constructive transfer to the Mutual Holding Company of the shares of the Stock Bank they constructively received in the Conversion solely in exchange for mutual ownership interests (i.e., liquidation and voting rights in the Mutual Holding Company); and

(3) the Mutual Holding Company will recognize no gain or loss upon its receipt of the common stock of the Stock Bank in exchange for mutual ownership interests in the Mutual Bank;

(c) With regard to the Mutual Holding Company’s transfer of 100% of the common stock of the Stock Bank to Sugar Creek Financial Corp.:

(1) Sugar Creek Financial Corp. will recognize no gain or loss upon its receipt of 100% of the common stock of the Stock Bank from the Mutual Holding Company; and

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January 30, 2007

Page 4

(2) the Mutual Holding Company will recognize no gain or loss upon its transfer of 100% of the common stock of the Stock Bank to Sugar Creek Financial Corp.; and

(d) With regard to those who hold subscription rights:

(1) it is more likely than not that the fair market value of the non-transferable subscription rights to purchase shares of common stock of Sugar Creek Financial Corp. to be issued to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members (the “Subscription Rights”) is zero and, accordingly, that no income will be realized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon the issuance to them of the Subscription Rights (Section 356(a) of the Code) or upon the exercise of the Subscription Rights (Rev. Rul. 56-572, 1956-2 C.B. 182);

(2) it is more likely than not that the tax basis to the holders of shares of common stock purchased in the Reorganization pursuant to the exercise of the Subscription Rights will be the amount paid therefor, and that the holding period for such shares of common stock will begin on the date of completion of the Reorganization (Section 1012 of the Code); and

(3) the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of purchase (Section 1223(6) of the Code).

The opinions set forth in (d)(1) and (d)(2) above are based on the position that the subscription rights do not have any market value at the time of distribution or at the time they are exercised. Whether subscription rights have a market value for federal income tax purposes is a question of fact, depending upon all relevant facts and circumstances. The Internal Revenue Service will not issue rulings on whether subscription rights have a market value. We are unaware of any instance in which the Internal Revenue Service has taken the position that nontransferable subscription rights issued by a converting financial institution have a market value. The subscription rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the recipients the right only to purchase Sugar Creek Financial Corp. common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock. We believe that it is more likely than not (i.e., that there is more than a 50% likelihood) that the subscription rights have no market value for federal income tax purposes.

This opinion is given solely for the benefit of the parties to the Plan of Reorganization, the shareholders of Stock Bank and Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who receive subscription rights pursuant to the Plan of Reorganization, and may not be relied upon by any other party or entity or referred to in any

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January 30, 2007

Page 5

document without our express written consent. We consent to the filing of this opinion as an exhibit to the Forms MHC-1, MHC-2 and H-(e)1-S filed with the Office of Thrift Supervision and as an exhibit to the registration statement on Form SB-2 filed with the Securities and Exchange Commission in connection with the Reorganization, and to the reference thereto in the prospectus included in the registration statement on Form SB-2 under the headings “The Reorganization and Stock Offering- Material Income Tax Consequences” and “Legal and Tax Opinions.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ MULDOON MURPHY & AGUGGIA LLP

EX-8.2

Exhibit 8.2

MICHAEL TROKEY & COMPANY, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

10411 CLAYTON ROAD

ST. LOUIS, MISSOURI 63131

January 30, 2007

The Boards of Directors

Tempo Bank

Sugar Creek Financial Corp

Sugar Creek MHC

28 West Broadway

Trenton, Illinois 62293

Gentlemen:

You have requested an opinion from our Firm regarding the Illinois state tax consequences of the proposed transactions (collectively, the “Conversion”), pursuant to which Tempo Bank (“Bank”) will (i) convert to a stock savings bank (the “Stock Bank”) as the successor to the Bank in its current mutual form; (ii) organize Sugar Creek Financial Corp. (“Holding Company”), a stock holding company as a federally chartered corporation, which will own 100% of the common stock of the Stock Bank; and (iii) organize Sugar Creek MHC (“MHC”), a mutual holding company as a federally chartered mutual holding company, which will own at least 51% of the common stock of Sugar Creek Financial so long as Sugar Creek MHC remains in existence. The Stock Bank will succeed to the business and operations of the Bank in its mutual form and Sugar Creek Financial will sell a minority interest in its common stock in a public stock offering.

FACTS AND ASSUMPTIONS

Our opinion is based upon facts and assumptions consistent with those stated in the Federal Tax Opinion obtained by you from the firm of Muldoon Murphy & Aguggia LLP dated January 30, 2007. We rely on the same assumptions upon which they relied therein and also upon their opinions stated therein with respect to the federal tax liability.

We have relied, in part, that factual descriptions included in the Muldoon Murphy & Aguggia LLP opinion are correct regarding the federal income tax consequences of the proposed conversion.

The basic assumptions made for federal tax purposes do not differ from those which are assumed for state tax purposes.

The Boards of Directors

January 30, 2007

Page 2

ANALYSIS AND OPINION

The Illinois Income Tax Act (“IITA”) follow federal income tax law by virtue of 35 ILCS 5/403 and 35 ILCS 5/203, and other applicable provisions of the IITA and the interpretations thereof. That section provides that Illinois taxable income of a corporation is taxable income properly reportable for Federal income tax purposes under the provisions of the Internal Revenue Code from sources within Illinois, subject to certain modifications.

We have relied upon the factual descriptions contained in the opinion of Muldoon Murphy & Aguggia LLP that states:

(1) the Conversion will constitute a reorganization under section 368(a)(1)(F) of the Code, and the Bank (in either its mutual form or its stock form will recognize no gain or loss as a result of the Conversion;

(2) the basis of each asset of the Mutual Bank held by the Stock Bank immediately after the Conversion will be the same as the Mutual Bank’s basis for such asset immediately prior to the Conversion;

(3) the holding period of each asset of the Mutual Bank received by the Stock Bank immediately after the Conversion will include the period during which such asset was held by the Mutual Bank prior to the Conversion;

(4) for purposes of Code section 381(b), the Stock Bank will be treated as if there had been no reorganization and, accordingly, the taxable year of the Mutual Bank will not end on the effective date of the Conversion and the tax attributes of the Mutual Bank (subject to application of Code sections 381, 382 and 384) including the Mutual Bank’s bad debt reserves and earnings and profits, will be taken into account by the Stock Bank as if the Conversion had not occurred;

(5) the Mutual Bank’s members will recognize no gain or loss upon their constructive receipt of shares of the Stock Bank common stock, pursuant to the Conversion, solely in exchange for their mutual ownership interest (i.e., liquidation and voting rights) in the Mutual Bank; and

(6) no gain or loss will be recognized by members of the Mutual Bank upon the issuance to them of deposits in the Stock Bank in the same dollar amount and upon the same terms as their deposits in the Mutual Bank;

(b) With regard to the Exchange:

(1) the Exchange will qualify as an exchange of property for stock under section 351 of the Code;

(2) the initial stockholders of the Stock Bank (the former Mutual Bank members) will recognize no gain or loss upon the constructive transfer to the Mutual Holding Company of the shares of the Stock Bank they constructively received in the Conversion solely in exchange for mutual ownership interests (i.e., liquidation and voting rights in the Mutual Holding Company); and

The Boards of Directors

January 30, 2007

Page 3

(3) the Mutual Holding Company will recognize no gain or loss upon its receipt of the common stock of the Stock Bank in exchange for mutual ownership interests in the Mutual Bank;

(c) With regard to the Mutual Holding Company’s transfer of 100% of the common stock of the Stock Bank to Sugar Creek Financial Corp.:

(1) Sugar Creek Financial Corp. will recognize no gain or loss upon its receipt of 100% of the common stock of the Stock Bank from the Mutual Holding Company; and

(2) the Mutual Holding Company will recognize no gain or loss upon its transfer of 100% of the common stock of the Stock Bank to Sugar Creek Financial Corp.; and

(d) With regard to those who hold subscription rights:

(1) it is more likely than not that the fair market value of the non-transferable subscription rights to purchase shares of common stock of Sugar Creek Financial Corp. to be issued to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members (the “Subscription Rights”) is zero and, accordingly, that no income will be realized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon the issuance to them of the Subscription Rights (Section 356(a) of the Code) or upon the exercise of the Subscription Rights (Rev. Rul. 56-572, 1956-2 C.B. 182);

(2) it is more likely than not that the tax basis to the holders of shares of common stock purchased in the Reorganization pursuant to the exercise of the Subscription Rights will be the amount paid therefor, and that the holding period for such shares of common stock will begin on the date of completion of the Reorganization (Section 1012 of the Code); and

(3) the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of purchase (Section 1223(6) of the Code).

Assuming no gain will recognized by the Bank, MHC or Company, or Stock Bank with respect to the proposed transaction under Federal income tax rules, the proposed conversion will not result in the recognition of any gain or loss for purpose of Illinois income tax.

Our opinion is limited to the income tax consequences. There are other taxes imposed upon Illinois corporations in the savings and loan business and in other general business. Illinois corporate income tax will be imposed on the Holding Company and MHC at 7.3% of the Illinois taxable income and the Holding Company and MHC will also be required to file a corporate franchise tax report with the Illinois.

Since it is the conclusion of Muldoon Murphy & Aguggia LLP that it is more likely than not the depositors will recognize no gain or loss for federal tax purposes, the conversion therefore will not result in the recognition of any gain or loss by those depositors for Illinois tax purposes.

Boards of Directors

January 30, 2007

Page 4

If, of course, the tax law is changed at a later date, we do not assume any obligation to update or modify this opinion in the event the tax law changes. In addition, our opinion is confined to the specified Illinois income tax consequences of this transaction. We express no opinion regarding any other Illinois tax, or the tax of any other jurisdiction, state or federal.

This opinion confines itself to state tax consequences of this transaction. It is predicated on our assumptions of the facts as summarized in this letter. This opinion is rendered for the benefit of the Bank, Holding Company and the MHC in connection with the proposed transactions described herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement (Form SB-2) of the Corporation under the Securities Act of 1933, as amended, the Bank’s MHC-1, MHC-2 and H-(e)-S filed with the Office of Thrift Supervision, and to reference to the firm in the prospectus and proxy statement included herein.

Very truly yours,

/s/ Michael Trokey & Company, P.C.

EX-10.3

Exhibit 10.3

FORM OF

SUGAR CREEK FINANCIAL CORP.

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”), made this              day of                         , 2007, by and between SUGAR CREEK FINANCIAL CORP., a federally chartered corporation (the “Company”), and                          (“Executive”).

WHEREAS, Executive serves in a position of substantial responsibility; and

WHEREAS, the Company wishes to assure Executive’s services for the term of this Agreement; and

WHEREAS, Executive is willing to serve in the employ of the Company during the term of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and upon the other terms and conditions provided for in this Agreement, the parties hereby agree as follows:

1. Employment. The Company will employ Executive as                             . Executive will perform all duties and shall have all powers commonly incident to his position, or which, consistent with his position, the Board of Directors of the Company (the “Board”) delegates to Executive. Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Company and to carry out the duties and responsibilities reasonably appropriate to those offices.

2. Location and Facilities. The Company will furnish Executive with the working facilities and staff customary for executive officers with the titles and duties set forth in Section 1 and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Company and Tempo Bank (the “Bank”), or at such other site or sites customary for such offices.

3. Term.

a. The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the date of this Agreement (the “Effective Date”) and ending on the third anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 3.

b. Commencing on the first anniversary of the Effective Date and continuing on each anniversary of the Effective Date thereafter, the disinterested members of the Board may extend the Agreement term for an additional year, so that the remaining term of the Agreement again becomes thirty-six (36) months, unless Executive elects not to extend the term of this Agreement by giving written notice in accordance with Section 18 of this Agreement. The Board will review the Agreement and Executive’s performance annually for purposes of determining whether to extend the Agreement term and will include the rationale and results of its review in the minutes of its meeting. The Board will notify Executive as soon as possible after its annual review whether it has determined to extend the Agreement.

4. Base Compensation.

a. For his services as                         , the Company agrees to pay Executive an annual base salary at the rate of $                 per year, payable in accordance with customary payroll practices.

b. During the term of this Agreement, the Board will review the level of Executive’s base salary at least annually, based upon factors deemed relevant, in order to determine Executive’s base salary through the remaining term of the Agreement.

5. Bonuses. Executive will participate in discretionary bonuses or other incentive compensation programs that the Company or the Bank may sponsor for or award from time to time to senior management employees.

6. Benefit Plans. Executive will participate in life insurance, medical, dental, pension, profit sharing, retirement and stock-based compensation plans and other programs and arrangements that the Company or the Bank may sponsor or maintain for the benefit of their employees.

7. Vacations and Leave.

a. Executive may take vacations and other leave in accordance with applicable policy for senior executives, or otherwise as approved by the Board.

b. In addition to paid vacations and other leave, the Board may grant Executive a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the Board, in its discretion, may determine.

8. Expense Payments and Reimbursements. The Company will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Company.

9. Loyalty and Confidentiality.

a. During the term of this Agreement, Executive will devote all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement; provided, however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations that will not present any conflict of interest with the Company or any of its subsidiaries or affiliates, unfavorably affect the performance of Executive’s duties pursuant to this Agreement, or violate any applicable statute or regulation. Executive will not engage in any business or activity contrary to the business affairs or interests of the Company or any of its subsidiaries or affiliates.

b. Nothing contained in this Agreement will prevent or limit Executive’s right to invest in the capital stock or other securities or interests of any business dissimilar from that of the Company, or, solely as a passive, minority investor, in any business.

c. Executive agrees to maintain the confidentiality of any and all information concerning the operations or financial status of the Company and its affiliates; the names or addresses of any borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Company or its affiliates to which he

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may be exposed during the course of his employment. Executive further agrees that, unless required by law or specifically permitted by the Board in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally known to the public, nor will he use the information in any way other than for the benefit of the Company or its affiliates.

10. Termination and Termination Pay. Subject to Section 11 of this Agreement, Executive’s employment under this Agreement may be terminated in the following circumstances:

a. Death. Executive’s employment under this Agreement will terminate upon his death during the term of this Agreement, in which event Executive’s estate will receive the compensation due to Executive through the last day of the calendar month in which his death occurred.

b. Retirement. This Agreement will terminate upon Executive’s retirement under the retirement benefit plan or plans in which he participates pursuant to Section 6 of this Agreement or otherwise.

c. Disability.

i. The Board or Executive may terminate Executive’s employment after having determined Executive has a Disability. For purposes of this Agreement, “Disability” means a physical or mental infirmity that impairs Executive’s ability to substantially perform his duties under this Agreement and results in Executive becoming eligible for long-term disability benefits under any long-term disability plans of the Company or the Bank (or, if no such plans exist, that impairs Executive’s ability to substantially perform his duties under this Agreement for a period of one hundred eighty (180) consecutive days). The Board will determine whether or not Executive is and continues to be permanently disabled for purposes of this Agreement in good faith, based upon competent medical advice and other factors that the Board reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to physical or mental evaluations and tests as the Board or its medical experts deem reasonably appropriate.

ii. In the event of his Disability, Executive will no longer be obligated to perform services under this Agreement. The Company will pay Executive, as Disability pay, an amount equal to one hundred percent (100%) of Executive’s rate of base salary in effect as of the date of his termination of employment due to Disability. The Company will make Disability payments on a monthly basis commencing on the first day of the month following the effective date of Executive’s termination of employment due to Disability and ending on the earlier of: (A) the date he returns to full-time employment in the same capacity as he was employed prior to his termination for Disability; (B) his death; (C) his attainment of age 65 or (D) the date this Agreement would have expired had Executive’s employment not terminated by reason of Disability. The Company will reduce Disability payments by the amount of any short- or long-term disability benefits payable to Executive under any other disability programs sponsored by the Company. In addition, during any period of Executive’s Disability, the Company will continue to provide Executive and his dependents, to the greatest extent possible, with continued coverage under all benefit plans (including, without limitation, retirement plans and medical, dental and life

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insurance plans) in which Executive and/or his dependents participated prior to his Disability on the same terms as if he remained actively employed by the Company.

d. Termination for Cause.

i. The Board may, by written notice to Executive in the form and manner specified in this paragraph, immediately terminate his employment at any time for “Cause.” Executive shall have no right to receive compensation or other benefits for any period after termination for Cause, except for already vested benefits. Termination for Cause shall mean termination because of, in the good faith determination of the Board, Executive’s:

(1) Personal dishonesty;

(2) Incompetence;

(3) Willful misconduct;

(4) Breach of fiduciary duty involving personal profit;

(5) Intentional failure to perform stated duties;

(6) Willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or

(7) Material breach of any provision of this Agreement.

ii. Notwithstanding the foregoing, Executive’s termination for Cause will not become effective unless the Company has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board, at a meeting of the Board called and held for the purpose of finding that, in the good faith opinion of the Board (after reasonable notice to Executive and an opportunity for Executive to be heard before the Board with counsel), Executive was engaged in the conduct described above and specifying the particulars of this conduct.

e. Voluntary Termination by Executive. In addition to his other rights to terminate under this Agreement, Executive may voluntarily terminate employment during the term of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon Executive’s voluntary termination, he will receive only his compensation and vested rights and benefits through the date of his termination. Following his voluntary termination of employment under this Section 10(e), Executive will be subject to the restrictions set forth in Section 10(g) of this Agreement for a period of one (1) year from his termination date.

f. Without Cause or With Good Reason.

i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within

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ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”).

ii. Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Company or the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives during the same period. If the Company or the Bank cannot provide such coverage because Executive is no longer an employee, the Company or the Bank will provide Executive with comparable coverage on an individual policy basis or the cash equivalent.

iii. “Good Reason” exists if, without Executive’s express written consent, the Company materially breaches any of its obligations under this Agreement. Without limitation, such a material breach will occur upon any of the following:

(1) A material reduction in Executive’s responsibilities or authority in connection with his employment with the Company;

(2) Assignment to Executive of duties of a non-executive nature or duties for which he is not reasonably equipped by his skills and experience;

(3) Failure of Executive to be nominated or renominated to the Board to the extent Executive is a Board member prior to the Effective Date;

(4) A reduction in salary or benefits contrary to the terms of this Agreement, or, following a Change in Control as defined in Section 11 of this Agreement, any reduction in salary or material reduction in benefits below the amounts Executive was entitled to receive prior to the Change in Control;

(5) Termination of incentive and benefit plans, programs or arrangements, or reduction of Executive’s participation, that is not applicable to other similarly situated participants and to such an extent as to materially reduce their aggregate value below their aggregate value as of the Effective Date;

(6) A requirement that Executive relocate his principal business office or his principal place of residence outside of the area consisting of a thirty-five (35) mile radius from the current main office and any branch of the Company or the Bank, or the assignment to Executive of duties that would reasonably require such a relocation; or

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(7) Liquidation or dissolution of the Company.

iv. Notwithstanding the foregoing, a reduction or elimination of Executive’s benefits under one or more benefit plans, programs or arrangements maintained as part of a good faith, overall reduction or elimination of such plans or benefits, applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with law), will not constitute an event of Good Reason or a material breach of this Agreement, provided that benefits of the same type or to the same general extent as those offered under such plans prior to the reduction or elimination are not available to other officers of the Company or any affiliate under a plan or plans in or under which Executive is not entitled to participate.

g. Continuing Covenant Not to Compete or Interfere with Relationships. Regardless of anything herein to the contrary, following a termination by the Company or Executive pursuant to Section 10(e) or 10(f):

i. Executive’s obligations under Section 9(c) of this Agreement will continue in effect; and

ii. During the period ending on the first anniversary of such termination, Executive will not serve as an officer, director or employee of any bank holding company, bank, savings association, savings and loan holding company, mortgage company or other financial institution that offers products or services competing with those offered by the Company, the Bank or their affiliates from any office within thirty-five (35) miles from the main office or any branch of the Company, the Bank or their affiliates and, further, Executive will not interfere with the relationship of the Company, the Bank or their affiliates and any of their employees, agents, or representatives.

h. To the extent Executive is a member of the Board on the date of termination of employment, Executive will resign from the Board immediately following such termination of employment. Executive will be obligated to tender this resignation regardless of the method or manner of termination, and such resignation will not be conditioned upon any event or payment.

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11. Termination in Connection with a Change in Control.

a. For purposes of this Agreement, a “Change in Control” means any of the following events:

i. Merger: The Company merges into or consolidates with another entity, or merges another corporation into the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation;

ii. Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities, but this clause (ii) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

iii. Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the members) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

iv. Sale of Assets: The Company sells to a third party all or substantially all of its assets.

Notwithstanding anything in this Agreement to the contrary, in no event shall the conversion of the Bank’s mutual holding company parent, Sugar Creek MHC, from mutual to stock form, i.e., a “second step conversion,” constitute a “Change in Control” for purposes of this Agreement.

b. Termination. If within the period ending one year after a Change in Control, (i) the Company terminates Executive’s employment without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, the Company will, within ten calendar days of the termination of Executive’s employment, make a lump-sum cash payment to him equal to three times Executive’s average taxable compensation (as reported on Form W-2) over the five (5) most recently completed calendar years (or years of employment, annualized for partial years of employment, if less than five), ending with the year immediately preceding the effective date of the Change in Control. The cash payment made under this Section 11(b) shall be made in lieu of any payment also required under Section 10(f) of this Agreement because of Executive’s termination of employment; however, Executive’s rights under Section 10(f) are not otherwise affected by this Section 11. Following termination of employment, executive will also continue to participate in any benefit plans of the Company or the Bank that provide medical, dental and life insurance coverage upon terms no less favorable than the most

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favorable terms provided to senior executives. If the Company cannot provide such coverage because Executive is no longer an employee, the Company will provide Executive with comparable coverage on an individual basis or the cash equivalent. The medical, dental and life insurance coverage provided under this Section 11(b) shall cease upon the earlier of: (i) Executive’s death; (ii) Executive’s employment by another employer other than one of which he is the majority owner; or (iii) thirty-six (36) months after his termination of employment.

c. The provisions of Section 11 and Sections 13 through 25, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this Agreement or one year following a Change in Control.

12. Indemnification and Liability Insurance.

a. Indemnification. The Company agrees to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations against any and all expenses and liabilities that Executive reasonably incurs in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his service as an officer or director of the Company or any of its subsidiaries or affiliates (whether or not he continues to be an officer or director at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys’ fees and the costs of reasonable settlements, subject to Board approval, if the action is brought against Executive in his capacity as an officer or director of the Company or any of its subsidiaries or affiliates. Indemnification for expenses will not extend to matters related to Executive’s termination for Cause. Notwithstanding anything in this Section 12(a) to the contrary, the Company will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 12 will survive the term of this Agreement by a period of six (6) years.

b. Insurance. During the period for which the Company must indemnify Executive, the Company will provide Executive (and his heirs, executors, and administrators) with coverage under a directors’ and officers’ liability policy, at the Company’s expense, that is at least equivalent to the coverage provided to directors and senior executives of the Company.

13. Reimbursement of Executive’s Expenses to Enforce this Agreement. The Company will reimburse Executive for all out-of-pocket expenses, including, without limitation, reasonable attorneys’ fees, incurred by Executive in connection with his successful enforcement of the Company’s obligations under this Agreement. Successful enforcement means the grant of an award of money or the requirement that the Company take some specified action: (i) as a result of court order; or (ii) otherwise following an initial failure of the Company to pay money or take action promptly following receipt of a written demand from Executive stating the reason that the Company must make payment or take action under this Agreement.

14. Limitation of Benefits Under Certain Circumstances. If the payments and benefits pursuant to Section 11 of this Agreement, either alone or together with other payments and benefits Executive has the right to receive from the Company, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 11 being non-deductible to the Company pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The Company’s independent public accountants will determine any reduction in the

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payments and benefits to be made pursuant to Section 11; the Company will pay for the accountant’s opinion. If the Company and/or Executive do not agree with the accountant’s opinion, the Company will pay to Executive the maximum amount of payments and benefits pursuant to Section 11, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible to the Company and subject to the excise tax imposed under Section 4999 of the Code. The Company may also request, and Executive has the right to demand that the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 11 have such tax consequences. The Company will promptly prepare and file the request for a ruling from the IRS, but in no event will the Company make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to Executive’s approval prior to filing; Executive shall not unreasonably withhold his approval. The Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 11 hereof, or a reduction in the payments and benefits specified in Section 11, below zero.

15. Injunctive Relief. Upon a breach or threatened breach of Section 10(g) of this Agreement or the prohibitions upon disclosure contained in Section 9(c) of this Agreement, the parties agree that there is no adequate remedy at law for such breach, and the Company shall be entitled to injunctive relief restraining Executive from such breach or threatened breach, but such relief shall not be the exclusive remedy for a breach of this Agreement. The parties further agree that Executive, without limitation, may seek injunctive relief to enforce the obligations of the Company under this Agreement.

16. Successors and Assigns.

a. This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Company.

b. Since the Company is contracting for the unique and personal skills of Executive, Executive shall not assign or delegate his rights or duties under this Agreement without first obtaining the written consent of the Company.

17. No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

18. Notices. All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, addressed to the Company at its principal business office and to Executive at his home address as maintained in the records of the Company.

19. No Plan Created by this Agreement. Executive and the Company expressly declare and agree that this Agreement was negotiated among them and that no provision or provisions of this Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any other law or regulation, and each party expressly waives any right to

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assert the contrary. Any assertion in any judicial or administrative filing, hearing, or process that an ERISA plan was created by this Agreement shall be deemed a material breach of this Agreement by the party making the assertion.

20. Amendments. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided.

21. Applicable Law. Except to the extent preempted by federal law, the laws of the State of Illinois shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.

22. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any one provision shall not affect the validity or enforceability of the other provisions of this Agreement.

23. Headings. Headings contained in this Agreement are for convenience of reference only.

24. Entire Agreement. This Agreement, together with any modifications subsequently agreed to in writing by the parties, shall constitute the entire agreement among the parties with respect to the foregoing subject matter, other than written agreements applicable to specific plans, programs or arrangements described in Sections 5 and 6.

25. Source of Payments. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, are paid or received by Executive under the Employment Agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity and the time expended by Executive on activities related to the Company and the Bank, respectively, as determined by the Company and the Bank.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on                     , 2007.

ATTEST:	SUGAR CREEK FINANCIAL CORP.
	By:
Witness		For the Entire Board of Directors

WITNESS:	EXECUTIVE
	By:

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EX-10.4

Exhibit 10.4

FORM OF

TEMPO BANK

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”), made this              day of                     , 2007, by and between TEMPO BANK, a federally chartered savings bank (the “Bank”), and                              (“Executive”).

WHEREAS, Executive serves in a position of substantial responsibility; and

WHEREAS, the Bank wishes to assure Executive’s services for the term of this Agreement; and

WHEREAS, Executive is willing to serve in the employ of the Bank during the term of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and upon the other terms and conditions provided for in this Agreement, the parties hereby agree as follows:

1. Employment. The Bank will employ Executive as                             . Executive will perform all duties and shall have all powers commonly incident to his position, or which, consistent with his position, the Board of Directors of the Bank (the “Board”) delegates to Executive. Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Bank and to carry out the duties and responsibilities reasonably appropriate to those offices.

2. Location and Facilities. The Bank will furnish Executive with the working facilities and staff customary for executive officers with the titles and duties set forth in Section 1 and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Bank, or at such other site or sites customary for such offices.

3. Term.

a. The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the date of this Agreement (the “Effective Date”) and ending on the third anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 3.

b. Commencing on the first anniversary of the Effective Date and continuing on each anniversary of the Effective Date thereafter, the disinterested members of the Board may extend the Agreement term for an additional year, so that the remaining term of the Agreement again becomes thirty-six (36) months, unless Executive elects not to extend the term of this Agreement by giving written notice in accordance with Section 18 of this Agreement. The Board will review the Agreement and Executive’s performance annually for purposes of determining whether to extend the Agreement term and will include the rationale and results of its review in the minutes of its meeting. The Board will notify Executive as soon as possible after its annual review whether it has determined to extend the Agreement.

4. Base Compensation.

a. For his services as                             , the Bank agrees to pay Executive an annual base salary at the rate of $                 per year, payable in accordance with customary payroll practices.

b. During the term of this Agreement, the Board will review the level of Executive’s base salary at least annually, based upon factors deemed relevant, in order to determine Executive’s base salary through the remaining term of the Agreement.

5. Bonuses. Executive will participate in discretionary bonuses or other incentive compensation programs that the Bank may sponsor for or award from time to time to senior management employees.

6. Benefit Plans. Executive will participate in life insurance, medical, dental, pension, profit sharing, retirement and stock-based compensation plans and other programs and arrangements that the Bank may sponsor or maintain for the benefit of its employees.

7. Vacations and Leave.

a. Executive may take vacations and other leave in accordance with the Bank’s policy for senior executives, or otherwise as approved by the Board.

b. In addition to paid vacations and other leave, the Board may grant Executive a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the Board, in its discretion, may determine.

8. Expense Payments and Reimbursements. The Bank will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank.

9. Loyalty and Confidentiality.

a. During the term of this Agreement, Executive will devote all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement; provided, however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations that will not present any conflict of interest with the Bank or any of its subsidiaries or affiliates, unfavorably affect the performance of Executive’s duties pursuant to this Agreement, or violate any applicable statute or regulation. Executive will not engage in any business or activity contrary to the business affairs or interests of the Bank or any of its subsidiaries or affiliates.

b. Nothing contained in this Agreement will prevent or limit Executive’s right to invest in the capital stock or other securities or interests of any business dissimilar from that of the Bank, or, solely as a passive, minority investor, in any business.

c. Executive agrees to maintain the confidentiality of any and all information concerning the operations or financial status of the Bank; the names or addresses of any of its borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Bank or its subsidiaries or affiliates to which he may be exposed during the course of his employment. Executive further agrees that, unless

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required by law or specifically permitted by the Board in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally known to the public, nor will he use the information in any way other than for the benefit of the Bank.

10. Termination and Termination Pay. Subject to Section 11 of this Agreement, Executive’s employment under this Agreement may be terminated in the following circumstances:

a. Death. Executive’s employment under this Agreement will terminate upon his death during the term of this Agreement, in which event Executive’s estate will receive the compensation due to Executive through the last day of the calendar month in which his death occurred.

b. Retirement. This Agreement will terminate upon Executive’s retirement under the retirement benefit plan or plans in which he participates pursuant to Section 6 of this Agreement or otherwise.

c. Disability.

i. The Board or Executive may terminate Executive’s employment after having determined Executive has a Disability. For purposes of this Agreement, “Disability” means a physical or mental infirmity that impairs Executive’s ability to substantially perform his duties under this Agreement and results in Executive becoming eligible for long-term disability benefits under any long-term disability plans of the Bank (or, if no such plans exist, that impairs Executive’s ability to substantially perform his duties under this Agreement for a period of one hundred eighty (180) consecutive days). The Board will determine whether or not Executive is and continues to be permanently disabled for purposes of this Agreement in good faith, based upon competent medical advice and other factors that the Board reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to physical or mental evaluations and tests as the Board or its medical experts deem reasonably appropriate.

ii. In the event of his Disability, Executive will no longer be obligated to perform services under this Agreement. The Bank will pay Executive, as Disability pay, an amount equal to one hundred percent (100%) of Executive’s rate of base salary in effect as of the date of his termination of employment due to Disability. The Bank will make Disability payments on a monthly basis commencing on the first day of the month following the effective date of Executive’s termination of employment due to Disability and ending on the earlier of: (A) the date he returns to full-time employment at the Bank in the same capacity as he was employed prior to his termination for Disability; (B) his death; (C) his attainment of age 65 or (D) the date this Agreement would have expired had Executive’s employment not terminated by reason of Disability. The Bank will reduce Disability payments by the amount of any short- or long-term disability benefits payable to Executive under any other disability programs sponsored by the Bank. In addition, during any period of Executive’s Disability, the Bank will continue to provide Executive and his dependents, to the greatest extent possible, with continued coverage under all benefit plans (including, without limitation, retirement plans and medical, dental and life insurance plans) in which Executive and/or his dependents participated prior to his Disability on the same terms as if he remained actively employed by the Bank.

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d. Termination for Cause.

i. The Board may, by written notice to Executive in the form and manner specified in this paragraph, immediately terminate his employment at any time for “Cause.” Executive shall have no right to receive compensation or other benefits for any period after termination for Cause, except for already vested benefits. Termination for Cause shall mean termination because of, in the good faith determination of the Board, Executive’s:

(1) Personal dishonesty;

(2) Incompetence;

(3) Willful misconduct;

(4) Breach of fiduciary duty involving personal profit;

(5) Intentional failure to perform stated duties;

(6) Willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or

(7) Material breach of any provision of this Agreement.

ii. Notwithstanding the foregoing, Executive’s termination for Cause will not become effective unless the Bank has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board, at a meeting of the Board called and held for the purpose of finding that, in the good faith opinion of the Board (after reasonable notice to Executive and an opportunity for Executive to be heard before the Board with counsel), Executive was engaged in the conduct described above and specifying the particulars of this conduct.

e. Voluntary Termination by Executive. In addition to his other rights to terminate under this Agreement, Executive may voluntarily terminate employment during the term of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon Executive’s voluntary termination, he will receive only his compensation and vested rights and benefits through the date of his termination. Following his voluntary termination of employment under this Section 10(e), Executive will be subject to the restrictions set forth in Section 10(g) of this Agreement for a period of one (1) year from his termination date.

f. Without Cause or With Good Reason.

i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”).

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ii. Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period. If the Bank cannot provide such coverage because Executive is no longer an employee, the Bank will provide Executive with comparable coverage on an individual policy basis or the cash equivalent.

iii. “Good Reason” exists if, without Executive’s express written consent, the Bank materially breaches any of its obligations under this Agreement. Without limitation, such a material breach will occur upon any of the following:

(1) A material reduction in Executive’s responsibilities or authority in connection with his employment with the Bank;

(2) Assignment to Executive of duties of a non-executive nature or duties for which he is not reasonably equipped by his skills and experience;

(3) Failure of Executive to be nominated or renominated to the Board to the extent Executive is a Board member prior to the Effective Date;

(4) A reduction in salary or benefits contrary to the terms of this Agreement, or, following a Change in Control as defined in Section 11 of this Agreement, any reduction in salary or material reduction in benefits below the amounts Executive was entitled to receive prior to the Change in Control;

(5) Termination of incentive and benefit plans, programs or arrangements, or reduction of Executive’s participation, that is not applicable to other similarly situated participants and to such an extent as to materially reduce their aggregate value below their aggregate value as of the Effective Date;

(6) A requirement that Executive relocate his principal business office or his principal place of residence outside of the area consisting of a thirty-five (35) mile radius from the current main office and any branch of the Bank, or the assignment to Executive of duties that would reasonably require such a relocation; or

(7) Liquidation or dissolution of the Bank.

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iv. Notwithstanding the foregoing, a reduction or elimination of Executive’s benefits under one or more benefit plans, programs or arrangements maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits, applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with law), will not constitute an event of Good Reason or a material breach of this Agreement, provided that benefits of the same type or to the same general extent as those offered under such plans prior to the reduction or elimination are not available to other officers of the Bank or any affiliate under a plan or plans in or under which Executive is not entitled to participate.

g. Continuing Covenant Not to Compete or Interfere with Relationships. Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 10(e) or 10(f):

i. Executive’s obligations under Section 9(c) of this Agreement will continue in effect; and

ii. During the period ending on the first anniversary of such termination, Executive will not serve as an officer, director or employee of any bank holding company, bank, savings association, savings and loan holding company, mortgage company or other financial institution that offers products or services competing with those offered by the Bank from any office within thirty-five (35) miles from the main office or any branch of the Bank and, further, Executive will not interfere with the relationship of the Bank, its subsidiaries or affiliates and any of their employees, agents, or representatives.

h. To the extent Executive is a member of the Board on the date of termination of employment with the Bank, Executive will resign from the Board immediately following such termination of employment with the Bank. Executive will be obligated to tender this resignation regardless of the method or manner of termination, and such resignation will not be conditioned upon any event or payment.

11. Termination in Connection with a Change in Control.

a. For purposes of this Agreement, a “Change in Control” means any of the following events:

i. Merger: Sugar Creek Financial Corp. (the “Company”) merges into or consolidates with another entity, or merges another corporation into the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation;

ii. Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities, but this clause (ii) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the

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Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

iii. Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the members) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

iv. Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

Notwithstanding anything in this Agreement to the contrary, in no event shall the conversion of the Bank’s mutual holding company parent, Sugar Creek MHC, from mutual to stock form, i.e., a “second step conversion,” constitute a “Change in Control” for purposes of this Agreement.

b. Termination. If within the period ending one year after a Change in Control, (i) the Bank terminates Executive’s employment without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, the Bank will, within ten calendar days of the termination of Executive’s employment, make a lump-sum cash payment to him equal to three times Executive’s average taxable compensation (as reported on Form W-2) over the five (5) most recently completed calendar years (or years of employment, annualized for partial years of employment, if less than five), ending with the year immediately preceding the effective date of the Change in Control. The cash payment made under this Section 11(b) shall be made in lieu of any payment also required under Section 10(f) of this Agreement because of Executive’s termination of employment; however, Executive’s rights under Section 10(f) are not otherwise affected by this Section 11. Following termination of employment, executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage upon terms no less favorable than the most favorable terms provided to senior executives. If the Bank cannot provide such coverage because Executive is no longer an employee, the Bank will provide Executive with comparable coverage on an individual basis or the cash equivalent. The medical, dental and life insurance coverage provided under this Section 11(b) shall cease upon the earlier of: (i) Executive’s death; (ii) Executive’s employment by another employer other than one of which he is the majority owner; or (iii) thirty-six (36) months after his termination of employment.

c. The provisions of Section 11 and Sections 13 through 25, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this Agreement or one year following a Change in Control.

12. Indemnification and Liability Insurance.

a. Indemnification. The Bank agrees to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations against any and all expenses and liabilities that Executive reasonably incurs in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his service as an officer or director of

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the Bank or any of its subsidiaries or affiliates (whether or not he continues to be an officer or director at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys’ fees and the costs of reasonable settlements, subject to Board approval, if the action is brought against Executive in his capacity as an officer or director of the Bank or any of its subsidiaries. Indemnification for expenses will not extend to matters related to Executive’s termination for Cause. Notwithstanding anything in this Section 12(a) to the contrary, the Bank will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 12 will survive the term of this Agreement by a period of six (6) years.

b. Insurance. During the period for which the Bank must indemnify Executive, the Bank will provide Executive (and his heirs, executors, and administrators) with coverage under a directors’ and officers’ liability policy at the Bank’s expense, that is at least equivalent to the coverage provided to directors and senior executives of the Bank.

13. Reimbursement of Executive’s Expenses to Enforce this Agreement. The Bank will reimburse Executive for all out-of-pocket expenses, including, without limitation, reasonable attorneys’ fees, incurred by Executive in connection with his successful enforcement of the Bank’s obligations under this Agreement. Successful enforcement means the grant of an award of money or the requirement that the Bank take some specified action: (i) as a result of court order; or (ii) otherwise following an initial failure of the Bank to pay money or take action promptly following receipt of a written demand from Executive stating the reason that the Bank must make payment or take action under this Agreement.

14. Limitation of Benefits Under Certain Circumstances. If the payments and benefits pursuant to Section 11 of this Agreement, either alone or together with other payments and benefits Executive has the right to receive from the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 11 being non-deductible to the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 11; the Bank will pay for the accountant’s opinion. If the Bank and/or Executive do not agree with the accountant’s opinion, the Bank will pay to Executive the maximum amount of payments and benefits pursuant to Section 11, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible to the Bank and subject to the excise tax imposed under Section 4999 of the Code. The Bank may also request, and Executive has the right to demand that the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 11 have such tax consequences. The Bank will promptly prepare and file the request for a ruling from the IRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to Executive’s approval prior to filing; Executive shall not unreasonably withhold his approval. The Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 11 hereof, or a reduction in the payments and benefits specified in Section 11, below zero.

15. Injunctive Relief. Upon a breach or threatened breach of Section 10(g) of this Agreement or the prohibitions upon disclosure contained in Section 9(c) of this Agreement, the parties agree that there is no

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adequate remedy at law for such breach, and the Bank shall be entitled to injunctive relief restraining Executive from such breach or threatened breach, but such relief shall not be the exclusive remedy for a breach of this Agreement. The parties further agree that Executive, without limitation, may seek injunctive relief to enforce the obligations of the Bank under this Agreement.

16. Successors and Assigns.

a. This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Bank which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Bank.

b. Since the Bank is contracting for the unique and personal skills of Executive, Executive shall not assign or delegate his rights or duties under this Agreement without first obtaining the written consent of the Bank.

17. No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

18. Notices. All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, addressed to the Bank at its principal business office and to Executive at his home address as maintained in the records of the Bank.

19. No Plan Created by this Agreement. Executive and the Bank expressly declare and agree that this Agreement was negotiated among them and that no provision or provisions of this Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any other law or regulation, and each party expressly waives any right to assert the contrary. Any assertion in any judicial or administrative filing, hearing, or process that an ERISA plan was created by this Agreement shall be deemed a material breach of this Agreement by the party making the assertion.

20. Amendments. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided.

21. Applicable Law. Except to the extent preempted by federal law, the laws of the State of Illinois shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.

22. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any one provision shall not affect the validity or enforceability of the other provisions of this Agreement.

23. Headings. Headings contained in this Agreement are for convenience of reference only.

24. Entire Agreement. This Agreement, together with any modifications subsequently agreed to in writing by the parties, shall constitute the entire agreement among the parties with respect to the foregoing

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subject matter, other than written agreements applicable to specific plans, programs or arrangements described in Sections 5 and 6.

25. Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 25, this Section 25 shall prevail.

a. The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this Agreement.

b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may, in its discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended.

c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

d. If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

e. All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

f. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on                 , 2007.

ATTEST:	TEMPO BANK
	By:
Witness		For the Entire Board of Directors

WITNESS:	EXECUTIVE
	By:

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EX-10.5

Exhibit 10.5

FORM OF

TEMPO BANK

EMPLOYEE SEVERANCE COMPENSATION PLAN

A. Purpose.

The primary purpose of the Tempo Bank Employee Severance Compensation Plan (the “Plan”) is to ensure the successful continuation of the business of Tempo Bank (the “Bank”) and the fair and equitable treatment of the Bank’s employees following a Change in Control (as defined below).

B. Covered Employees.

Subject to paragraph C below, any employee of the Bank with at least one year of service as of his or her termination date shall be eligible to receive a Change in Control Severance Benefit (as defined below) if, within the period beginning on the effective date of a Change in Control and ending on the first anniversary of such date, (i) the employee’s employment with the Bank is involuntarily terminated or (ii) the employee terminates employment with the Bank voluntarily after being offered continued employment in a position that is not a Comparable Position (as defined below).

C. Limitations on Eligibility for Change in Control Severance Benefits or Management Restructuring Benefits.

(1) No employee shall be eligible for a Change in Control Severance Benefit if (a) his or her employment is terminated for “Cause,” (b) he or she is offered a Comparable Position and declines to accept such position, or (c) the employee is, at the time of termination of employment, a party to an individual employment agreement or change in control agreement with the Bank and/or Sugar Creek Financial Corp. (the “Company).

(2) For purposes of this Plan, a termination of employment for “Cause” shall include termination because of the employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Plan.

(3) For purposes of this Plan, a “Comparable Position” shall mean a position that would (a) provide the employee with base compensation and benefits that are comparable in the aggregate to those provided to the employee prior to the Change in Control; (b) provide the employee with an opportunity for variable bonus compensation that is comparable to the opportunity provided to the employee prior to the Change in Control; (c) be in a location that would not require the employee to increase his or her daily one way commuting distance by more than thirty-five (35) miles as compared to the employee’s commuting distance immediately prior to the Change in Control; and (d) have job skill requirements and duties that are comparable to the requirements and duties of the position held by the employee prior to the Change in Control.

D. Definitions of Change in Control.

For purposes of this Plan, “Change in Control” means the occurrence of any one of the following events:

(1) Merger: The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

(2) Acquisition of Significant Share Ownership: A report on Schedule 13D or another form or schedule (other than Schedule 13G) is filed or required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner(s) of 25% or more of a class of the Company’s voting securities, but this clause (2) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities.

(3) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (3), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds ( ²/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(4) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

Notwithstanding anything in this Plan to the contrary, in no event shall the conversion of the Bank’s mutual holding company parent, Sugar Creek MHC, from mutual to stock form, i.e., a “second step conversion,” constitute a Change in Control for purposes of this Plan.

E. Determination of the Change in Control Severance Benefit.

(1) The Change in Control Severance Benefit payable to an eligible employee under this Plan shall be determined under the following schedule:

(a) An eligible employee who does not receive a benefit pursuant to paragraph (b) of this Section shall receive a Change in Control Severance Benefit equal to the product of (i) the employee’s years of service from his or her hire date (including partial years) through the termination date and (ii) an amount equal to two (2) weeks of the employee’s Base Compensation (as defined below). A “year of service” shall mean each 12-month period of service following an employee’s hire date determined without regard the number of hours worked during such period(s). The minimum payment to an eligible employee under this paragraph shall be an amount equal to two (2) weeks of Base Compensation and the

2

maximum payment to an eligible employee shall be an amount equal to six (6) months of Base Compensation.

(b) An eligible employee-officer designated by the Board of Directors prior to a Change in Control shall receive a Change in Control Severance Benefit equal to twelve (12) months of Base Compensation.

(c) The Change in Control Severance Benefit shall be paid in a lump sum not later than five (5) business days after the date of the employee’s termination of employment.

(2) For purpose of determinations under this paragraph E, “Base Compensation” shall mean:

(a) For salaried employees, the employee’s annual base salary at the rate in effect on his or her termination date or, if greater, the rate in effect on the date immediately preceding the Change in Control.

(b) For employees whose compensation is determined in whole or in part on the basis of commission income, the employee’s base salary at termination (or, if greater, the employee’s base salary on the date immediately preceding the effective date of the Change in Control), if any, plus the commissions earned by the employee in the twelve (12) full calendar months preceding his or her termination date (or, if greater, the commissions earned in the twelve (12) full calendar months immediately preceding the effective date of the Change in Control).

(c) For hourly employees, the employee’s total hourly wages for the twelve (12) full calendar months preceding his or her termination date or, if greater, the twelve (12) full calendar months preceding the effective date of the Change in Control.

F. Withholding.

All payments will be subject to customary withholding for federal, state and local tax purposes.

G. Parachute Payment.

Notwithstanding anything in this Plan to the contrary, if a Change in Control Severance Benefit to an employee who is a “Disqualified Individual” shall be in an amount which includes an “Excess Parachute Payment,” taking into account payments under this Plan and otherwise, the benefit payable under this Plan shall be reduced to the maximum amount which does not include an Excess Parachute Payment. The terms “Disqualified Individual” and “Excess Parachute Payment” shall have the same meanings as under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision thereto.

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H. Administration.

The Plan is administered by the Board, which shall have the discretion to interpret the terms of the Plan and to make all determinations about eligibility and payment of benefits. All decisions of the Board, any action taken by the Board with respect to the Plan and within the powers granted to the Board under the Plan, and any interpretation by the Board of any term or condition of the Plan, are conclusive and binding on all persons, and will be given the maximum possible deference allowed by law. The Board may delegate and reallocate any authority and responsibility with respect to the Plan.

I. Source of Payments.

Unless otherwise determined by the Board, all payments and benefits provided under this Agreement shall be paid solely by the Bank. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be construed so as to result in the duplication of any payment or benefit.

J. Inalienability.

In no event may any Employee sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors, nor liable to attachment, execution or other legal process.

K. Governing Law.

The provisions of the Plan will be construed, administered and enforced in accordance with the laws of the State of Illinois, except to the extent that federal law applies.

L. Severability.

If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

M. No Employment Rights.

Neither the establishment nor the terms of this Plan shall be held or construed to confer upon any employee the right to a continuation of employment by the Bank, nor constitute a contract of employment, express or implied. The Bank reserves the right to dismiss or otherwise deal with any employee to the same extent and on the same basis as though this Plan had not been adopted. Nothing in this Plan is intended to alter the at-will status of the Bank’s employees, it being understood that, except to the extent otherwise expressly set forth to the contrary in an individual employment-related agreement,

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the employment of any employee may be terminated at any time by either the Bank or the employee with or without cause.

N. Amendment and Termination.

The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Board, unless a Change in Control has previously occurred. If a Change in Control occurs, the Plan no longer shall be subject to amendment, change, substitution, deletion, revocation or termination in any respect whatsoever. The form of any proper amendment or termination of the Plan shall be a written instrument signed by a duly authorized officer or officers of the Bank, certifying that the amendment or termination has been approved by the Board. A proper amendment of the Plan automatically shall effect a corresponding amendment to each Participant’s rights hereunder. A proper termination of the Plan automatically shall effect a termination of all employees’ rights and benefits hereunder.

O. Required Provisions.

(1) In the event any of the provisions of this Section P are in conflict with the terms of this Plan, this Section P shall prevail.

(2) The Bank’s Board of Directors may terminate an employee’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice an employee’s right to compensation or other benefits under this Plan. An employee shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

(3) If an employee is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this Plan shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion: (i) pay the employee all or part of the compensation withheld while their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended.

(4) If an employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Plan shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

(5) If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations under this Plan shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

(6) All obligations under this Plan shall be terminated, except to the extent determined that continuation of the Plan is necessary for the continued operation of the Bank: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger

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to resolve problems related to the operations of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

(7) Any payments made to employees pursuant to this Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

This plan has been approved and adopted by the Board of Directors of the Bank and is effective as of                 , 2007.

	TEMPO BANK
Attest:	By:
		For the Entire Board of Directors

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EX-10.6

Exhibit 10.6

ADOPTION AGREEMENT

For Tempo Bank

Employees’ Savings & Profit Sharing Plan and Trust

Client No. G14

ADOPTION AGREEMENT

FOR

Tempo Bank

EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN AND TRUST

Name of Employer: Tempo Bank

Address: 28 West Broadway, Trenton, IL 62293

Telephone Number: 618-224-9228

Contact Person: Robert J. Stroh, Jr.

Name of Plan: Tempo Bank Employees’ Savings & Profit Sharing Plan and Trust

THIS ADOPTION AGREEMENT, upon execution by the Employer and the Trustee, and subsequent approval by a duly authorized representative of Pentegra Services, Inc. (the “Sponsor”), together with the Sponsor’s Employees’ Savings & Profit Sharing Plan and Trust Agreement (the “Agreement”), shall constitute the Tempo Bank Employees’ Savings & Profit Sharing Plan and Trust (the “Plan”). The terms and provisions of the Agreement are hereby incorporated herein by this reference; provided, however, that if there is any conflict between the Adoption Agreement and the Agreement, this Adoption Agreement shall control.

The elections hereinafter made by the Employer in this Adoption Agreement may be changed by the Employer from time to time by written instrument executed by a duly authorized representative thereof; but, in accordance with IRS Revenue Procedure 2005-16, 200-10 I.R.B. 674, if any other provision hereof or any provision of the Agreement is changed by the Employer other than to satisfy the requirements of Section 415 or 416 of the Internal Revenue Code of 1986, as amended (the “Code”), because of the required aggregation of multiple plans, or if as a result of any change by the Employer the Plan fails to obtain or retain its tax-qualified status under Section 401(a) of the Code, the Employer shall be deemed to have amended the Plan evidenced hereby and by the Agreement into an individually designed plan, in which event the Sponsor shall thereafter have no further responsibility for the tax-qualified status of the Plan. However, the Sponsor may amend any term, provision or definition of this Adoption Agreement or the Agreement in such manner as the Sponsor may deem necessary or advisable from time to time and the Employer and the Trustee, by execution hereof, acknowledge and consent thereto. Notwithstanding the foregoing, no amendment of this Adoption Agreement or of the Agreement shall increase the duties or responsibilities of the Trustee without the written consent thereof.

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I. Effect of Execution of Adoption Agreement

The Employer, upon execution of this Adoption Agreement by a duly authorized representative thereof, (choose 1 or 2):

1.      X   Establishes as a new plan the Tempo Bank Employees’ Savings & Profit Sharing Plan and Trust, effective February 15, 2007 (the “Effective Date”).

2.         Amends its existing defined contribution plan and trust Existing Plan Name dated DATE, in its entirety into the Employer Name Employees’ Savings & Profit Sharing Plan and Trust, effective January 1, 2007, except as otherwise provided herein or in the Agreement (the “Effective Date”).

II. Definitions

A. “Compliance Testing Method” means the prior year testing method unless the Employer elects to use current year testing for determining the actual deferral percentages and actual contribution percentages by checking this line.             

Note: Whichever testing method is selected (prior year testing or current year testing); it must apply to both the actual deferral percentage test and the actual contribution percentage test.

B. Employer

1. “Employer,” for purposes of the Plan, shall mean:

Tempo Bank

The Employer is (indicate whichever may apply):

a)           A member of a controlled group of corporations under Section 414(b) of the Code.

b)           A member of a group of entities under common control under Section 414(c) of the Code.

c)           A member of an affiliated service group under Section 414(m) of the Code.

d)    X   A corporation.

e)           A sole proprietorship or partnership.

f)           A Subchapter S corporation.

g)           Other                     .

2. Employer’s Taxable Year Ends on 12 / 31

3. Employer’s Federal Taxpayer Identification Number is 37 - 0554470.

4. The Plan Number for the Plan is (enter 3-digit number) 002.

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C. “Entry Date” means the first day of the (choose 1, 2, or 3):

1.    X   Calendar month coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V.

2.         Calendar quarter (January 1, April 1, July 1, October 1) coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V.

3.         The earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V.

D. “Limitation Year” means the twelve (12) consecutive month period ending on (12/31). Note: If no 12 month period is selected, the Limitation Year shall be the Plan Year.

E. “Member” means an Employee enrolled in the membership of the Plan.

F. “Normal Retirement Age” means (choose 1 or 2):

1.    X   Attainment of age 65 (select an age not less than 55 and not greater than 65).

2.         Later of: (i) attainment of age 65 or (ii) the fifth anniversary of the date the Member commenced participation in the Plan.

G. “Normal Retirement Date” means the first day of the first calendar month coincident with or next following the date upon which a Member attains his or her Normal Retirement Age.

H. “Plan Year” means the twelve (12) consecutive month period ending on (12/31).

I. “Salary” for benefit purposes under the Plan means (choose 1, 2, 3, 4, 5):

1.         Total taxable compensation as reported on Form W-2 (exclusive of any compensation deferred from a prior year).

2.         Internal Revenue Code Section 3401(a) compensation

3.         Basic Salary only.

4.    X   Basic Salary plus one or more of the following (if 3 is chosen, then choose (a) or (b), and/or (c),(d), or (e) whichever shall apply):

a)         Commissions not in excess of $                    

b)         Commissions to the extent that Basic Salary plus Commissions do not exceed $                    

c)         Overtime

d)    X   Overtime and bonuses

e)         Other            [specify exclusion]            

5.         Internal Revenue Code Section 415 safe harbor compensation as defined in Treasury Regulation Section 1,415-2(d)(10)

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J. The following shall be excluded from Salary (choose (a), (b) or (c):

a)         Reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation (other than deferrals specified below), and welfare benefits.

b)         Other [Please specify]

c)    X   No additional exclusions from Salary

Note: Member pre-tax contributions to a Section 401(k) plan are always included in Plan Salary. Qualified transportation fringe benefits under Code Section 132(f) and Member pre-tax contributions to a Section 125 cafeteria plan Section 457(b) eligible deferred compensation plan of government or tax exempt entities, Section 402(h) salary reduction Simplified Pension Plan and 403(b) Tax Deferred Annuity Plan are included in Plan Salary unless excluded under Section III below.

K. By checking this line             , unless specifically provided otherwise under the terms of the Plan, only Salary earned while an Employee is eligible for Membership in the Plan shall be included in Plan Salary.

III. Salary Adjustment

A. Cafeteria Plan (Section 125) Salary Adjustment. Member pre-tax contributions to a Section 125 cafeteria plan are to be included in Plan Salary, unless the Employer elects to exclude such amounts by checking this line             .

B. Transportation Fringe Benefit (Section 132(f) Adjustment). Member pre-tax contributions for qualified transportation fringe benefits under Code Section 132(f) are to be included in Plan Salary, unless the Employer elects to exclude such amounts by checking this line             .

C. Salary Adjustment for Code Sections 402(e)(3), 402(h), 403(b) and 457(b) Member pre-tax contributions under Code Sections 402(e)(3), 402(h), 403(b) and 457(b) are included in Plan Salary, unless the Employer elects to exclude such amounts by checking this line             .

IV. Highly Compensated Employee Elections

A. Top Paid Group Election: In determining who is a Highly Compensated Employee, the Employer makes the Top Paid Group election by checking this line             . The effect of this election is that an Employee (who is not a 5% owner at any time during the determination year or the look-back year) with compensation in excess of $90,000 (as adjusted) for the look-back year is a Highly Compensated Employee only if the Employee was in the top-paid group (i.e., the top 20% of Employees ranked on the basis of compensation paid by the Employer) for the look-back year.

B. Calendar Year Data Election: For determining which Employees are Highly Compensated Employees, the look- back year will be the 12 month period immediately preceding the determination year, except that, for non-calendar year plans, the look-back year will be the calendar year ending with or within the Plan Year for which the determination is being made by checking this line             .

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V. Eligibility Requirements

A. All Employees shall be eligible to participate in the Plan in accordance with the provisions of Article II of the Plan, except the following Employees shall be excluded (choose whichever shall apply):

1.         Employees who have not attained age              (Insert an age from 18 to 21).

2.    X   Employees who have not completed 12 (1-11 or12) consecutive months of service or 24 months (provided, such 24 months of service is credited in accordance with applicable law)

Note: Employers which permit Members to make pre-tax elective deferrals to the Plan (see VII.B.2) may not elect a 24 month eligibility period With respect to such elective deferrals).

3.         Employees included in a unit of Employees covered by a collective bargaining agreement, if retirement benefits were the subject of good faith bargaining between the Employer and Employee representatives.

4.         Employees who are nonresident aliens and who receive no earned income from the Employer which constitutes income from sources within the United States.

5.         Employees included in the following job classifications:

a)         Hourly Employees.

b)         Salaried Employees.

c)         Flex staff employees (i.e.; any Employee who is not a regular full-time or part-time Employee).

d)         Short-term Employees ( i.e.; employees who are hired under a written agreement which precludes membership in the Plan and provides for a specific period of employment not in excess of one year).

e)         Acquired Employees

f)         Leased Employees.

g)         Other [specify excluded class of Employees]

6.         Employees of the following employers which are aggregated under Section 414(b), 414(c) or 414(m) of the Code:

Note: If no entries are made above, all Employees shall be eligible to participate in the Plan on the later of: (i) the Effective Date, (ii) the first day of the calendar month, (iii) the first day of the calendar quarter, or (iv) the earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year (as designated by the Employer in Section II.C.) coinciding with or immediately following the Employee’s Date of Employment or, as applicable, Date of Reemployment.

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B. The eligibility requirement period established in Section V(A) above shall be applicable to (choose 1 or 2):

1.    X   All Employees.

2.         Future Employees only.

C. Such Eligibility requirements established above shall be (choose 1 or 2):

1.    X   Applied to the designated Employee group on and after the Effective Date of the Plan.

2.         Waived for the              consecutive month period (may not exceed 12) beginning on the Effective Date of the Plan.

D. Service Crediting Method for Eligibility (Choose 1, 2 or 3):

Note: In the event your Plan provides for immediate eligibility under Section V.A. but provides for a Service Eligibility requirement for purposes of receiving any Employer contributions under Section V.E.1, you must choose a Service Crediting Method for Eligibility below.

1.         Not applicable. There is no service required for eligibility and receipt of Employer Contributions.

2.    X   Hour of service method (Choose a or b):

a)    X   The actual number of Hours of Employment.

b)         190 Hours of Employment for each month in which the Employee completes at least one hour of Employment.

3.         Elapsed time method.

E. Requirements to Commence Receipt of Employer Contributions.

1. Employer Contributions shall be allocated to Member’s Accounts in accordance with Article III of the Plan, except that the following Member’s will not be entitled to Employer contributions (choose (a) or (b), (c), or (d)):

a)    X   No additional requirements apply. (The eligibility requirements under Section V.A above apply to Employer Contributions); or

b)         Members who have not attained age             (Insert an age from 18 to 21);

c)         Member’s who have not completed              (1—12) consecutive months of service; and/or

d)         Members who have not completed 24 months of service (may only be selected for the purpose of eligibility to receive Profit Sharing contributions under the Plan).

2. In accordance with the requirements of Section V.E.1., Member’ shall become eligible to commence receipt of Employer Contributions effective as of (choose a, b, or c):

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a)    X   The first day of the calendar month coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V(E)(1).

b)         The first day of the calendar quarter (January 1, April 1, July 1, October 1) coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V(E)(1).

c)         The earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V(E)(1).

3. The requirement to commence receipt of Employer Contributions established in this Section V.E.1 and V.E.2 shall apply to all Employer Contributions provided under Section 3.4 of the Plan except:

a)         Matching contributions

b)         Basic contributions

c)         Safe harbor CODA contributions

d)         Supplemental contributions

e)         Profit sharing contributions

f)         Qualified non-elective contribution

Note: If an Employer contribution type is selected in Section V.E.3 above, Members will receive Employer contributions subject to the eligibility requirements elected under Section V.A above and the provisions of the Plan document for such Employer contribution type.

VI. Prior Employment Credit

A. Prior Employment Credit:

Consistent with applicable law, Employment with the following entity or entities shall be included for eligibility and vesting purposes:

Note: If this Plan is a continuation of a Predecessor Plan, service under the Predecessor Plan shall be counted under this Plan.

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VII. Contributions

A. Effective Date for Salary Deferrals (Choose 1 or 2):

1.    X   There shall be no separate effective date for the Plan’s salary deferral component; or

2.         The effective date for the salary deferral component of the Plan shall be                     .

B. Employee Contributions (fill in 1 whichever shall apply choose 2 or 3; 4 , 5, 6, 7, 8 or 9):

1.    X   The maximum amount of monthly contributions a Member may make to the Plan (both pre-tax deferrals and after-tax contributions) is 20% (1-100%, subject to all applicable IRS and Plan limits) of the Member’s Salary.

2.    X   (Choose a and/or b):

a)    X   A Member may make pre-tax elective deferrals to the Plan, based on multiples of 1% of Salary, or

b)         A Member may make pre-tax elective deferrals to the Plan based on a specified dollar amount.

3.         A Member may not make pre-tax elective deferrals to the Plan.

4.         A Member may make after-tax contributions to the Plan, based on multiples of 1% of Salary.

5.    X   A Member may not make after-tax contributions to the Plan.

6.    X   An Employee may allocate a rollover contribution to the Plan prior to satisfying the Eligibility requirements described above.

7.         A Member may not allocate a rollover contribution to the Plan.

8.         A Member may elect to apply a special salary deferral election with respect to bonus payments up to             % (1-100%) of such bonus (subject to IRS and Plan limits).

9.         Employee Roth 401(k) contributions (may only be elected upon approval by the Plan Sponsor in accordance with applicable law.)

C. A Member may change his or her contribution rate with respect to, if made available, pre-tax deferrals and after-tax contributions (choose 1, 2 ,3, 4, or 5):

1.    X   1 time per pay period.

2.         1 time per calendar month.

3.         1 time per calendar quarter.

4.         Semi-annually (i.e., the first day of the Plan Year and the first day of the seventh month of the Plan Year)

5.         Other (must be at least once per calendar year).

D. Employer Matching Contributions (fill in 1 or 7 as applicable; and if you select 1, then choose 2, 3, 4, 5, 6 or 7):

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1.    X   The Employer matching contributions under 2, 3, 4 or 5 below shall be based on the Member’s contributions (both pre-tax deferrals and after-tax contributions) not in excess of 4% (1-50 but not in excess of the percentage specified in B.1. above) of the Member’s Salary.

2.    X   The Employer shall allocate to each contributing Member’s Account an amount equal to 100% (not to exceed 200%) of the Member’s contributions (both pre-tax deferrals and after-tax contributions) for the period elected in VII.D. (as otherwise limited in accordance with VII.C.1. above).

3.         The Employer shall allocate to each contributing Member’s Account an amount based on the Member’s contributions for the month (as otherwise limited in accordance with C.1. above) and determined in accordance with the following schedule:

Years of Employment	Matching %
Less than 3	50	%
At least 3, but less than 5	75	%
5 or more	100	%

4.         The Employer shall allocate to each contributing Member’s Account an amount based on the Member’s contributions for the month (as otherwise limited in accordance with C.1. above) and determined in accordance with the following schedule:

Years of Employment	Matching %
Less than 3	100	%
At least 3, but less than 5	150	%
5 or more	200	%

5.         The Employer shall allocate to each contributing Member’s Account an amount equal to% on the first             % of the Member’s monthly contributions plus             % on the next% of the Member’s contributions.

6.         Employer matching contributions for each contributing Member shall not exceed $             during the Plan Year.

7.         No Employer matching contributions will be made to the Plan.

E. Employer Discretionary Matching Contributions (select 1 or 2)

1.         The Employer may make matching contributions equal to a discretionary percentage, to be determined by the Employer, of the Member’s contributions (both pre-tax and after-tax contributions).

2.         The Employer may make matching contributions equal to             % (not to exceed 200%) of a Member’s contributions, plus:

a.         N/A

b.         an additional discretionary percentage, to be determined by the Employer.

And, in determining the matching contributions above, only Member contributions up to the percentage or dollar amount specified below will be matched: (select 1, 2 or 3)

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1.         % the Member’s Salary (1-50 % but not in excess of the percentage specified in B.1 above). of a Member’s Salary.

2.         $                    .

3.         a discretionary percentage of a Member’s Salary or a discretionary dollar amount, the percentage or dollar amount to be determined by the Employer on a uniform basis to all Members.

3.         The Employer may make matching contributions equal to a discretionary percentage, to be determined by the Employer, of each tier, to be determined by the Employer, of the Member’s contributions (both pre-tax and after-tax contributions).

4.         The Employer may make matching contributions equal to the sum of             % of the portion of the Member’s contributions which do not exceed             % of the Member’s salary or $             plus             % of the portion of the Member’s contributions which exceed             % of the Member’s salary or $            .

Note: If b. or a. above is elected, the rate of matching contributions must decrease as a Member’s contributions or Years of Employment (or Periods of Service) increase.

F. Period for Determining Matching Contributions

1. Matching contributions will be determined on the following basis (and any Salary or dollar limitation used to determine the match will be based upon the applicable period) (Choose a or b):

a)         entire Plan Year; or

b)    X   each payroll period.

c)         Other (Specify)                     

2. Where an Employer elects to make matching contributions on the basis of the entire Plan Year under Section VII.D.1.a above, such contributions shall be made to Members who:

a)    X   are actively employed at any time during the Plan Year;

b)         complete a Year of Service for the Plan Year;

c)         are actively employed on the last day of the Plan Year;

d)         are actively employed on the last day of the Plan Year and complete a Year of Service for the Plan Year; and /or

e)         are not actively employed on the last day of the Plan Year due to

         Death

         Disability

         Retirement

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Note: If e is selected, Members who are not actively employed at the end of the Plan Year shall be eligible to receive contributions in accordance with the election(s) made under e regardless of whether the Employer elected to check items (b), (c), or (d) of Section VII.E.2.

G. Safe Harbor CODA Contributions (Actual Deferral Percentage Test Safe Harbor Contributions) (Complete 1, 2 or 3 below). Please note that if you elect a Safe Harbor CODA, you must provide a timely notice to all Members in accordance with applicable law.

1.         The Employer shall make a safe harbor Basic Matching Contribution to the Plan on behalf of each Member (i.e.; 100% of the Member’s 401(k) Deferrals that do not exceed 3% percent of the Member’s Salary plus 50% of the Member’s 401(k) Deferrals that exceed 3% percent of the Member’s Salary but that do not exceed 5% of the Member’s Plan Salary).

2.         In lieu of safe harbor Basic Matching Contributions, the Employer will make the following contributions for the Plan Year (complete (a) and/or (b)):

a) Enhanced Matching Contributions (complete 1, 2 or 3 below):

(1)         The Employer shall make Matching Contributions to the Account of each Member in an amount equal to the sum of:

(i) the Member’s 401(k) Deferrals that do not exceed              percent of the Member’s Salary plus

(ii) percent of the Member’s 401(k) Deferrals that exceed              percent of the Member’s Salary and that do not exceed             percent of the Member’s Salary.

Note: In the blank in (i) and the second blank in (ii), insert a number that is 3 or greater but not greater than 6. The first and last blanks in (ii) must be completed so that at any rate of 401(k) Deferrals, the Matching Contribution is at least equal to the Matching Contribution receivable if the Employer were making Basic Matching Contributions, but the rate of match cannot increase as deferrals increase. For example, if “4” is inserted in the blank in (i), (ii) need not be completed.

(2)         150% of the Member’s contributions not to exceed              (Enter 3% or 4%) of the Member’s Plan Salary; or

(3)         200% of the Member’s contributions not to exceed              (Enter 2% or 3%) of the Member’s Plan Salary.

b)         Safe Harbor Nonelective Contributions: The Employer will make a Safe Harbor Nonelective Contribution to the Account of each Member in an amount equal to 3 percent of the Member’s Salary for the Plan Year, unless the Employer inserts a greater percentage here             .

3.    X   No Employer Safe Harbor contributions will be made to the Plan.

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H. Employer Basic Contributions (choose 1 or 2):

1.         The Employer shall allocate an amount equal to             % (based on 1% increments not to exceed 15%) of Member’s monthly Salary to (choose (a) or (b)):

a)         The Accounts of all Members

b)         The Accounts of all Members who were employed with the Employer on the last day of the applicable period for which the Employer Basic Contribution is being made.

2.    X   No Employer Basic Contributions will be made to the Plan.

I. Employer Supplemental Contributions: The Employer may make supplemental contributions for any Plan Year in accordance with Section 3.7 of the Plan.

J. Employer Profit Sharing Contributions (Choose 1, 2, 3 or 4):

1.    X   No Employer Profit Sharing Contributions will be made to the Plan.

Non-Integrated Formula

2.         Profit sharing contributions shall be allocated to each Member’s Account in the same ratio as each eligible Member’s Salary during such Contribution Determination Period bears to the total of such Salary of all eligible Members.

Integrated Formula

3.         Profit sharing contributions shall be allocated to each eligible Member’s Account in a uniform percentage (specified by the Employer as             %) of each Member’s Salary during the Contribution Determination Period (“Base Contribution Percentage”) for the Plan Year that includes such Contribution Determination Period, plus a uniform percentage (specified by the Employer as             %, but not in excess of the lesser of (i) the Base Contribution Percentage and (ii) the greater of (1) 5.7% or (2) the percentage equal to the portion of the Code Section 3111(a) tax imposed on employers under the Federal Insurance Contributions Act (as in effect as of the beginning of the Plan Year) which is attributable to old-age insurance) of each Member’s Salary for the Contribution Determination Period in excess of (select a, b, c or d):

a)         the Social Security Taxable Wage Base

b)                     % of the Taxable Wage Base

c)         80% of the Taxable Wage Base plus $1.00

d)         $             (not greater than the Taxable Wage Base)

The election made above (a, b, c, or d) shall be deemed “Excess Salary” for the Plan Year that includes such Contribution Determination Period, in accordance with Article III of the Plan.

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Non Integrated Contribution With An Integrated Allocation

4.         Subject to the overall permitted disparity limit, Profit Sharing contributions shall be allocated as follows:

Step One: If the Plan is Top-Heavy (See Plan Article XI, Section 11.2), contributions will be allocated to each eligible Members’ account in the ratio that each Member’s Salary bears to the total of all eligible Members’ Salary, but not in excess of 3% of each Members’ Salary.

Step Two: If the plan is Top-Heavy, any contributions remaining after the allocation in Step One will be allocated to each eligible Member’s account in the ratio that each eligible Members’ Salary for the Plan Year in excess of the Integration Level bears to the total excess Salary of all eligible Members, but not in excess of 3% of each Members’ Salary in excess of the Integration Level.

Step Three: Any contributions remaining after the allocation in Step Two will be allocated to each eligible Members’ account in the ratio that the sum of each eligible Members’ Salary and Salary in excess of the Integration Level bears to the sum of all eligible Members’ Salary and Salary in excess of the Integration Level, but not in excess of the Profit Sharing Maximum Disparity Rate times the sum of the Member’s Salary and Salary in excess of the Integration Level.

Step Four: Any remaining Employer contributions will be allocated to each eligible Members’ account in the ratio that each Members’ Salary bears to the total of all eligible Members’ Salary.

Note: Overall Permitted Disparity Limit shall mean, notwithstanding the preceding Step One through Step Four, for any Plan Year that the Plan benefits any Member who benefits under another qualified plan or simplified employee pension (as defined in Section 408(k) of the Code) maintained by the Employer that provides for permitted disparity (or imputes disparity), Employer contributions will be allocated to the count of each Member who is entitled to an allocation in the ratio that such Member’s total Salary bears to the total Salary of all Members. The Profit Sharing Maximum Disparity Rate is 5.7%. If the Integration Level selected is equal to the Taxable Wage Base, the applicable percentage is 2.7% if the Plan is Top-Heavy and 5.7% if the Plan is not Top-Heavy. The Taxable Wage Base is the contribution and benefits base in effect under Section 230 of the Social Security Act in effect as of the beginning of the Plan Year.

a) Integration Level (select 1, 2, 3, or 4)

1)         the Social Security Taxable Wage Base

2)                     % (not greater than 100%) of the Taxable Wage Base

3)         80% of the Taxable Wage Base plus $1.00

4)         $             (not greater than the Taxable Wage Base)

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K. Allocation of Employer Profit Sharing Contributions: In accordance with Section VII, J above, a Member shall be eligible to share in Employer Profit Sharing Contributions, if any, as follows:

1. A Member shall be eligible for an allocation of Employer Profit Sharing Contributions for a Contribution Determination Period only if he or she (choose (a), (b), (c), (d), or (e) whichever shall apply):

a)         is actively employed at any time during the Contribution Determination Period;

b)         completed 1,000 Hours of Employment if the Contribution Determination Period is a period of 12 months (250 Hours of Employment if the Contribution Determination Period is a period of 3 months);

c)         is actively employed on the last day of the Contribution Determination Period;

d)         is actively employed on the last day of the Contribution Determination Period and completed 1,000 Hours of Employment if the Contribution Determination Period is a period of 12 months (250 Hours of Employment if the Contribution Determination Period is a period of 3 months);

e)         are not actively employed on the last day of the Plan Year due to

         Death

        Disability

        Retirement

Note: If (e) is selected, Members who are not actively employed at the end of the Plan Year shall be eligible to receive contributions in accordance with the election(s) made under e regardless of whether the Employer elected to check items (b), (c), or (d) of Section VII.J.1.

L. “Contribution Determination Period” for purposes of determining and allocating Employer profit sharing contributions means (choose 1,2, 3 or 4):

1.         The Plan Year.

2.         The Employer’s Fiscal Year (defined as the Plan’s “limitation year”) being the twelve (12) consecutive month period commencing              /              (month/day) and ending              /             (month/day).

3.         The three (3) consecutive month periods that comprises each of the Plan Year quarters.

4.         The three (3) consecutive monthly periods that comprise each of the Employer’s Fiscal Year quarters. (Employer’s Fiscal Year is the twelve (12) consecutive month period commencing              /             (month/day) and ending              /             (month/day).)

M. Employer Qualified Nonelective Contributions: The Employer may make qualified nonelective contributions for any Plan Year in accordance with Section 3.9 of the Plan.

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N. Top Heavy Contributions:

If the Plan is determined to be Top Heavy and if Top Heavy Contributions will be made to the Plan, Top Heavy Contributions will be allocated to: (choose 1 or 2 below):

1.         Only Members who are Non-Key Employees.

2.    X   All Members.

O. Employee Catch-up contributions

1.    X   Member who meets the requirements to make catch-up contributions under Section 414(v) of the Code shall be eligible to make catch-up contributions under the Plan. (Choose (a) or (b):

a)    X   The Employer will match any Employee Catch-up contributions in accordance with the terms of the Plan.

b)         The Employer will not match Employee Catch-up contributions

2.         Employee Catch-up contributions shall not be permitted under the Plan.

VIII. Investments

The Employer shall execute a separate agreement to appoint an investment manager, as well as a separate form to select the investment funds available, under the Plan.

IX. Employer Securities

A. If the Employer makes available an Employer Stock Fund pursuant to Article IV, Section 4.3 of the Plan, then voting and tender offer rights with respect to Employer Stock shall be delegated and exercised as follows (choose 1, 2 and/or 3):

1.    X   Each Member shall be entitled to direct the Plan Administrator as to the voting and tender or exchange offer rights involving Employer Stock held in such Member’s Account, and the Plan Administrator shall follow or cause the Trustee to follow such directions. If a Member fails to provide the Plan Administrator with directions as to voting or tender or exchange offer rights, the Plan Administrator shall exercise those rights as it determines in its discretion and shall direct the Trustee accordingly.

2.         The Plan Administrator shall direct the Trustee as to the voting of all Employer Stock and as to all rights in the event of a tender or exchange offer involving such Employer Stock.

(Note: to the extent required by law, the right to vote Employer Stock held in a Members Account will be passed through to the Members

3.         Employees may only invest up to % of any contributions remitted to the Plan in accordance with Section VII (above) in the Employer Stock Fund.

X. Investment Direction

A.        1.    X   Members shall be entitled to designate what percentage of employee contributions and employer contributions made on their behalf will be invested in the various Investment Funds offered by the Employer.

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2.         The following portions of a Member’s Account will be invested at the Employer’s direction (choose whichever shall apply) (Note: Any source not specified below shall be invested at the direction of the Member).:

a)         All accounts under the Plan;

b)         Employer Profit Sharing Contributions

c)         Employer Matching Contributions

d)         Employer Basic Contributions

e)         Employer Supplemental Contributions

f)         Employer Qualified Nonelective Contributions

g)         Employer Safe Harbor CODA Contributions under Section 3.14 of the Plan

h)         The Member’s Transfer Account

i)         Other             

3.         Amounts invested at the Employer’s direction may not be transferred by the Member to any other Investment Fund.

4.         Notwithstanding the election in Item 2 above, a Member may transfer such amounts to any other Investment Fund upon (choose whichever may apply):

a)         the attainment of age              (insert 45 or greater)

b)         the completion of             (insert 10 or greater) Years of Employment

c)         the attainment of age plus Years of Employment equal to              (insert 55 or greater)

B. In accordance with applicable law, a Member may change his or her investment direction (choose 1,2, 3, 4 or 5):

1.    X   1 time per business day.

2.         1 time per calendar month.

3.         1 time per calendar quarter.

4.         Semi-annually (i.e. the first day of the Plan year and the first day of the seventh month of the Plan Year)

5.         Other (must be at least once per calendar year)                    .

C. If a Member or Beneficiary (or the Employer, if applicable) fails to make an effective investment direction, the Member’s contributions and Employer contributions made on the Member’s behalf shall be invested in (insert one of the Investments selected by the Employer under the terms of the Plan). Money Market

D. ERISA Section 404(c) Compliance (choose 1 or 2)

1.    X   The Plan is intended to comply with Section 404(c) of ERISA with respect to accounts subject to Member direction.

2.         Employer Stock is not an alternative OR the Plan is not intended to comply with Section 404(c) of ERISA.

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E. Effective as of                     , the following additional provisions shall apply to the Employer Stock Fund (Check all that apply):

1.         No additional Employee contributions may be made to the Employer Stock Fund;

2.         No additional Employer contributions may be made to the Employer Stock Fund;

3.         No investment fund transfers may be made to the Employer Stock Fund; and/or

4.         No investment fund transfers may be made from the Employer Stock Fund.

XI. Vesting Schedules

(Choose 1, 2, 3, 4, 5, 6 or 7)

Note: Notwithstanding any election by the Employer to the contrary, each Member shall acquire a 100% vested interest in his Account attributable to all Employer contributions made to the Plan upon the earlier of (i) attainment of Normal Retirement Age, (ii) approval for disability or (iii) death. In addition, a Member shall at all times have a 100% vested interest in; the Employer Qualified Non-Elective Contributions, if any; Safe Harbor CODA contributions, if any; and in the pre-tax elective deferrals and nondeductible after-tax Member Contributions. Also, if a Plan is determined to be Top Heavy, a different vesting schedule, other than the schedule elected above, may apply. Further note that in accordance with applicable law, neither Schedule 3 nor Schedule 6 may be elected for purposes of Employer matching and/or Employer Supplemental Contributions Formula 1 (pursuant to Plan Section 3.7) contributions.

Schedule	Years of Employment	Vested %
1.      Immediate	Upon Enrollment	100	%
2. __ 2-6 Year Graded	Less than 2	0	%
	2 but less than 3	20	%
	3 but less than 4	40	%
	4 but less than 5	60	%
	5 but less than 6	80	%
	6 or more	100	%
3.      5-Year Cliff	Less than 5	0	%
	5 or more	100	%
4. X   3-Year Cliff	Less than 3	0	%
	3 or more	100	%
5.      4-Year Graded	Less than 1	0	%
	1 but less than 2	25	%
	2 but less than 3	50	%
	3 but less than 4	75	%
	4 or more	100	%

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6.      3-7 Year Graded	Less than 3	0	%
	3 but less than 4	20	%
	4 but less than 5	40	%
	5 but less than 6	60	%
	6 but less than 7	80	%
	7 or more	100	%
7.     Other	Less than	0	%
	but less than		%
	but less than		%
	but less than		%
	but less than		%
	or more	100	%

Note: The Vesting Schedule under Item 7 may not impose greater vesting restrictions there would otherwise apply under schedule 3 or 6 (or schedule 2 or 4) for Employer Matching Calculations or employee supplemental contributions formula.

B. With respect to the schedules listed above, the Employer elects (choose 1, 2, 3, 4 or 5):

1. Schedule    4   solely with respect to Employer matching contributions.

2. Schedule          solely with respect to Employer basic contributions.

3. Schedule          solely with respect to Employer supplemental contributions.

4. Schedule          solely with respect to Employer profit sharing contributions.

5. Schedule          with respect to all Employer contributions.

C. Years of Employment Excluded for Vesting Purposes The following Years of Employment shall be disregarded for vesting purposes (choose whichever shall apply):

1.         Years of Employment during any period in which neither the Plan nor any predecessor plan was maintained by the Employer.

2.         Years of Employment of a Member prior to attaining age 18.

D. Service Crediting Method for Vesting (Choose 1, 2, or 3):

1.         Not Applicable. Plan provides 100% vesting for all contributions.

2.         Hour of service method (if elected, Years of Service will be substituted for Years of Employment for purposes of this Section XI) (Choose a or b):

a)         The actual number of Hours of Employment.

b)         190 Hours of Employment for each month in which the Employee completes at east one Hour of Employment.

3.    X   Elapsed time method.

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XII. Withdrawal Provisions

A. The following portions of a Member’s Account will be eligible for in-service withdrawals, subject to the provisions of Article VII of the Plan (choose whichever shall apply):

1.         Employee after-tax contributions and the earnings thereon. In-service withdrawals permitted only in the event of (choose whichever shall apply):

a)         Hardship.

b)         Attainment of age 59 ¹/2.

2.    X   Employee pre-tax elective deferrals and the earnings thereon (including any Roth 401(k) deferrals, if any).

Note: In-service withdrawals of all employee pre-tax elective deferrals and earnings thereon as of December 31, 1988 are permitted only in the event of hardship or attainment of age 59 ¹/2. In- service withdrawals of earnings after December 31, 1988 are permitted only in the event of attainment of age 59 ¹/2.

3.    X   Employee rollover contributions and the earnings thereon. In-service withdrawals permitted only in the event of (choose whichever shall apply):

a)         Hardship.

b)         Attainment of age 59 ¹/2.

4.    X   Employer matching contributions and the earnings thereon. In-service withdrawals permitted only in the event of (choose whichever shall apply):

a)         Hardship.

b)         Attainment of age 59 ¹/2.

5.         Employer basic contributions and the earnings thereon. In-service withdrawals permitted only in the event of (choose whichever shall apply):

a)         Hardship.

b)         Attainment of age 59 ¹/2.

6.         Employer supplemental contributions and the earnings thereon. In-service withdrawals permitted only in the event of (choose whichever shall apply):

a)         Hardship.

b)         Attainment of age 59 ¹/2.

7.         Employer profit sharing contributions and the earnings thereon. In-service withdrawals permitted only in the event of (choose whichever shall apply):

a)         Hardship.

b)         Attainment of age 59 ¹/2.

8.         Employer qualified nonelective contributions and earnings thereon. Note: In-service withdrawals of all employer qualified nonelective contributions and earnings thereon are permitted only in the event of attainment of age 59 ¹/2.

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9.         Employer safe harbor CODA contributions and earnings thereon.

Note: In-service withdrawals of all employee pre-tax elective deferrals and earnings thereon as of December 31, 1988 are permitted only in the event of hardship or attainment of age 59 ¹/2. In- service withdrawals of earnings after December 31, 1988 are permitted only in the event of attainment of age 59 ¹/2.

10.         No in-service withdrawals shall be allowed.

11.         In the event of a Hardship withdrawal, all contributions on behalf of such employee under the plan shall be suspended for a period of              (enter number of months, not to exceed 6) months.

B. Notwithstanding any elections made in Subsection A of this Section XII above, the following portions of a Member’s Account shall be excluded from eligibility for in- service withdrawals (choose whichever shall apply):

1.         Employer contributions, and the earnings thereon, credited to the Employer Stock Fund.

2.         Employer contributions, and the earnings thereon, credited to the Certificate of Deposit Fund.

3.         Employee contributions and deferrals, and the earnings thereon, credited to the Stock Fund.

4.         All Employee contributions and deferrals, and the earnings thereon, credited to the Employer Certificate of Deposit Fund.

5.         Other:             

XIII. Distribution Option (choose whichever shall apply)

1.         Lump Sum and partial lump sum payments only.

2.    X   Lump Sum and partial lump sum payments plus one or more of the following (choose (a) and /or (b)):

a)    X   Installment payments.

b)         Annuity payments.

3.         Distributions in kind of Employer Stock.

4.         Annuity as the normal form of payment (only available to amended and restated Plans that must continue to make the annuity the Normal Form of benefit payment under the Plan)

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XIV. Loan Program (choose 1, 2, 3, 4 or 5 if applicable)

1.         No loans will be permitted from the Plan.

2.    X   Loans will be permitted from the Member’s Account.

3.         Loans will be permitted from the Member’s Account, excluding (choose whichever shall apply):

(1)         Employer Profit sharing contributions and the earnings thereon.

(2)         Employer matching contributions and the earnings thereon.

(3)         Employer basic contributions and the earnings thereon.

(4)         Employer supplemental contributions and the earnings thereon.

(5)         Employee after-tax contributions and the earnings thereon.

(6)         Employee pre-tax elective deferrals and the earnings thereon (including any Roth 401(k) deferrals, if any).

(7)         Employee rollover contributions and the earnings thereon.

(8)         Employer qualified nonelective contributions and the earnings thereon.

(9)         Employer safe harbor CODA contributions and the earnings thereon.

(10)         Any amounts to the extent invested in the Employer Stock Fund.

(11)         Any amounts to the extent invested in the Certificate of Deposit Fund.

4.         Loans will only be permitted from the Member’s Account in the case of hardship or financial necessity as defined under Section 8.1 of the Plan.

5.         A Member may only have              (e.g., one (1)) loan(s) outstanding at any time.

XV. Additional Information

If additional space is needed to select or describe an elective feature of the Plan, the Employer should attach additional pages and use the following format:

The following is hereby made a part of Section              of the Adoption Agreement and is thus incorporated into and made a part of the Tempo Bank Employees’ Savings & Profit Sharing Plan and Trust.

Signature of Employer’s Authorized Representative

Signature of Trustee

Supplementary Page      of [total number of pages].

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XVI. Plan Administrator

The Named Plan Administrator under the Plan shall be the (choose 1, 2, 3 or 4):

Note: Pentegra Services, Inc. may not be appointed Plan Administrator.

1.    X   Employer

2.         Employer’s Board of Directors

3.         Plan’s Administrative Committee

4.         Other (if chosen, then provide the following information)

Name:

Address:

Tel No:

Contact:

Note: If no Named Plan Administrator is designated above, the Employer shall be deemed the Named Plan Administrator.

XVII. Trustee

1) The Employer hereby appoints the following person(s) or entity to serve as Trustee under the Plan (select a or b below)

a)         For all investment assets under the Plan

b)    X   For all investment assets except the Employer Stock Fund (if checked, please complete item 2 below).

Name: The Bank of New
Address: One Wall Street, New York, NY 10286
Telephone Number:	(212) 635-8115                            Contact: Ms. Mary DunLeavy

Signature of Trustee

(Required if utilizing the Trust Instrument under Article IX of the Plan)

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2) The Employer hereby appoints the following person(s) or entity to serve as Trustee under the Plan for the Employer Stock Fund:

Name:	Robert J. Stroh, Jr. CEO; Francis J. Eversman, COO; Phyllis Jean Brown, VP
Address:	28 West Broadway, Trenton, IL 62293
Telephone Number: (618) 224-9228
Contact:	Robert J. Stroh, Jr.
	Signature(s) of Trustee(s)

(Required if utilizing the Trust Instrument under Article IX of the Plan)

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EXECUTION OF ADOPTION AGREEMENT

By execution of this Adoption Agreement by a duly authorized representative of the Employer, the Employer acknowledges that it has established or, as the case may be, amended a tax-qualified retirement plan into the Tempo Bank Employees’ Savings & Profit Sharing Plan and Trust (the “Plan”). The Employer hereby represents and agrees that it will assume full fiduciary responsibility, and Pentegra Services, Inc. assumes no fiduciary responsibility for and shall not have any fiduciary responsibility for, the operation of the Plan and for complying with all duties and requirements imposed under applicable law, including, but not limited to, the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. In addition, the Employer represents and agrees that it will accept full responsibility for complying with any applicable requirements of federal or state securities law as such laws may apply to the Plan and to any investments thereunder.

The adopting Employer may rely on an opinion letter issued by the IRS as evidence that the Plan is qualified under Section 401 of the Code only to the extent provided in Revenue Procedure 2005-16, 2005-10 I.R.B. 674. The Employer may not rely on the opinion letter in certain circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to the plan and in IRS Revenue Procedure 2005-16. In order to have reliance in such circumstances or with respect to such qualification requirements with respect to the Plan, application for an individual determination letter for the Plan must be made by the Employer to the IRS.

The failure to properly complete the Adoption Agreement may result in disqualification of the Plan and Trust evidenced thereby.

The Sponsor will inform the Employer of any amendments to the Plan or of the discontinuance or abandonment of the Plan by the Sponsor.

Any inquiries regarding the adoption of the Plan should be directed to the Sponsor as follows:

Pentegra Services, Inc.

108 Corporate Park Drive

White Plains, New York 10604

(914) 694-1300

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed by its duly authorized officer this              day of             , 20    .

TEMPO BANK

By:

Name:

Title:

24

PENTEGRA SERVICES, INC.

EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN

BASIC PLAN DOCUMENT

(Subject to IRS Approval)

01/31/2006

TABLE OF CONTENTS

ARTICLE I PURPOSE AND DEFINITIONS			1
ARTICLE II PARTICIPATION AND MEMBERSHIP			13
	Section 2.1	Eligibility Requirements	13
	Section 2.2	Exclusion of Certain Employees	14
	Section 2.3	Waiver of Eligibility Requirements	15
	Section 2.4	Exclusion of Non-Salaried Employees	15
	Section 2.5	Commencement of Participation	15
	Section 2.6	Termination of Participation	16
ARTICLE III CONTRIBUTIONS			17
	Section 3.1	Contributions by Members	17
	Section 3.2	Elective Deferrals by Members	17
	Section 3.3	Transfer of Funds and Rollover Contributions by Members	18
	Section 3.4	Employer Contributions - General	21
	Section 3.5	Employer Matching Contributions	21
	Section 3.6	Employer Basic Contributions	22
	Section 3.7	Supplemental Contributions by Employer	22
	Section 3.8	The Profit Sharing Feature	23
	Section 3.9	The 401(k) Feature	28
	Section 3.10	Determining the Actual Deferral Percentages	30
	Section 3.11	Determining the Actual Contribution Percentages	31
	Section 3.12	Remittance of Contributions	35
	Section 3.13	Safe Harbor CODA	36
	Section 3.14	Catch-Up Contributions	37
ARTICLE IV INVESTMENT OF CONTRIBUTIONS			38
	Section 4.1	Investment by Trustee or Custodian	38
	Section 4.2	Member Directed Investments	39
	Section 4.3	Employer Securities	39
	Section 4.4	Life Insurance	40
ARTICLE V MEMBERS’ ACCOUNTS, UNITS AND VALUATION			41
ARTICLE VI VESTING OF ACCOUNTS			42
	Section 6.1	Vesting of Member Contributions, 401(k) Deferrals, Qualified Nonelective	42
	Section 6.2	Vesting of Employer Contributions	42
	Section 6.3	Forfeitures	45
ARTICLE VII WITHDRAWALS AND DISTRIBUTIONS			47
	Section 7.1	General Provisions	47
	Section 7.2	Withdrawals While Employed	48
	Section 7.3	Distributions Upon Termination of Employment	50
	Section 7.4	Distribution Upon Severance From Employment	55
	Section 7.5	Distributions Due to Disability	56
	Section 7.6	Distributions Due to Death	56
	Section 7.7	Minimum Required Distributions	57
	Section 7.8	Minimum Required Distributions (Beginning on November 1, 2002)	61
ARTICLE VIII LOAN PROGRAM			69
	Section 8.1	General Provisions	69
	Section 8.2	Loan Application	69

	Section 8.3	Permitted Loan Amount	71
	Section 8.4	Source of Funds for Loan	71
	Section 8.5	Conditions of Loan	72
	Section 8.6	Crediting of Repayment	72
	Section 8.7	Cessation of Payments on Loan	73
	Section 8.8	Loans to Former Members	73
	Section 8.9	Effect of KETRA and GOZA on Outstanding Loans	73
ARTICLE IX TRUSTEE AND CUSTODIAN			74
	Section 9.1	Basic Responsibilities of the Trustee	74
	Section 9.2	Investment Powers and Duties of Trustee	76
	Section 9.3	Powers and Duties of Custodian	81
	Section 9.4	Trustee’s Compensation, Expenses, Taxes and Indemnification	82
	Section 9.5	Reporting and Recordkeeping	83
	Section 9.6	Amendment, Termination, Resignation and Removal	84
ARTICLE X ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES			85
	Section 10.1	Fiduciaries	85
	Section 10.2	Allocation of Responsibilities Among the Fiduciaries	85
	Section 10.3	No Joint Fiduciary Responsibilities	87
	Section 10.4	Investment Manager	88
	Section 10.5	Advisor to Fiduciary	88
	Section 10.6	Service in Multiple Capacities	88
	Section 10.7	Appointment of Plan Administrator	89
	Section 10.8	Powers of the Plan Administrator	89
	Section 10.9	Duties of the Plan Administrator	89
	Section 10.10	Action by the Plan Administrator	90
	Section 10.11	Discretionary Action	90
	Section 10.12	Compensation and Expenses of Plan Administrator	90
	Section 10.13	Reliance on Others	90
	Section 10.14	Self Interest	90
	Section 10.15	Personal Liability - Indemnification	91
	Section 10.16	Insurance	92
	Section 10.17	Claims Procedures	92
	Section 10.18	Claims Review Procedures	92
ARTICLE XI MISCELLANEOUS PROVISIONS			93
	Section 11.1	General Limitations	93
	Section 11.2	Top Heavy Provisions	93
	Section 11.3	Information and Communications	102
	Section 11.4	Small Account Balances	102
	Section 11.5	Amounts Payable to Incompetents, Minors or Estates	102
	Section 11.6	Non-Alienation of Amounts	103
	Section 11.7	Unclaimed Amounts Payable	103
	Section 11.8	Leaves of Absence	103
	Section 11.9	Return of Contributions to Employer	105
	Section 11.10	Controlling Law	105
ARTICLE XII AMENDMENT & TERMINATION			106
	Section 12.1	General	106
	Section 12.2	Termination of Plan and Trust	106
	Section 12.3	Liquidation of Trust Assets in the Event of Termination	106
	Section 12.4	Partial Termination	107
	Section 12.5	Power to Amend	107
	Section 12.6	Solely for Benefit of Members, Terminated Members and their Beneficiaries	108
	Section 12.7	Successor to Business of the Employer	108
	Section 12.7	Leaves of Absence	108
	Section 12.8	Merger, Consolidation and Transfer	108
	Section 12.9	Revocability	109

ARTICLE I

PURPOSE AND DEFINITIONS

Section 1.1

This Plan and Trust, as evidenced hereby, and the applicable Adoption Agreement and Trust Agreement(s), are designed and intended to qualify in form as a qualified profit sharing plan and trust under the applicable provisions of the Internal Revenue Code of 1986, as now in effect or hereafter amended, or any other applicable provisions of law including, without limitation, the Employee Retirement Income Security Act of 1974, as amended. Except as otherwise provided herein and consistent with Internal Revenue Service Notice 2004-84 and related guidance concerning the remedial amendment and approval cycle for master and prototype defined contribution plans, effective January 1, 2002 (including any amendments through January 31, 2006), and subject to IRS approval, the Plan is hereby amended and restated in its entirety to provide as follows:

Section 1.2

The following words and phrases as used in this Plan shall have the following meanings:

(A) “Account” means the Plan account established and maintained in respect of each Member pursuant to Article V, to which Account shall be allocated, as applicable, the Member’s after-tax amounts, 401(k) amounts, Employer matching amounts, basic amounts, supplemental amounts, profit sharing amounts, qualified non-elective contribution amounts, rollover amounts, and funds directly transferred to the Plan.

(B) “Acquired Employees” means employees who become employees as a result of a transaction under Section 410(b)(6)(C) of the Code. Such Employees will be excluded during the period beginning on the date of the transaction and ending on the last day of the first Plan year beginning after the date of the transaction. A transaction under Section 410(b)(6)(C) of the Code is an asset or stock acquisition, merger or similar transaction involving a change in the employer of the employees of a trade or business.

(C) “Actual Deferral Percentage Test Safe Harbor” means the method described in Section 3.14 (A) of Article III for satisfying the actual deferral percentage test of ‘401(k)(3) of the Code.

(D) “Actual Deferral Percentage Test Safe Harbor Contributions” means Employer matching contributions and non-elective contributions described in section 3.14 (A) (1) of Article III.

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(E) “Adoption Agreement” means the separate document by which the Employer has adopted the Plan and specified certain of the terms and provisions hereof. If any term, provision or definition contained in the Adoption Agreement is inconsistent with any term, provision or definition contained herein, the one set forth in the Adoption Agreement shall govern. The Adoption Agreement shall be incorporated into and form an integral part of the Plan.

(F) “Beneficiary” means the person or persons designated to receive any amount payable under the Plan upon the death of a Member. Such designation may be made or changed only by the Member on a form provided by, and filed with, the Third Party Administrator prior to his death. If the Member is not survived by a Spouse and if no Beneficiary is designated, or if the designated Beneficiary predeceases the Member, then any such amount payable shall be paid to such Member’s estate upon his death.

(G) “Board” means the Board of Directors of the Employer adopting the Plan.

(H) “Break in Service” means:

1) Where an Employer has elected, in its Adoption Agreement, to use the hours of service method for eligibility and/or vesting, a Plan Year during which an individual has not completed more than 500 Hours of Employment, as determined by the Plan Administrator in accordance with the IRS Regulations. Solely for purposes of determining whether a Break in Service has occurred, an individual shall be credited with the Hours of Employment which such individual would have completed but for a maternity or paternity absence, as determined by the Plan Administrator in accordance with this Paragraph, the Code and the applicable regulations issued by the DOL and the IRS; provided, however, that the total Hours of Employment so credited shall not exceed 501 and the individual timely provides the Plan Administrator with such information as it may require. Hours of Employment credited for a maternity or paternity absence shall be credited entirely (i) in the Plan Year in which the absence began if such Hours of Employment are necessary to prevent a Break in Service in such year, or (ii) in the following Plan Year. For purposes of this Paragraph, maternity or paternity absence shall mean an absence from work by reason of the individual’s pregnancy, the birth of the individual’s child or the placement of a child with the individual in connection with the adoption of the child by such individual, or for purposes of caring for a child for the period immediately following such birth or placement.

2

2) Where an Employer has elected to use the elapsed time method for eligibility and/or vesting service, a Period of Severance of at least 12 consecutive months.

(I) “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered.

(J) “Commencement Date” means the date on which an Employer begins to participate in the Plan.

(K) “Contribution Determination Period” means the Plan Year, fiscal year, or calendar or fiscal quarter, as elected by an Employer, upon which eligibility for and the maximum permissible amount of any Profit Sharing contribution, as defined in Article III, is determined. Notwithstanding the foregoing, for purposes of Article VI, Contribution Determination Period means the Plan Year.

(L) “Disability” means a Member’s disability as defined in Article VII, Section 7.5.

(M) “DOL” means the United States Department of Labor.

(N) “Earned Income” means the net earnings from self-employment in the trade or business with respect to which the plan is established, for which the personal services of the individual are a material income-producing factor. Net earnings will be determined without regard to items not included in gross income and the deductions allocable to such items. Net earnings are reduced by contributions made by the Employer to a qualified plan to the extent deductible under Code Section 404. In addition, net earnings shall be determined with regard to the deduction allowed to the taxpayer by Code Section 164(f), for taxable years beginning after December 31, 1989.

(O) “Employee” means any person in Employment, and who receives compensation from, the Employer, and any leased employee within the meaning of Section 414(n)(2) of the Code. The term “leased employee” means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person (“leasing organization”) has performed services for the recipient (or for the recipient and related persons determined in accordance with Section 414(n) (6) of the Code) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer.

3

A leased employee shall not be considered an employee of the recipient if: (i) such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in Section 415(c) (3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee’s gross income under Section 125, Section 402(e)(3), Section 402(h)(1) (B) or Section 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than 20 percent of the recipient’s non-highly compensated work force.

An Owner-employee means an individual who is a sole proprietor, or who is a partner owning more than 10 percent of either the capital or profits interest of the partnership.

(P) “Employer” means the entity named in the Adoption Agreement and any other entity which, together therewith, constitutes an affiliated service group (as defined in Section 414(m)(2) of the Code), any corporation which, together therewith, constitutes a controlled group of corporations as defined in Section 1563 of the Code, and any other trade or business (whether incorporated or not) which, together therewith, are required to be aggregated under Sections 414(b), 414(c), or 414(o) of the Code. For purposes of the definition of “Salary” in Section 1.2(II) and Article III of the Plan, “Employer” shall refer only to the applicable entity that is participating in the Plan.

(Q) “Employment” means service with an Employer.

(R) “Enrollment Date” means the date on which an Employee becomes a Member as provided under Article II.

(S) “ERISA” means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended.

(T) “Fiduciary” means any person who (i) exercises any discretionary authority or control with respect to the management of the Plan or control with respect to the management or disposition of the assets thereof, (ii) renders any investment advice for a fee or other compensation, direct or indirect, with respect to any moneys or other property of the Plan, or has any discretionary authority or responsibility to do so, or (iii) has any discretionary authority or responsibility in the administration of the Plan, including any other persons (other than trustees) designated by any Named Fiduciary to carry out fiduciary responsibilities, except to the extent otherwise provided by ERISA.

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(U) “Highly Compensated Employee” means for Plan Years beginning after December 31, 1996, an Employee (i) who is a 5 percent owner at any time during the look-back year or determination year, or (ii)(a) who is employed during the determination year and who during the look-back year received compensation from the Employer in excess of $80,000 (as adjusted pursuant to the Code and Regulations for changes in the cost of living), and (b) if elected by the Employer was in the top-paid group of Employees for such look-back year.

For this purpose, the determination year shall be the Plan Year. The look-back year shall be the 12-month period immediately preceding the determination year. The Employer may, however, as indicated in the Adoption Agreement, make a calendar year data election. If a calendar year data election is made, the look- back year shall be the calendar year ending within the Plan Year for purposes of determining who is a Highly Compensated Employee (other than for 5% owners).

The top-paid group shall consist of the top 20 percent of the Employees when ranked on the basis of compensation paid by the Employer.

The determination of who is a Highly Compensated Employee will be made in accordance with Section 414(q) of the Code and the IRS Regulations thereunder.

A highly compensated former employee is based on the rules applicable to determining Highly Compensated Employee status as in effect for that determination year, in accordance with section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and IRS Notice 97-45.

In determining whether an employee is a Highly Compensated Employee for years beginning in 1997, the amendments to section 414(q) stated above are treated as having been in effect for years beginning in 1996.

(V) “Hour of Employment” means:

(1) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer. These hours will be credited to the Employee for the computation period in which the duties are performed; and

(2) Each hour for which an Employee is paid, or entitled to payment, by an Employer on account of a period of time during which no duties

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are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. No more than 501 Hours of Employment will be credited under this Subsection (2) for any single continuous period (whether or not such period occurs in a single computation period). Hours under this Subsection (2) will be calculated and credited pursuant to Section 2530.200b-2 of the DOL Regulations which is incorporated herein by this reference; and

(3) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer. The same Hours of Employment will not be credited both under Subsection (1) or (2), as the case may be, and under this Subsection (3). These hours will be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.

Hours of Employment will be credited for employment with other members of an affiliated service group (under Code Section 414(m)), a controlled group of corporations (under Code Section 414(b)), or a group of trades or businesses under common control (under Code Section 414(c)), of which the Employer is a member, and any other entity required to be aggregated with such Employer pursuant to Code Section 414(o).

Hours of Employment will also be credited for any individual considered an Employee for purposes of the Plan under Code Section 414(n) or Section 414(o).

Solely for purposes of determining eligibility to participate, “Hour of Employment” shall include service performed by an individual for an Employer or members of an affiliated service group (under Code Section 414(m)), a controlled group of corporations (under Code Section 414(b)), or a group of trades or businesses under common control (under Code Section 414(c)), of which the Employer is a member, during the period such individual is not a member of a class of Employees otherwise eligible to participate in the Plan.

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(W) “Investment Manager” means any Fiduciary other than a Trustee or Named Fiduciary who (i) has the power to manage, acquire or dispose of any asset of the Plan; (ii) is (a) registered as an investment advisor under the Investment Advisors Act of 1940; (b) is a bank, as defined in such Act, or (c) is an insurance company qualified to perform the services described in clause (i) hereof under the laws of more than one state of the United States; and (iii) has acknowledged in writing that he is a Fiduciary with respect to the Plan.

(X) “IRS” means the United States Internal Revenue Service.

(Y) “Leave of Absence” means an absence authorized by an Employee’s Employer and approved by the Plan Administrator, on a uniform basis, in accordance with Article X.

(Z) “Member” means an Employee enrolled in the membership of the Plan under Article II.

Notwithstanding the above, Member shall also mean any Employee who, in accordance with Article III, Section 3.3 and the terms of the Plan, makes a rollover contribution to the Plan. Such Employee shall be considered a Member for purposes of such Rollover contribution(s) only and shall not share in the rights and privileges of those Members enrolled in the membership of the Plan in accordance with Article II.

(AA) “Month” means any calendar month.

(BB) “Named Fiduciary” means the Fiduciary or Fiduciaries named herein or in the Adoption Agreement who jointly or severally have the authority to control and manage the operation and administration of the Plan.

(CC) “Non-highly Compensated Employee” means an Employee who is not a Highly Compensated Employee.

(DD) “Normal Retirement Age” means the Member’s sixty-fifth (65th) birthday unless otherwise specified in the Adoption Agreement.

(EE) “Period of Service” means the aggregate of all periods commencing with the Employee’s first day of employment or reemployment with the Employer and ending on the date a Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Employment. An Employee will also receive credit for any Period of Severance of less than 12 consecutive months, provided that the Employee returns to Employment within 12 months of the Employee’s retirement, quit or discharge or, if earlier, within 12 months of the date the Employee was first absent from service for any other reason.

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(FF) “Period of Severance” means a continuous period of time during which the Employee is not employed by the Employer. Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the 12 month anniversary of the date on which the Employee was otherwise first absent from service.

In the case of an individual who is absent from work for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary of the first day of such absence shall not constitute a Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the individual, (b) by reason of the birth of a child of the individual, (c) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

(GG) “Plan” means the Employees’ Savings & Profit Sharing Plan as evidenced by this document, the applicable Adoption Agreement and all subsequent amendments thereto.

(HH) “Plan Administrator” means the Named Fiduciary or, as designated by such Named Fiduciary and approved by the Board in accordance with Article IX, any officer or Employee of the Employer.

(II) “Plan Year” means a consecutive 12-month period ending December 31 unless an alternative 12 consecutive month period is specified in the Adoption Agreement.

(JJ) “Regulations” means the applicable regulations issued under the Code, ERISA or other applicable law, by the IRS, the DOL or any other governmental authority and any proposed or temporary regulations or rules promulgated by such authorities pending the issuance of such regulations.

(KK) “Salary” means regular basic monthly salary or wages, exclusive of special payments such as overtime, bonuses, fees, deferred compensation (other than pre-tax elective deferrals pursuant to a Member’s election under Article III), severance payments, and contributions by the Employer under this or any other plan (other than before-tax contributions made on behalf of a Member under a Code Section 125 cafeteria plan and, effective for Plan Years beginning on or

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after January 1, 2001, qualified transportation fringe benefits under Code Section 132(f), unless the Employer specifically elects to exclude such contributions or benefits). Commissions shall be included at the Employer’s option within such limits, if any, as may be set by the Employer in the Adoption Agreement and applied uniformly to all its commissioned Employees. In addition, Salary may also include, at the Employer’s option, special payments such as (i) overtime or (ii) overtime plus bonuses.

Alternatively, at the Employer’s option, Salary may be defined as follows:

(1) to include total taxable compensation reported on the Member’s IRS Form W-2, plus deferrals, if any, pursuant to Sections 401(k), 475(b), 403(b), 402(h), 402(g)(3), and 125 of the Code, plus, effective for Plan Years beginning on or after January 1, 2001, qualified transportation fringe benefits under Code Section 132(f) (unless the Employer specifically elects to exclude such Section 125 deferrals or Section 132(f) amounts), but excluding compensation deferred from previous years;

(2) wages, salaries and fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits and reimbursements, or other expense allowances under a nonaccountable plan (as described in Regulation 1.62-2(c)), and excluding (i) Employer contributions to a plan of deferred compensation which are not includible in the Employee’s gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan to the extent such contributions are excludable from the Employee’s gross income, or any distributions from a plan of deferred compensation; (ii) amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (iii) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (iv) other amounts which receive special tax benefits, or contributions made by the

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Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in Code Section 403(b) (whether or not contributions are actually excludable from the gross income of the Employee); plus deferrals, if any, pursuant to Sections 401(k, 457(b), 403(b), 402(h), 402(g)(3) and 125 of the Code, plus, effective for Plan Years beginning on or after January 1, 2001, qualified transportation fringe benefits under Code Section 132(f) (unless the Employer specifically elects to exclude such Section 125 deferrals or Section 132(f) amounts), but excluding compensation deferred from previous years; or

(3) wages within the meaning of Code Section 3401(a) for purposes of income tax withholding at the source 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 Code Section 3401(a)(2)).

Notwithstanding any provision of the plan to the contrary, Salary for any Self-Employed Individual shall be equal to Earned Income.

If the Employer so elects in the Adoption Agreement, Salary for any Employee shall only be considered for the period during which such Employee is eligible for Membership in the Plan.

For Plan Years beginning on or after January 1, 1994 and before January 1, 2002, the annual Salary of each Member taken into account for any Plan Year shall not exceed for purposes of the Plan $150,000 (adjusted for cost of living to the extent permitted by Section 401(a)(17)(B) of the Code and the IRS Regulations).

For any Plan Year beginning after December 31, 2001, the annual Salary of each Member taken into account for purposes of the Plan shall not exceed $200,000 (adjusted for cost of living to the extent permitted by Section 401(a)(17)(B) of the Code and the IRS Regulations).

For Plan Years beginning after December 31, 1996, the family member aggregation rules of Code Section 414(q)(6) (as in effect prior to the Small Business Job Protection Act of 1996) are eliminated.

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(LL) “Self-Employed Individual” means an individual who has Earned Income for the taxable year from the trade or business for which the plan is established, and, also, is an individual who would have had Earned Income but for the fact that the trade or business had no net profits for the taxable year. A Self-Employed Individual shall be treated as an Employee.

(MM) “Social Security Taxable Wage Base” means the contribution and benefit base attributable to the OASDI portion of Social Security employment taxes under Section 230 of the Social Security Act (42 U.S.C. - §430) in effect on the first day of each Plan Year.

(NN) “Spouse” or “Surviving Spouse” means the individual to whom a Member or former Member was married on the date such Member withdraws his Account, or if such Member has not withdrawn his Account, the individual to whom the Member or former Member was married on the date of his death. For purposed of the Plan, a Member will be treated as married only if the Member’s marriage is recognized under the U.S. Defense of Marriage Act of 1996 and the individual to whom the Member is married will only be treated as the Member’s spouse under the Plan if that individual is recognized as the spouse of the Member under the U.S. Defense of Marriage Act of 1996.

(OO) “Third Party Administrator” or “TPA” means Pentegra Services, Inc., a non-fiduciary provider of administrative services appointed and directed by the Plan Administrator or the Named Fiduciary either jointly or severally.

(PP) “Trust” means the Trust or Trusts established and maintained pursuant to the terms and provisions of this document and any separately maintained Trust Agreement or Agreements.

(QQ) “Trustee” generally means the person, persons or other entities designated by the Employer or its Board as the Trustee or Trustees hereof and specified as such in the Adoption Agreement and any Trust Agreement or Agreements.

(RR) “Trust Agreement” means the document by which the Employer or its Board has appointed a Trustee of the Plan, specified the terms and conditions of such appointment and any fees associated therewith. The Employer or its Board may either adopt a separate Trust Instrument or utilize the Trust instrument provided under Article IX of the Plan.

(SS) “Trust Fund” means the Trust Fund or Funds established by the Trust Agreement or Agreements.

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(TT) “Unit” means the unit of measure described in Article V of a Member’s proportionate interest in the available Investment Funds (as defined in Article IV).

(UU) “Valuation Date” means any business day of any month for the Trustee, except that in the event the underlying portfolio(s) of any Investment Fund cannot be valued on such date, the Valuation Date for such Investment Fund shall be the next subsequent date on which the underlying portfolio(s) can be valued. Valuations shall be made as of the close of business on such Valuation Date(s).

(VV) “Year of Employment” means a period of service of 12 months.

(WW) “Year of Service” means any Plan Year during which an individual completed at least 1,000 Hours of Employment, or satisfied any alternative requirement, as determined by the Plan Administrator in accordance with any applicable Regulations issued by the DOL and the IRS.

(XX) “Year of Eligibility Service” means where an Employer designates a one or two 12-consecutive-month eligibility waiting period, an Employee must complete at least 1,000 Hours of Employment during each 12-consecutive-month period (measured from his date of Employment and then as of the first day of each Plan Year commencing after such date of Employment); provided, however, if an Employee is credited with 1,000 Hours of Employment in both the initial eligibility computation period and the first Plan Year which commences prior to the first anniversary of the Employee’s employment commencement date, the Employee will be credited, for eligibility purposes, with two Years of Eligibility Service. Where an Employer designates an eligibility waiting period of less than 12 months, an Employee must, for purposes of eligibility, complete a required number of hours (measured from his date of Employment and each anniversary thereafter) which is arrived at by multiplying the number of months in the eligibility waiting period requirement by 83 ¹/3; provided, however, if an Employee completes at least 1,000 Hours of Employment within the 12 month period commencing on his Employment commencement date or during any Plan Year commencing after such Employment commencement date, such Employee will be treated as satisfying the eligibility service requirements.

Section 1.3

The masculine pronoun wherever used shall include the feminine pronoun.

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ARTICLE II

PARTICIPATION AND MEMBERSHIP

Section 2.1 Eligibility Requirements

The Employer may elect as a requirement for eligibility to participate in the Plan (i) the completion of a service period equal to any number of months not to exceed 12 consecutive months, or (ii) the completion of a service period equal to one or two 12-consecutive-month periods, and/or (iii) if the Employer so elects, it may adopt a minimum age requirement from age 18 to age 21. Such election shall be made and reflected on the Adoption Agreement. Notwithstanding the foregoing, in the case of an Employer that adopts the 401(k) feature under Section 3.9, the eligibility requirements under such feature shall not exceed the period described in clause (i) above, and, at the election of the Employer, attainment of age 21 as described in clause (iii) above.

Notwithstanding the foregoing, the Employer may elect in the Adoption Agreement to establish as an eligibility requirement (as a minimum service requirement, minimum age requirement, or both) for Employer matching contributions, Employer basic contributions Employer supplemental contributions, and/or Employer Profit Sharing contributions (i) the completion of any number of months not to exceed 12 consecutive months, or (ii) the completion of one or two 12-consecutive-month periods, and/or (iii) if the Employer so elects, it may adopt a minimum age requirement from age 18 to age 21. Such election shall be made and reflected in the Adoption Agreement.

In implementing the eligibility service periods described above, (i) if an Employer designates in the Adoption Agreement an eligibility service crediting method based on the hours of service method, the satisfaction of the eligibility service requirement shall be dependent on the completion of a Year of Eligibility Service and (ii) if an Employer designates in the Adoption Agreement an eligibility service crediting method based on the elapsed time method, the satisfaction of the eligibility service requirement shall be dependent on the completion of the requisite Period of Service.

If a non-vested Member terminates employment without a vested interest in his Account derived from Employer contributions, Years of Employment (or, as applicable, Years of Service) before a period of consecutive Breaks in Service will not be taken into account for eligibility purposes if the number of consecutive Breaks in Service in such period equals or exceeds the greater of five or the aggregate number of Years of Employment (or, as applicable Years of Service) before such break. If a Member’s service is disregarded pursuant to this paragraph, such Member will be treated as a new Employee for eligibility purposes.

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An Employer may, at its option, subject to the provisions of the Plan, adopt different Plan features and provisions for different definable groups of Employees, including Employees acquired pursuant to a merger or acquisition. The Employer must demonstrate that the Plan continues to operate in compliance with the applicable provisions of the Code and IRS Regulations following the adoption of different Plan features for different definable groups of Employees.

Section 2.2 Exclusion of Certain Employees

To the extent provided in the Adoption Agreement, the following Employees may be excluded from participation in the Plan:

i. Employees not meeting the age and service requirements;

ii. Employees who are included in a unit of Employees covered by a collective bargaining agreement between the Employee representatives and one or more Employers if there is evidence that retirement benefits were the subject of good faith bargaining between such Employee representatives and such Employer(s). For this purpose, the term “Employee representative” does not include any organization where more than one-half of the membership is comprised of owners, officers and executives of the Employer;

iii. Employees who are non-resident aliens and who receive no earned income from the Employer which constitutes income from sources within the United States; and

iv. Acquired Employees as defined in Article 1 Section 1.2(b).

v. Employees who are not regular full time or part time Employees (Flex Staff Employees).

vi. Leased Employees within the meaning of Section 414(n)(2) of the Code.

vii Short Term Employees (i.e. Employees hired under a written agreement which precludes Membership in the Plan and provides for a specific period of Employment not to exceed one year).

viii Employees described in Section 2.4 or included in any other ineligible job classifications set forth in the Adoption Agreement.

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Section 2.3 Waiver of Eligibility Requirements

The Employer, at its election, may waive the eligibility requirement(s) for participation specified above for (i) all Employees, or (ii) all those employed on or up to 12 months after its Commencement Date under the Plan. Subject to the requirements of the Code, the eligibility waiting period shall be deemed to have been satisfied for an Employee who was previously a Member of the Plan.

All Employees whose Employment commences after the expiration date of the Employer’s waiver of the eligibility requirement(s), if any, shall be enrolled in the Plan in accordance with the eligibility requirement(s) specified in the Adoption Agreement.

Section 2.4 Exclusion of Non-Salaried Employees

The Employer, at its election, may exclude non-salaried (hourly paid) Employees from participation in the Plan, regardless of the number of Hours of Employment such Employees complete in any Plan Year. Notwithstanding the foregoing, for purposes of this Section and all purposes under the Plan, a non-salaried Employee that is hired following the adoption date of the Plan by the Employer, but prior to the adoption of this exclusion by the Employer, shall continue to be deemed to be an Employee and will continue to receive benefits on the same basis as a salaried Member, despite classification as a non-salaried Employee.

Section 2.5 Commencement of Participation

Every eligible Employee (other than non-salaried or such other Employees who, at the election of the Employer, are excluded from participation) shall commence participation in the Plan on the later of:

(1) The Employer’s Commencement Date, or

(2) The first day of the month or calendar quarter (as designated by the Employer in the Adoption Agreement) coinciding with or next following his satisfaction of the eligibility requirements as specified in the Adoption Agreement.

(3) The earlier of either the first day of the Plan Year or the first day of the seventh month of the Plan Year coincident with or next following the satisfaction of the eligibility requirements specified in the Adoption Agreement.

The date that participation commences shall be hereinafter referred to as the Enrollment Date. Notwithstanding the above, no Employee shall under any circumstances become a Member unless and until his enrollment application is filed with, and accepted by, the

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Plan Administrator. The Plan Administrator shall notify each Employee of his eligibility for membership in the Plan and shall furnish him with an enrollment application in order that he may elect to make or receive contributions on his behalf under Article III at the earliest possible date consonant with this Article.

If an Employee fails to complete the enrollment form furnished to him, the Plan Administrator shall do so on his behalf. In the event the Plan Administrator processes the enrollment form on behalf of the Employee, the Employee shall be deemed to have elected not to make any contributions and/or elective deferrals under the Plan, if applicable.

In the event a Member is no longer a member of an eligible class of employees and becomes ineligible to participate but has not incurred a break in service, such Employee will participate immediately upon returning to an eligible class of employees. If such Member incurs a break in service, eligibility will be determined under the break in service rules of the Plan.

In the event an Employee who is not a member of an eligible class of employees becomes a member of an eligible class, such Employee will participate immediately if such Employee has satisfied the minimum age and service requirements and would have otherwise previously become a Member.

Section 2.6 Termination of Participation

Membership under all features and provisions of the Plan shall terminate upon the earlier of (a) a Member’s termination of Employment and payment to him of his entire vested interest, or (b) his death.

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ARTICLE III

CONTRIBUTIONS

Section 3.1 Contributions by Members

If the Adoption Agreement so provides, each Member may elect to make non-deductible, after-tax contributions under the Plan, based on increments of 1% of his Salary, provided the amount thereof, when aggregated with the amount of any pre-tax effective deferrals, does not exceed the limit established by the Employer in the Adoption Agreement. All such after-tax contributions shall be separately accounted for, nonforfeitable and distributed with and in addition to any other benefit to which the Member is entitled hereunder. A Member may change his contribution rate as designated in the Adoption Agreement, but reduced or suspended contributions may not subsequently be made up.

Section 3.2 Elective Deferrals by Members

If the Adoption Agreement so provides, each Member may elect to make pre-tax elective deferrals (401(k) deferrals) under the Plan, based on increments of 1% of his Salary provided the amount thereof, when aggregated with the amount of any after-tax contributions, does not exceed the limit established by the Employer in the Adoption Agreement and in no event exceeds the limits of Code Sections 401(k), 402(g), 404 and 415, except to the extent Catch-up contributions are permitted under the Plan in accordance with Section 414(v) of the Code and Section 3.15 of the Plan. Alternatively, a Member may elect to contribute for a Plan Year a dollar amount which does not exceed the maximum amount permitted under this Section 3.2 or the limit established by the Employer in the Adoption Agreement for such Plan Year and a pro-rata portion shall be withheld from each payment of Salary to such Member for the balance of the Plan Year remaining after the election takes effect. All such 401(k) deferrals shall be separately accounted for, nonforfeitable and distributed under the terms and conditions described under Article VII with and in addition to any other benefit to which the Member is entitled hereunder. A Member may change his 401(k) deferral rate or suspend his 401(k) deferrals as designated in the Adoption Agreement, but reduced or suspended deferrals may not subsequently be made up.

Notwithstanding any other provision of the Plan, no Member may make 401(k) deferrals during any Plan Year in excess of $11,000 as adjusted for cost-of living under Section 402(g) of the Code. In the event that the aggregate amount of such 401(k) deferrals for a Member exceeds the limitation in the previous sentence, the amount of such excess, increased by any income and decreased by any losses attributable thereto, shall be refunded to such Member no later than the April 15 of the Plan Year following the Plan

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Year for which the 401(k) deferrals were made. If a Member also participates, in any Plan Year, in any other plans subject to the limitations set forth in Section 402(g) of the Code and has made excess 401(k) deferrals under this Plan when combined with the other plans subject to such limits, to the extent the Member, in writing designates to the TPA any 401(k) deferrals under this Plan as excess deferrals by no later than the March 1 of the Plan Year following the Plan Year for which the 401(k) deferrals were made, the amount of such designated excess, increased by any income and decreased by any losses attributable thereto, shall be refunded to the Member no later than the April 15 of the Plan Year following the Plan Year for which the 401(k) deferrals were made.

If so elected by the Employer in the Adoption Agreement, a Member may make a special election to defer a percentage of any bonuses received during the Plan Year subject to limits of Code Sections 401(k), 402(g), 404 and 415.

If so elected by the Employer in the Adoption Agreement, a Member may designate all or a portion of his or her elective deferrals to the Plan as Roth 401(k) contributions, in accordance with Code Sections 402A and 401(k) and the applicable regulations and guidance issued thereunder.

Section 3.3 Transfer of Funds and Rollover Contributions by Members

Each Member may elect to make, directly or indirectly, a rollover contribution to the Plan of amounts held on his behalf in (i) an employee benefit plan qualified under Section 401(a) or 403(a) of the Code, (ii) an individual retirement account or annuity as described in Section 408(d)(3) of the Code, (iii) an annuity contract described in Section 403(b) of the Code, excluding after-tax contributions, (iv) an eligible plan under Section 457(b) of the Code which is maintained by state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state. All such amounts shall be certified in form and substance satisfactory to the Plan Administrator by the Member as being all or part of an “eligible rollover distribution” or a “rollover contribution” within the meaning of Section 402(c)(4) or Section 408(d)(3), respectively, of the Code. Such rollover amounts, along with the earnings related thereto, will be accounted for separately from any other amounts in the Member’s Account. A Member shall have a nonforfeitable vested interest in all such rollover amounts.

The Employer may, at its option, permit Employees who have not satisfied the eligibility requirements designated in the Adoption Agreement to make a rollover contribution to the Plan.

The Trustee of the Plan may also accept a direct transfer of funds, which meets the requirements of Section 1.411(d)-4 of the IRS Regulations, from a plan which the Trustee

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reasonably believes to be qualified under Section 401(a) of the Code in which an Employee was, is, or will become, as the case may be, a participant. If the funds so directly transferred are transferred from a retirement plan subject to Code Section 401(a)(11), then such funds shall be accounted for separately and any subsequent distribution of those funds, and earnings thereon, shall be subject to the provisions of Section 7.3 which are applicable when an Employer elects to provide an annuity option under the Plan.

In the event the Employer transfers assets into the plan which are attributable to an Employee Stock Ownership Plan (“ESOP”), such assets shall be subject to the following.

1) Put Option – Unless ownership of virtually all stock of an Employer which meets the applicable requirements of Code Section 409(I) and ERISA Section 407(d)(5) (“Employer Stock”) is restricted to active Employees and qualified retirement plans for the benefit of Employees pursuant to the Employer’s certificates of incorporation or by-laws or where the ESOP is maintained by a subchapter S corporation, a terminated Member of the Beneficiary of a deceased Member may instruct the Plan Administrator to distribute the portion of the Member’s vested interest in his Account attributable to and transferred from an ESOP in the form of Employer Stock. Any Member who receives such Employer Stock, and any person who has received such Employer Stock from the Plan or from a Member by reason of the Member’s death or in competency, by reason of divorce or separation from the Member, or by reason of a rollover distribution described in Section 402 (c) of the Code, shall have the right to require the Employer which issued the Employer Stock to purchase the Employer Stock for its current fair market value (hereinafter referred to as the “put right”). The put right shall be exercisable by written notice to the Plan Administrator during the first 60 days after the Employer Stock attributable to the ESOP is distributed by the Plan, and, if not exercised in that period, during the first 60 days in the following Plan Year after the Plan Administrator has communicated to the Member its determination as to the Employer Stock’s current fair market value. If the put right is exercised, the Trustee may, if so directed by the Plan Administrator in its sole discretion, assume the Employer’s rights and obligations with respect to purchasing the Stock. However, the put right shall not apply to purchasing the Stock. However, the put right shall not apply to the extent that the Employer Stock, at the time the put right would otherwise be exercisable, is readily tradable on an established securities market (within the meaning of Code Section 409(h)(1)(B)).

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2) Valuation – If the valuation of the Employer Stock attributable to the ESOP is not established by reported trading on a generally recognized public market, the Plan Administrator shall have the exclusive authority and responsibility to determine the value of such Employer Stock. Such value shall be determined as of each Valuation Date and on any other date as of which the Trustee purchased or sells Employer Stock in a manner consistent with Section 4975 of the Code and the Treasury Regulations thereunder. The Plan Administrator shall use generally accepted methods of valuing stock of similar corporations for purposes of arm’s length business and investment transactions, and in this connection the Plan Administrator shall obtain, and to the fullest extent permitted by law shall be protected in relying upon, the valuation of Employer Stock as determined by an independent appraiser experienced in preparing valuation of similar businesses.

3) Diversification – The Plan Administrator shall provide for a procedure under which each Member may, during the first five years of a certain six-year period, elect to have up to 25 percent (determined on a cumulative basis) of the value of his Account attributable to the ESOP committed to alternative investment options under the Plan. For the sixth year in this period, the Member may elect to have up to 50 percent (determined on a cumulative basis) of the value of such Account committed to other investments. The six-year period shall begin with the Plan Year following the first Plan Year in which the Member has both reached age 55 and completed 10 years of membership in the Plan (including periods of participation in the related ESOP); a Member’s election to diversify such Account must be made within the 90-day period immediately following the last day of each of the six Plan Years. The Plan Administrator shall ensure that the Plan includes a sufficient number of investment options to comply with Section 401(a)(28)(B) of the Code.

4) Voting – The Trustee shall vote all Employer Stock attributable to the ESOP at such time and in such manner as the Plan Administrator shall direct. Notwithstanding the foregoing, if the Employer has a registration-type class of securities, each Member or Beneficiary shall be entitled to direct the Trustee as to the manner in which such Employer Stock which is entitled to vote is to be voted. If the Employer does not have a registration-type class of securities, each Member or Beneficiary shall be entitled to direct the Trustee as to the manner in which voting rights on shares of Employer Stock attributable to the ESOP are to be exercised with respect to the approval or disapproval of any corporate merger or consolidation, recapitalization,

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reclassification, liquidation, dissolution, sale of substantially all of the assets of a trade or business, or such similar transaction as prescribed by the Treasury Regulations.

For purposes of this paragraph, the term “registration-type class of securities” means: (i) a class of securities required to be registered under Section 12 of the Securities Exchange Act of 1934; and (ii) a class of securities which would be required to be so registered except for the exemption from registration provided in subsection (g)(2)(H) of such Section 12.

Notwithstanding any provision of the Plan to the contrary, the Employer may elect in the Adoption Agreement not to permit Rollover contributions to the Plan of either an “eligible rollover distribution” or a “rollover contribution” within the meaning of Section 402(c) (4) or Section 408(d) (3) of the Code, respectively.

Section 3.4 Employer Contributions - General

The Employer may elect to make regular or discretionary contributions under the Plan. Such Employer contributions may be in the form of (i) matching contributions, (ii) basic contributions, (iii) safe harbor CODA contributions and/or (iv) profit sharing contributions as designated by the Employer in the Adoption Agreement and/or (i) supplemental contributions and/or (ii) qualified nonelective contributions as permitted under the Plan. Each such contribution type shall be separately accounted for by the TPA.

Section 3.5 Employer Matching Contributions

The Employer may elect to make regular matching contributions under the Plan. Such matching contributions on behalf of any Member shall be conditioned upon the Member making after-tax contributions under Section 3.1 and/or 401(k) deferrals under Sections 3.2 and 3.9.

If so adopted, the Employer shall contribute under the Plan on behalf of each of its Members an amount equal to a percentage (as specified by the Employer in the Adoption Agreement) of the Member’s after-tax contributions and/or 401(k) deferrals not in excess of a maximum percentage as specified by the Employer in the Adoption Agreement (in increments of 1%) of his Salary. The percentage elected by the Employer shall be based on a formula not to exceed 200% or in accordance with one of the schedules of matching contribution formulas listed below, and must be uniformly applicable to all Members.

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	Years of Employment	Matching %
Formula Step 1	Less than 3	50	%
	At least 3 but less than 5	75	%
	5 or more	100	%
Formula Step 2	Less than 3	100	%
	At least 3 but less than 5	150	%
	5 or more	200	%

Section 3.6 Employer Basic Contributions

The Employer may elect to make regular basic contributions under the Plan. Such basic contributions on behalf of any Member shall not be conditioned upon the Member making after-tax contributions and/or 401(k) deferrals under this Article III. If so adopted, the Employer shall contribute to the Plan on behalf of each Member (as specified by the Employer in the Adoption Agreement) an amount equal to a percentage not to exceed 15% (as specified by the Employer in the Adoption Agreement) in increments of 1% of the Member’s Salary. The percentage elected by the Employer shall be uniformly applicable to all Members. The Employer may elect, if basic contributions are made on behalf of its Members on a monthly basis, to restrict the allocation of such basic contribution to those Members who were employed with the Employer on the last day of the month for which the basic contribution is made.

Section 3.7 Supplemental Contributions by Employer

An Employer may, at its option, make a supplemental contribution under Formula (1) or (2) below:

Formula (1) A uniform percentage (as specified by the Employer) of each Member’s contributions not in excess of a maximum percentage (if the Employer elects to impose such a maximum) of the Member’s Salary which were received by the Plan during the Plan Year with respect to which the supplemental contribution relates. If the Employer elects to make such a supplemental contribution, it shall be made on or before the last day of the second month in the Plan Year following the Plan Year described in the preceding sentence on behalf of all those Members who were employed with the Employer on the last working day of the Plan Year with respect to which the supplemental contribution relates.

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Formula (2) A uniform dollar amount per Member or a uniform percentage (limited to a specific dollar amount, if elected by the Employer) of each Member’s Salary for the Plan Year (or, at the election of the Employer, the Employer’s fiscal year) to which the supplemental contribution relates. If the Employer elects to make such a supplemental contribution, it shall be made within the time prescribed by law, including extensions of time, for filing of the Employer’s federal income tax return on behalf of all those Members who have completed 1,000 Hours of Service during the Plan Year (or fiscal year), were employed with the Employer on the last working day of the Plan Year (or the fiscal year), or retired, died or terminates employment due to a Disability during the Plan Year (or fiscal year) to which the supplemental contribution relates. The Employer may, at its option, elect to make a contribution under this paragraph to only those Members who’s Salary is less than an amount to be specified by the Employer to the extent that such Salary limit is less than the dollar amount under Section 414(q) of the Code for such year. The percentage contributed under this Formula (2) shall be limited in accordance with the Employer’s matching formula and basic contribution rate, if any, under this Article such that the sum of the Employer’s Formula (2) supplemental contribution plus all other Employer contributions under this Article shall not exceed 15% of Salary for such year.

Section 3.8 The Profit Sharing Feature

An Employer may, at its option, adopt the Profit Sharing Feature as described herein, subject to any other provisions of the Plan, where applicable. This Feature may be adopted either in lieu of, or in addition to, any other Plan Feature contained in this Article III. The Profit Sharing Feature is designed to provide the Employer a means by which to provide discretionary contributions on behalf of Employees eligible under the Plan.

If this Profit Sharing Feature is adopted, the Employer may contribute on behalf of each of its eligible Members, on an annual (or at the election of the Employer, quarterly) basis for any Plan Year or fiscal year of the Employer (as the Employer shall elect), a discretionary amount not to exceed the maximum amount allowable as a deduction to the Employer under the provisions of Section 404 of the Code, and further subject to the provisions of Article X.

Any such profit sharing contribution must be received by the Trustee within the time prescribed by law, including extensions of time, for filing of the Employer’s federal income tax return following the close of the Contribution Determination Period on behalf of all those Members who are entitled to an allocation of such profit sharing contribution

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as set forth in the Adoption Agreement. For purposes of making the allocations described in this paragraph, a Member who is on a Type 1 nonmilitary Leave of Absence (as defined in Sections 1.2(W) and 10.8(B)(1)) or a Type 4 military Leave of Absence (as defined in Sections 1.2(W) and 10.8(B)(4)) shall be treated as if he were a Member who was an Employee in Employment on the last day of such Contribution Determination Period.

Profit sharing contributions shall be allocated to each Member’s Account for the Contribution Determination Period at the election of the Employer, in accordance with one of the following options:

Profit Sharing Formula 1 –	In the same ratio as each Member’s Salary during such Contribution Determination Period bears to the total of such Salary of all Members.
Profit Sharing Formula 2 –	In the same ratio as each Member’s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s) bears to the total of such Salary of all Members.

The Employer may integrate the Profit Sharing Feature with Social Security in accordance with the following provision. The annual (or quarterly, if applicable) profit sharing contributions for any Contribution Determination Period (which period shall include, for the purposes of the following maximum integration levels provided hereunder where the Employer has elected quarterly allocations of contributions, the four quarters of a Plan Year or fiscal year) shall be allocated to each Member’s Account at the election of the Employer, in accordance with one of the following options:

Profit Sharing Formula 3 – In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary during the Contribution Determination Period (the “Base Contribution Percentage”), plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the Contribution Determination Period in excess of the Social Security Taxable Wage Base for such Contribution Determination Period (the “Excess Contribution Percentage”).

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Profit Sharing Formula 4 –	In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s), if any, up to the Base Contribution Percentage for such Contribution Determination Period, plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary in excess of the Social Security Taxable Wage Base for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s), equal to the Excess Contribution Percentage.
Profit Sharing Formula 5 –	In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary during the Contribution Determination Period (the “Base Contribution Percentage”), plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the Contribution Determination Period in excess of the Integration Level (as specified by the Employer in the Adoption Agreement).
Profit Sharing Formula 6 –	In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s), if any (the “Base Contribution Percentage”), plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s), if any, in excess of the Integration Level (as specified by the Employer in the Adoption Agreement).
Profit Sharing Formula 7 –	Subject to the overall permitted disparity limit, Profit Sharing contributions shall be allocated as follows:

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Step One:	If the plan is Top-Heavy (See Article X, Section 10.2), contributions will be allocated to each Member’s account in the ratio that each Member’s Salary bears to the total of all Members’ Salary, but not in excess of 3% of each Member’s Salary.
Step Two:	If the plan is Top-Heavy, any contributions remaining after the allocation in Step One will be allocated to each Member’s account in the ratio that each Member’s Salary for the Plan Year in excess of the Integration Level bears to the total excess Salary of all Members, but not in excess of 3% of each Member’s Salary in excess of the Integration Level.
Step Three:	Any contributions remaining after the allocation in Step Two will be allocated to each Member’s account in the ratio that the sum of each Member’s Salary and Salary in excess of the Integration Level bears to the sum of all Members’ Salary and Salary in excess of the Integration Level, but not in excess of the Profit Sharing Maximum Disparity Rate times the sum of the Member’s Salary and Salary in excess of the Integration Level.
Step Four:	Any remaining Employer contributions will be allocated to each Member’s account in the ratio that each Member’s Salary bears to the total of all Members’ Salary.
	For purposes of this Profit Sharing Formula 7, Annual Overall Permitted Disparity Limit shall mean, notwithstanding the preceding Step One through Step Four, for any Plan Year that the Plan benefits any Member who benefits under another qualified plan or simplified employee pension (as defined in

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Section 408(k) of the Code) maintained by the Employer that provides for permitted disparity (or imputes disparity), Employer contributions will be allocated to the account of each Member who is entitled to an allocation in the ratio that such Member’s total Salary bears to the total Salary of all Members. The Profit Sharing maximum disparity rate is 5.7%. If the Integration Level selected is equal to the Taxable Wage Base, the applicable percentage is 2.7% if the Plan is Top-Heavy and 5.7% if the Plan is not Top-Heavy. The Taxable Wage Base is the contribution and benefits base in effect under Section 230 of the Social Security Act in effect as of the beginning of the Plan Year.

The Excess Contribution Percentage described in Profit Sharing Formulas 3, 4, 5 and 6 above may not exceed the lesser of (i) the Base Contribution Percentage, or (ii) the greater of (1) 5.7% or (2) the percentage equal to the portion of the Code Section 3111(a) tax imposed on employers under the Federal Insurance Contributions Act (as in effect as of the beginning of the Plan Year) which is attributable to old-age insurance. For purposes of this subparagraph, “compensation” as defined in Section 414(s) of the Code shall be substituted for “Salary” in determining the Excess Contribution Percentage and the Base Contribution Percentage.

Notwithstanding any provision of the Plan to the contrary, for purposes of Profit Sharing Formulas 5 and 6, the Integration Level is the amount of Salary specified in the Adoption Agreement at or below which the rate of contributions or benefits (expressed in each case as a percentage of such Salary) provided under the Plan is less than the rate of contributions or benefits (expressed in each case as a percentage of such Salary) provided under the Plan with respect to Salary above such level. For purposes of Formula 5, the Adoption Agreement must specify an Integration Level in effect for the Plan Year for each Member. No Integration Level in effect for a particular year may exceed the contribution and benefit base (Taxable Wage Base) under Section 230 of Social Security Act (Section 3121(a)(1) of the Code) in effect for the first day of the Plan Year.

Notwithstanding the foregoing, the Employer may not adopt the Social Security integration options provided above if any other integrated defined contribution or defined benefit plan is maintained by the Employer during any Contribution Determination Period.

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Notwithstanding any provision of the Plan to the contrary, in order to receive an allocation of Employer Profit Sharing Contributions, the Employer may require, as provided in the Employer’s Adoption Agreement, that the Member complete 1,000 Hours of Employment during the Contribution Determination Period or retire, die or become totally and permanently disabled prior to the last day of the Contribution Determination Period.

Section 3.9 The 401(k) Feature

The Employer may, at its option, adopt the 401(k) Feature described hereunder and in Section 3.2 above for the exclusive purpose of permitting its Members to make 401(k) deferrals to the Plan.

The Employer may make, apart from any matching contributions it may elect to make, Employer qualified nonelective contributions as defined in Section 1.401(k)(6) of the Regulations. The amount of such contributions shall not exceed 50% of the Salary of all Members eligible to share in the allocation when combined with all Employer contributions (including 401(k) elective deferrals) to the Plan for such Plan Year. Allocation of such contributions shall be made, at the election of the Employer, to the accounts of (i) all Members, or (ii) only Members who are not Highly Compensated Employees. Allocation of such contributions shall be made, at the election of the Employer, in the ratio (i) which each eligible Member’s Salary for the Plan Year bears to the total Salary of all eligible Members for such Plan Year, or (ii) which each eligible Member’s Salary not in excess of a fixed dollar amount specified by the Employer for the Plan Year bears to the total Salary of all eligible Members taking into account Salary for each such Member not in excess of the specified dollar amount. Notwithstanding any provision of the Plan to the contrary, such contributions shall be subject to the same vesting requirements and distribution restrictions as Members’ 401(k) deferrals and shall not be conditioned on any election or contribution of the Member under the 401(k) feature. Any such contributions must be made on or before the last day of the second month after the Plan Year to which the contribution relates. Further, for purposes of the actual deferral percentage or actual contribution percentage tests described below, the Employer may apply (in accordance with applicable Regulations) all or any portion of the Employer qualified nonelective contributions for the Plan Year toward the satisfaction of the actual deferral percentage test. Any remaining Employer qualified nonelective contributions not utilized to satisfy the actual deferral percentage test may be applied (in accordance with applicable Regulations) to satisfy the actual contribution percentage test.

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Effective for Plan Years beginning after December 31, 1996, the actual deferral percentages for Highly Compensated Employees shall, in accordance with the Code and IRS Regulations, satisfy either (i) or (ii) as follows:

(i) Prior Year Testing:

Notwithstanding any other provision of this 401(k) Feature, the actual deferral percentage for a Plan Year for Members who are Highly Compensated Employees for such Plan Year and the prior year’s actual deferral percentage for Members who were Non-Highly Compensated Employees for the prior Plan Year must satisfy one of the following tests:

(a) the actual deferral percentage for a Plan Year for Members who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s actual deferral percentage of those Members who are not Highly Compensated Employees for the prior Plan Year multiplied by 1.25; or

(b) the actual deferral percentage for a Plan Year for Members who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s actual deferral percentage for Members who were Non-Highly Compensated Employees for the prior Plan Year multiplied by 2.0, provided that the actual deferral percentage for Members who are Highly Compensated Employees does not exceed the prior year’s actual deferral percentage for Members who were Non-Highly Compensated Employees in the prior Plan Year by more than 2 percentage points. This determination shall be made in accordance with the procedure described in Section 3.10 below.

For the first Plan Year that the Plan permits any Member to make elective deferrals and this is not a successor plan, for purposes of the foregoing tests, the prior year’s Non-Highly Compensated Employees’ actual deferral percentage shall be 3 percent unless the Employer has elected in the Adoption Agreement to use the current Plan Year’s actual deferral percentage for these Members. The Employer may elect in the Adoption Agreement to change from the Prior Year Testing method to the Current Year Testing method in accordance with the Code and IRS Regulations.

(i) Current Year Testing:

If elected by the Employer in the Adoption Agreement, the actual deferral percentage tests in (a) and (b) above, will be applied by comparing the current Plan Year’s actual deferral percentage for Members who are Highly Compensated Employees for such Plan Year with the current Plan Year’s actual deferral

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percentage for Members who are Non-Highly Compensated Employees for such year. Once made, this election can only be changed and the Prior Year Testing method applied if the Plan meets the requirements for changing to Prior Year Testing set forth in IRS Notice 98-1 (or superseding guidance).

A Member is a Highly Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Member is a Non-highly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for that Plan Year.

Section 3.10 Determining the Actual Deferral Percentages

For purposes of this 401(k) Feature, the actual deferral percentage for a Plan Year means, for a specified group of Members for a Plan Year, the average of the ratios (calculated separately for each Member in such group) of (a) the amount of 401(k) deferrals (including, as provided in Section 3.9, any Employer qualified nonelective contributions) made to the Member’s account for the Plan Year, to (b) the amount of the Member’s compensation (as defined in Section 414(s) of the Code) for the Plan Year or, alternatively, where specifically elected by the Employer, for only that part of the Plan Year during which the Member was eligible to participate in the Plan.

An Employee’s actual deferral percentage shall be zero if no 401(k) deferral (or, as provided in Section 3.9, Employer qualified nonelective contribution) is made by him or on his behalf for such applicable Plan Year. If the Plan and one or more other plans which include cash or deferred arrangements are considered as one plan for purposes of Sections 401(a)(4) and 410(b) of the Code, the cash or deferred arrangements included in such plans shall be treated as one arrangement for purposes of this 401(k) Feature.

The TPA shall determine as of the end of the Plan Year whether one of the actual deferral percentage tests specified in Section 3.9 above is satisfied for such Plan Year. This determination shall be made after first determining the treatment of excess deferrals within the meaning of Section 402(g) of the Code under Section 3.2 above. In the event that neither of such actual deferral percentage tests is satisfied, the TPA shall, to the extent permissible under the Code and the IRS Regulations, refund the excess contributions for the Plan Year in the following order of priority: by (i) refunding such amounts deferred by the Member which were not matched by his Employer (and any earnings and losses allocable thereto), and (ii) refunding amounts deferred for such Plan Year by the Member (and any earnings and losses allocable thereto), and, to the extent permitted under the Code and applicable IRS Regulations, forfeiting amounts contributed for such Plan Year by the Employer with respect to the Member’s 401(k) deferrals that are returned pursuant to this Paragraph (and any earnings and losses allocable thereto).

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The distribution of such excess contributions shall be made to Highly Compensated Employees to the extent practicable before the 15th day of the third month immediately following the Plan Year for which such excess contributions were made, but in no event later than the end of the Plan Year following such Plan Year or, in the case of the termination of the Plan in accordance with Article XI, no later than the end of the twelve-month period immediately following the date of such termination.

For purposes of this 401(k) Feature, “excess contributions” means, with respect to any Plan Year, the excess of the aggregate amount of 401(k) deferrals (and any other amounts contributed by the Employer that are taken into account in determining the actual deferral percentage of Highly Compensated Employees for such Plan Year) (collectively, “401(k) amounts”) made to the accounts of Highly Compensated Employees for such Plan Year, over the maximum amount of such deferrals that could be made by such Members without violating the requirements described above. The excess contributions to be distributed shall be determined by reducing 401(k) amounts made by or on behalf of Highly Compensated Employees beginning with the Highly Compensated Employee with the largest 401(k) amounts for the Plan Year until such amount is reduced to be equal to the Highly Compensated Employee with the next largest 401(k) amount. The procedure described in the preceding sentence shall be repeated until all excess contributions have been eliminated and, as applicable, refunded.

Where an Employer has elected, in the Adoption Agreement, to allow Member contributions, a Member may treat excess contributions allocated to him as an amount distributed to the Member and then contributed by the Member to the Plan. Recharacterized amounts will remain nonforfeitable. Amounts may not be recharacterized by a Highly Compensated Employee to the extent that such amount in combination with other Employee contributions made by that Employee would exceed any stated limit under the Plan on Employee contributions.

Recharacterization must occur no later than 22 months after the last day of the Plan Year in which such excess contributions arose and is deemed to occur no earlier than the date the last Highly Compensated Employee is informed in writing of the amount recharacterized and the consequences thereof. Recharacterized amounts will be taxable to the Member for the Member’s taxable year in which the Member would have received them in cash.

Section 3.11 Determining the Actual Contribution Percentages

Notwithstanding any other provision of this Section 3.11, effective for Plan Years beginning after December 31, 1996, the actual contribution percentage for the Plan Year

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for Highly Compensated Employees shall, in accordance with the Code and IRS Regulations, satisfy either (i) or (ii) as follows:

(i) Prior Year Testing

(a) the actual contribution percentage for a Plan Year for Members who are Highly Compensated Employees for the Plan Year shall not exceed the prior Plan Year’s actual contribution percentage for Members who were Non-Highly Compensated Employees for the prior Plan Year multiplied by 1.25, or

(b) the actual contribution percentage for Members who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s actual contribution percentage for Members who were Non-Highly Compensated Employees for the prior Plan Year multiplied by 2, provided that the actual contribution percentage for Members who are Highly Compensated Employees does not exceed the actual contribution percentage for Members who were Non-Highly Compensated Employees in the prior Plan Year by more than 2 percentage points.

For the first Plan Year this Plan permits any Member to make after-tax contributions pursuant to Section 3.1, provides for Employer matching contributions (pursuant to Section 3.5), or both, and this is not a successor plan, for purposes of the foregoing tests, the prior Plan Year’s Non-Highly Compensated Employees’ actual contribution percentage shall be 3 percent unless the Employer has elected in the Adoption Agreement to use the current Plan Year’s actual contribution percentage for these Members.

(ii) Current Year Testing

If elected by the Employer in the Adoption Agreement, the actual contribution percentage tests in (a) and (b), above, will be applied by comparing the current Plan Year’s actual contribution percentage for Members who are Highly Compensated Employees for such Plan Year with the current Plan Year’s actual contribution percentage for Members who are Non-Highly Compensated Employees for such year. Once made, this election can only be changed and the Prior Year Testing method applied if the Plan meets the requirements for changing to Prior Year Testing set forth in IRS Notice 98-1 (or superseding guidance).

For purposes of this Article III, the “actual contribution percentage for a Plan Year means for a specified group of Employees, the average of the ratios (calculated separately for each Employee in such group) of (A) the sum of (i) Member after-tax

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contributions credited to his Account for the Plan Year, (ii) Employer matching contributions and/or supplemental contributions under Formula 1 credited to his Account as described in this Article for the Plan Year, and (iii) in accordance with and to the extent permitted by the IRS Regulations, 401(k) deferrals (and, as provided in Section 3.9, any Employer qualified nonelective contributions) credited to his Account, to (B) the amount of the Member’s compensation (as defined in Section 414(s) of the Code) for the Plan Year or, alternatively, where specifically elected by the Employer, for only that part of the Plan Year during which the Member was eligible to participate in the Plan. An Employee’s actual contribution percentage shall be zero if no such contributions are made by him or on his behalf for such Plan Year.

The TPA shall determine as of the end of the Plan Year whether one of the actual contribution percentage tests specified above is satisfied for such Plan Year. This determination shall be made after first determining the treatment of excess deferrals within the meaning of Section 402(g) of the Code under Section 3.2 above and then determining the treatment of excess contributions under Section 3.10 above. In the event that neither of the actual contribution percentage tests is satisfied, the TPA shall (i) refund the excess aggregate contributions to the extent attributable to Member after-tax contributions and vested matching contributions for which the underlying Member after-tax contributions or 401(k) deferrals are not subject to correction under the actual deferral percentage or actual contribution percentage tests for such year (and any income related thereto) and (ii) forfeit the excess aggregate contributions to the extent attributable to non-vested Employer matching contributions and vested Employer matching contributions for which the underlying Member after-tax contributions or 401(k) deferrals are subject to correction under the actual deferral percentage or actual contribution percentage tests for such year (and any income related thereto), in the manner described below.

For purposes of this Article III, “excess aggregate contributions” means, with respect to any Plan Year and with respect to any Member, the excess of the aggregate amount of contributions (and any earnings and losses allocable thereto) made as (i) Member after-tax contributions credited to his Account for the Plan Year, (ii) Employer matching contributions and/or supplemental contributions under Formula 1 credited to his Account as described in this Article for the Plan Year, and (iii) in accordance with and to the extent permitted by the IRS Regulations, 401(k) deferrals (and, as provided in Section 3.9, any Employer qualified nonelective contributions) credited to his Account (if the Plan Administrator elects to take into account such deferrals and contributions when calculating the actual contribution percentage) of Highly Compensated Employees for such Plan Year, over the maximum amount of such contributions that could be made as Employer contributions, Member contributions and 401(k) deferrals of such Members without violating the requirements of any Subparagraph of this Section 3.11.

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To the extent excess aggregate contributions must be refunded or forfeited for a Plan Year, such excess amounts will be refunded (or, as applicable, forfeited) first to the Highly Compensated Employees with the largest Contribution Percentage Amounts (as defined below) taken into account in calculating the actual contribution percentage test for the year the excess arose and continuing in descending order until all the excess aggregate contributions are refunded (or, as applicable, forfeited). For purposes for the preceding sentence, the “largest amount” is determined after distribution of any excess aggregate contributions. For purposes of this paragraph, “Contribution Percentage Amounts” means the sum of Member after-tax contributions, Employer matching contributions, Employer supplemental contributions under Formula (1), and qualified matching contributions ( to the extent not taken into account for purposes of the actual deferral percentage test) made under the Plan on behalf of the Member for the Plan Year. However, such Contribution Percentage Amounts shall not include Employer matching contributions that are forfeited either to correct excess aggregate contributions or because the contributions to which they relate are excess deferrals, excess contributions or excess aggregate contributions.

The refund or forfeiture of such excess aggregate contributions shall be made with respect to such Highly Compensated Employees to the extent practicable before the 15th day of the third month immediately following the Plan Year for which such excess aggregate contributions were made, but in no event later than the end of the Plan Year following such Plan Year or, in the case of the termination of the Plan in accordance with Article XI, no later than the end of the twelve-month period immediately following the date of such termination.

For purposes of this Section, the contribution percentage (which shall mean the ratio of the Member’s Contribution Percentage Amounts to the Member’s compensation for the Plan Year) for any Member who is a Highly Compensated Employee and who is eligible to have Contribution Percentage Amounts allocated to his account under two or more plans described in Section 401(a) of the Code, or arrangements described in Section 401(k) of the Code that are maintained by the Employer, shall be determined as if the total of such Contribution Percentage Amounts was made under each plan. If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under regulations under Section 401(m) of the Code.

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In the event that this plan satisfies the requirements of Sections 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Sections of the Code only if aggregated with this Plan, then this Section shall be applied by determining the actual contribution percentage of employees as if all such plans were a single plan. Any adjustments to the Non-highly Compensated Employee actual contribution percentage for the prior year will be made in accordance with IRS Notice 98-1 and any superseding guidance, unless the Employer has elected in the Adoption Agreement to use the Current Year Testing method. Plans may be aggregated in order to satisfy Section 401(m) of the Code only if they have the same Plan Year and use the same actual contribution percentage testing method.

For purposes of the actual contribution percentage test, Employee contributions are considered to have been made in the Plan Year in which contributed to the trust. Matching contributions and qualified nonelective contributions will be considered made for a Plan Year if made no later than the end of the 12-month period beginning on the day after the close of the Plan Year.

The Employer shall maintain records sufficient to demonstrate satisfaction of the actual contribution percentage test and the amount of qualified nonelective contributions used in such test.

A Member is a Highly Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Member is a Non-highly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for that Plan Year.

Section 3.12 Remittance of Contributions

The contributions of both the Employer and the Plan Members shall be recorded by the Employer and remitted to the TPA for transmittal to the Trustee or custodian or directly to the Trustee or custodian so that (i) in the case of Employer contributions the Trustee or custodian shall be in receipt thereof by the 15th day of the month next following the 1month in respect of which such contributions are payable and (ii) in the case of Member

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after-tax contributions and 401(k) deferrals, the Trustee or custodian shall be in receipt thereof by the 15^th business day of the month following the month in which the Member contributions are received by the Employer or the 15^th business day of the month following the month in which such amount would otherwise have been payable to the Member in cash. Such amounts shall be used to provide additional Units pursuant to Article V.

Section 3.13 Safe Harbor CODA

If the Employer has elected the safe harbor CODA option in the Adoption Agreement, the provisions of this Section 3.13 shall apply for the Plan Year and any provisions relating to the actual deferral percentage test described in ‘401(k)(3) of the Code or the actual contribution percentage test described in ‘401(m)(2) of the Code do not apply. To the extent that any other provision of the Plan is inconsistent with the provisions of this Section and in accordance with Section 401(k)(12) of the Code and Treasury Regulations thereunder, the provisions of this Section govern.

(A) Actual Deferral Percentage Test Safe Harbor

(1) Unless the Employer elects in the Adoption Agreement to make Enhanced Matching Contributions (as provided in the Adoption Agreement) or safe harbor nonelective contributions, the Employer will contribute monthly or on another periodic basis for the Plan Year a safe harbor matching contribution to the Plan on behalf of each eligible Employee equal to (i) 100 percent of the amount of the Employee’s 401(k) deferrals that do not exceed 3 percent of the Employee’s Salary for the Plan Year, plus (ii) 50 percent of the amount of the Employee’s 401(k) deferrals that exceed 3 percent of the Employee’s Salary but that do not exceed 5 percent of the Employee’s Salary (“Basic Matching Contributions”).

(2) The Member’s benefit derived from ADP Test Safe Harbor Contributions is nonforfeitable and may not be distributed earlier than separation from service, death, disability, an event described in §401(k)(10) of the Code, or the attainment of age 59 ¹/2. In addition, such contributions must satisfy the ADP Test Safe Harbor without regard to permitted disparity under §401(l) of the Code.

(3) At least 30 days, but not more than 90 days, before the beginning of the Plan Year, the Employer will provide each Eligible Employee a comprehensive notice of the Employee’s rights and obligations under the Plan, written in a manner calculated to be understood by the average Eligible Employee. If an Employee becomes eligible after the 90^th day before the beginning of the Plan

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Year and does not receive the notice for that reason, the notice must be provided no more than 90 days before the Employee becomes eligible but not later than the date the Employee becomes eligible.

(4) In addition to any other election periods provided under the Plan, each Eligible Employee may make or modify a deferral election during the 30-day period immediately following receipt of the notice described above.

Section 3.14 Catch-Up Contributions

The Employer may elect, in its Adoption Agreement, to provide catch-up contributions whereby all Members who are eligible to make elective deferrals under this Plan and who have attained age 50 before the close of the Plan Year will be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Internal Revenue Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

The Employer may elect in the Adoption Agreement not to make an allocation of employer matching contributions on such catch-up contributions. However, in the absence of such an election, employer matching contributions shall be made with respect to catch-up contributions.

For purposes of this Section 3.14, matching contributions shall be those employer contributions which are allocated to a Member’s account pursuant to Section 3.5 and/or Section 3.7 (Formula 1).

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ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

Section 4.1 Investment by Trustee or Custodian

All contributions to the Plan shall, upon receipt by the TPA, be delivered to the Trustee or custodian to be held in the Trust Fund and invested and distributed by the Trustee or custodian in accordance with the provisions of the Plan and Trust Agreement. The Trust Fund shall consist of one or more of the Investment Funds or other applicable investment vehicles designated by the Employer in the Adoption Agreement.

With the exception of an investment fund whose assets consist of all or substantially all of Employer Stock (“Employer Stock Fund”) or, if applicable, the Certificate of Deposit Fund, the Trustee may in its discretion invest any amounts held by it in any Investment Fund in any commingled or group trust fund described in Section 401(a) of the Code and exempt under Section 501(a) of the Code or in any common trust fund exempt under Section 584 of the Code, provided that such trust fund satisfies any requirements of the Plan applicable to such Investment Funds. To the extent that the Investment Funds are at any time invested in any commingled, group or common trust fund, the declaration of trust or other instrument pertaining to such fund and any amendments thereto are hereby adopted as part of the Plan.

The Employer will designate which of the Investment Funds or other applicable investment vehicles will be made available to Members and the terms and conditions under which such Funds will operate with respect to employee direction of allocations to and among such designated Funds and the types of contributions and/or deferrals eligible for investment therein.

To the extent made available under the Plan, the Employer may elect to allow Members to direct the investment of their Accounts, pursuant to, and in accordance with, such rules and procedures as may be prescribed by the Employer or the Plan Sponsor, to a self-directed brokerage account. Where an Employer elects to provide a self-directed brokerage account under the Plan, the Trustee may invest amounts held by it in a self-directed brokerage account maintained by Charles Schwab & Co., Inc. (or any other entity which provides a self-directed brokerage account) on behalf of Plan Members who elect to utilize such investment vehicle.

Notwithstanding any provision of the Plan to the contrary, the Employer may elect to provide a non-employer sponsored Certificate of Deposit Fund as an investment vehicle.

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Section 4.2 Member Directed Investments

To the extent permitted by the Employer as set forth in the Adoption Agreement, each Member shall direct in writing that his contributions and deferrals, if any, and the contributions made by the Employer on his behalf shall be invested (a) entirely in any one of the investment vehicles made available by the Employer, or (b) among the available investment vehicles in any combination of multiples of 1% or a specified dollar amount. If a Member has made any Rollover contributions in accordance with Article III, Section 3.3, such Member may elect to apply separate investment directions to such rollover amounts. Any such investment direction shall be followed by the TPA until changed. Subject to the provisions of the following paragraphs of this Section, as designated in the Adoption Agreement, a Member may change his investment direction as to future contributions and also as to the value of his accumulated Units in each of the available investments by filing written notice with the TPA. Such directed change(s) will become effective upon the Valuation Date coinciding with or next following the date which his notice was received by the TPA or as soon as administratively practicable thereafter. If the Adoption Agreement provides for Member directed investments, and if a Member does not make a written designation of an Investment Fund or Funds, or other investment vehicle, the Employer or its designee shall direct the Trustee to invest all amounts held or received on account of the Member in the Investment Fund which in the opinion of the Employer best protects principal.

Except as otherwise provided below, a Member may not direct a transfer from the Stable Value Fund to the Government Money Market Fund or the Certificate of Deposit Fund. A Member may direct a transfer from any other investment vehicle to the Government Money Market Fund or the Certificate of Deposit Fund provided that amounts previously transferred from the Stable Value Fund to such investment vehicle remain in such vehicle for a period of three months prior to being transferred to the Government Money Market Fund or the Certificate of Deposit Fund.

Section 4.3 Employer Securities

If the Employer so elects, the Employer and/or Members may direct that contributions will be invested in Employer Stock (within the meaning of Section 407(d)(5) of ERISA) through the Employer Stock Fund.

Notwithstanding any provision of the Plan to the contrary, the Employer may elect to value the Employer Stock Fund utilizing a share accounting methodology.

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Section 4.4 Life Insurance

If the Employer so elects and in accordance with applicable law (including Code Section 401(a) and the regulations and rulings thereunder), the Employer and/or Members may direct that contributions be used to pay premiums on life insurance contracts for the Member, the life of any person in whom the Member has an insurable interest or on the joint lives of a Member and any person in whom the Member has an insurable interest. The Employer shall establish a policy for obtaining Life Insurance under the Plan.

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ARTICLE V

MEMBERS’ ACCOUNTS, UNITS AND VALUATION

The TPA shall establish and maintain an Account for each Member showing his interests in the available Investment Funds or other applicable investments, as designated by the Employer in the Adoption Agreement. The interest in each Investment Fund shall be represented by Units.

As of each Valuation Date, the value of a Unit in each Investment Fund shall be determined by dividing (a) the sum of the net assets at market value determined by the Trustee by (b) the total number of outstanding Units.

The number of additional Units to be credited to a Member’s interest in each available Investment Fund, as of any Valuation Date, shall be determined by dividing (a) that portion of the aggregate contributions and/or deferrals by and on behalf of the Member which was directed to be invested in such Investment Fund and received by the Trustee by (b) the Unit value of such Investment Fund.

The value of a Member’s Account may be determined as of any Valuation Date by multiplying the number of Units to his credit in each available Investment Fund by that Investment Fund’s Unit value on such date and aggregating the results. If, and to the extent, a Member’s Account is invested pursuant to a self-directed brokerage account, the investments held in that account shall be valued by the brokerage firm maintaining such account in accordance with such procedures as may be determined by such brokerage firm.

A Member is treated as benefiting under the plan for any plan year during which the Member received or is deemed to receive an allocation in accordance with Section 1.410 (b)-3(a) of the Code.

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ARTICLE VI

VESTING OF ACCOUNTS

Section 6.1 Vesting of Member Contributions, 401(k) Deferrals, Qualified Nonelective Contributions, and Rollover Contributions

All Units credited to a Member’s Account based on after-tax contributions and/or 401(k) deferrals made by the Member and any earnings related thereto (including any rollover contributions allocated to a Member’s Account under the Plan and any earnings thereon) and, as provided in Section 3.9, Employer qualified nonelective contributions made on behalf of such Member shall be immediately and fully vested at all times.

Section 6.2 Vesting of Employer Contributions

Except as provided in Section 6.1, the Employer may, at its option, elect one of the available vesting schedules described herein for each of the employer contribution types applicable under the Plan as designated in the Adoption Agreement.

Schedule 1:	All applicable Employer contributions (and related earnings) shall be immediately and fully vested. If the eligibility requirement(s) selected by the Employer under the Plan require(s) that an Employee complete a service period which is longer than 12 consecutive months, this vesting Schedule 1 shall be automatically applicable.
Schedule 2:	All applicable Employer contributions (and related earnings) shall vest in accordance with the schedule set forth below:

Completed Years of Employment	Vested Percentage
Less than 2	0%
2 but less than 3	20%
3 but less than 4	40%
4 but less than 5	60%
5 but less than 6	80%
6 or more	100%

Schedule 3: All applicable Employer contributions (and related earnings) shall vest in accordance with the schedule set forth below:

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Completed Years of Employment	Vested Percentage
Less than 5	0%
5 or more	100%

Schedule 4: All applicable Employer contributions (and related earnings) shall vest in accordance with the schedule set forth below:

Completed Years of Employment	Vested Percentage
Less than 3	0%
3 or more	100%

Schedule 5: All applicable Employer contributions (and related earnings) shall vest in accordance with the schedule set forth below:

Completed Years of Employment	Vested Percentage
Less than 1	0%
1 but less than 2	25%
2 but less than 3	50%
3 but less than 4	75%
4 or more	100%

Schedule 6: All applicable Employer contributions (and related earnings) shall vest in accordance with the schedule set forth below:

Completed Years of Employment	Vested Percentage
Less than 3	0%
3 but less than 4	20%
4 but less than 5	40%
5 but less than 6	60%
6 but less than 7	80%
7 or more	100%

Schedule 7: All applicable Employer contributions (and related earnings) shall vest in accordance with the schedule set forth in the Adoption Agreement prescribed by the Employer in accordance with applicable law.

Notwithstanding the vesting schedules above, a Member’s interest in his Account shall become 100% vested in the event that (i) the Member dies while in service with the Employer and the TPA has received notification of death, (ii) the Member has been approved for Disability, pursuant to the provisions of Article VII, and the TPA has received notification of Disability, or (iii) the Member has attained Normal Retirement Age while in service with the Employer.

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Except as otherwise provided hereunder, in the event that the Employer adopts the Plan as a successor plan to another defined contribution plan qualified under Sections 401(a) and 501(a) of the Code, or in the event that the Employer changes or amends a vesting schedule adopted under this Article (or if the Plan is deemed amended by an automatic change to or from a top-heavy vesting schedule), any Member who was covered under such predecessor plan or, the pre-amendment vesting schedule under the Plan, and has completed at least 3 Years of Employment (or, as applicable, 3 years of service) may elect to have the nonforfeitable percentage of the portion of his Account which is subject to such vesting schedule computed under such predecessor plan’s vesting provisions, or computed without regard to such change or amendment under the Plan (a “Vesting Election”). Any Vesting Election shall be made by notifying the TPA in writing within the election period hereinafter described. The election period shall begin on the date such amendment is adopted or the date such change is effective, or the date the Plan, which serves as a successor plan, is adopted or effective, as the case may be, and shall end no earlier than the latest of the following dates: (i) the date which is 60 days after the day such amendment is adopted; (ii) the date which is 60 days after the day such amendment or change becomes effective; (iii) the date which is 60 days after the day the Member is given written notice of such amendment or change by the TPA; (iv) the date which is 60 days after the day the Plan is adopted by the Employer or becomes effective; or (v) the date which is 60 days after the day the Member is given written notice that the Plan has been designated as a successor plan. Any such election, once made, shall be irrevocable.

To the extent permitted under the Code and Regulations, the Employer may, at its option, elect to treat all Members who are eligible to make a Vesting Election as having made such Vesting Election if the vesting schedule resulting from such an election is more favorable than the Vesting Schedule that would apply pursuant to the Plan amendment. Furthermore, subject to the requirements of the applicable Regulations, the Employer may elect to treat all Members, who were employed by the Employer on or before the effective date of the change or amendment, as subject to the prior vesting schedule, provided such prior schedule is more favorable.

In the event that an Employer elects, in its Adoption Agreement, to use the hour of service method for determining vesting service, Years of Service shall be substituted for Years of Employment for all purposes under this Article VI.

No amendment to the Plan shall be effective to the extent that it has the effect of decreasing a Member’s accrued benefit. Notwithstanding the preceding sentence, a

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Member’s account balance may be reduced to the extent permitted under Section 412(c)(8) of the Code. For purposes of this paragraph, a plan amendment which has the effect of decreasing a Member’s account balance, with respect to benefits attributable to service before the amendment shall be treated as reducing an accrued benefit. Furthermore, if the vesting schedule of a plan is amended, in the case of an Employee who is a Member as of the later of the date such amendment is adopted or the date it becomes effective, the nonforfeitable percentage (determined as of such date) of such Employee’s employer-derived accrued benefit will not be less than the percentage computed under the Plan without regard to such amendment.

No amendment to the Plan shall be effective to eliminate or restrict an optional form of benefit. The preceding sentence shall not apply to a plan amendment that eliminates or restricts the ability of a Member to receive payment of his account balance under a particular optional form of benefit if the Member has not already begun to receive benefits in such optional form and the Plan satisfies the following condition:

The Plan provides a single-sum distribution form that is otherwise identical to the optional form of benefit eliminated or restricted. For purposes of this condition (1), a single-sum distribution form is otherwise identical only if it is identical in all respects to the eliminated or restricted optional form of benefit (or would be identical except that it provides greater rights to the Member) except with respect to the timing of payments after commencement.

Section 6.3 Forfeitures

If a Member who was partially vested in his Account on the date of his termination of Employment returns to Employment, his Years of Employment (or, as applicable, years of service) prior to the Break(s) in Service shall be included in determining future vesting and, if he returns before incurring 5 consecutive one year Breaks in Service, any amounts forfeited from his Account shall be restored to his Account provided, however, that if such a Member has received a distribution pursuant to Article VII, his nonvested Account shall not be restored unless he repays to the Plan the full amount distributed to him before the earlier of (i) 5 years after the first date on which the Member is subsequently reemployed by the Employer, or (ii) the close of the first period of 5 consecutive one-year Breaks in Service commencing after the withdrawal. The amount restored to the Member’s Account will be valued on the Valuation Date coinciding with or next following the later of (i) the date the Employee is rehired, or (ii) the date a new enrollment application is received by the TPA. If a Member terminates Employment without any vested interest in his Account, he shall (i) immediately be deemed to have received a total distribution of his Account and (ii) thereupon forfeit his entire Account; provided that if such Member returns to Employment before the number of consecutive one-year Breaks in Service equals or exceeds the greater of (i) 5, or (ii) the aggregate number of

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the Member’s Years Employment (or, as applicable, Years of Service) prior to such Break in Service, his Account shall be restored in the same manner as if such Member had been partially vested at the time of his termination of Employment and had his nonvested Account restored upon a return to employment, and his Years of Employment (or, as applicable, Years of Service) prior to incurring the first Break in Service shall be included in any subsequent determination of his vesting service.

Forfeited amounts, as described in the preceding paragraph, shall be made available to the Employer, through a transfer from the Member’s Account to the Employer Credit Account, upon: (1) if the Member had a vested interest in his Account at his termination of Employment, the earlier of (i) the date as of which the Member receives a distribution of his entire vested interest in his Account or (ii) the date upon which the Member incurs 5 consecutive one-year Breaks in Service, or (2) the date of the Member’s termination of Employment, if the Member then has no vested interest in his Account. Once so transferred, such amounts shall be used at the option of the Employer to (i) offset any contributions to be made by the Employer for that Contribution Determination Period or (ii) be allocated to all eligible Members deemed to be employed as of the last day of the Contribution Determination Period. The Employer Credit Account, referenced in this Subparagraph, shall be maintained to receive, in addition to the forfeitures described above, (i) contributions in excess of the limitations contained in Section 415 of the Code, (ii) Employer contributions made in advance of the date allocable to Members, if any, and (iii) amounts, if any, forfeited pursuant to Sections 3.10 and 3.11.

No forfeitures will occur solely as a result of an Employee’s withdrawal of employee contributions under Article VII of the Plan.

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ARTICLE VII

WITHDRAWALS AND DISTRIBUTIONS

Section 7.1 General Provisions

The Employer will define in the Adoption Agreement the terms and conditions under which withdrawals and distributions will be permitted under the Plan. All payments in respect of a Member’s Account shall be made in cash from the Trust Fund and in accordance with the provisions of this Article or Article XI except that if the Adoption Agreement so provides, a Member may elect to have his Account, to the extent then invested in the Employer Stock Fund, distributed in the form of Employer Stock in accordance with the provisions of this Article or Article XI. The amount of payment will be determined in accordance with the vested value of the Member’s Account on the Valuation Date coinciding with or next following the date proper notice is filed with the TPA, unless following such Valuation Date a decrease in the value of the Member’s investment in any of the available Investment Funds or other Account investments occurs prior to the date the Member’s Account is paid in which case that part of the payment which is based on such investments shall equal the value of such investments determined as of the date of payment which date shall occur as soon as administratively practicable on or following the Valuation Date such proper notice is filed with the TPA. If units are redeemed to make a payment of benefits, the redemption date Unit value with respect to a Member’s investment in any of the available Investment Funds shall equal the value of a Unit in such Investment Fund, as determined in accordance with the valuation method applicable to Unit investments in such Investment Fund on the date the Member’s investment is redeemed.

Except where otherwise specified, payments provided under this Article will be made in a lump sum as soon as practicable after such Valuation Date or date of redemption, as may be applicable, subject to any applicable restriction on redemption imposed on amounts invested in any of the available Investment Funds.

Any partial withdrawal shall be deemed to come (to the extent available for withdrawal):

• First from the Member’s after-tax contributions made prior to January 1, 1987.

• Next from the Member’s after-tax contributions made after December 31, 1986 plus earnings on all of the Member’s after-tax contributions.

• Next from the Member’s rollover contributions plus earnings thereon

• Next from the Employer matching contributions plus earnings thereon.

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• Next from the Employer supplemental contributions plus earnings thereon.

• Next from the Employer basic contributions plus earnings thereon.

• Next from the Employer safe harbor CODA contributions plus earnings thereon.

• Next from the Member’s 401(k) deferrals plus earnings thereon.

• Next from the Employer qualified nonelective contributions plus earnings thereon.

• Next from the Employer profit sharing contributions plus earnings thereon.

Section 7.2 Withdrawals While Employed

The Employer may, at its option, permit Members to make withdrawals from one or more of the portions of their Accounts while employed by the Employer, as designated in the Adoption Agreement, under the terms and provisions described herein.

Voluntary Withdrawals - To the extent permitted by the Employer as specified in the Adoption Agreement, a Member may voluntarily withdraw some or all of his Account (other than his 401(k) deferrals and Employer qualified nonelective contributions treated as 401(k) deferrals except as hereinafter permitted) while in Employment by filing a notice of withdrawal with the TPA; provided, however, that in the event his Employer has elected to provide annuity options under Section 7.3 and the Member elects an annuity form of payment, no withdrawals may be made from a married Member’s Account without the written consent of such Member’s Spouse (which consent shall be subject to the procedures set forth in Section 7.3). Only one in-service withdrawal may be made in any Plan Year from each of the rollover amount of the Member’s Account and the remainder of the Member’s Account. This restriction shall not, however, apply to a withdrawal under this Section in conjunction with a hardship withdrawal.

Notwithstanding the foregoing paragraph, a Member may not withdraw any matching, basic, supplemental, profit sharing or, solely in the case of the events described in clause (iii) or (iv), qualified nonelective contributions made by the Employer under Article III unless (i) the Member has completed 60 months of participation in the Plan; (ii) the withdrawal occurs at least 24 months after such contributions were made by the Employer; (iii) the Employer terminates the Plan without establishing a qualified successor plan; or (iv) the Member dies, is disabled, retires, attains age 59 ¹/2 or has a severance from employment. For purposes of the preceding requirements, if the Member’s Account includes amounts which have been transferred from a defined contribution plan established prior to the adoption of the Plan by the Employer, the period of time during which amounts were held on behalf of such Member and the periods of participation of such Member under such defined contribution plan shall be taken into account.

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Effective as of January 1, 1997, if an Employer does not permit Members to make withdrawals from their Account while employed and a Member has attained age 702 prior to terminating employment with his Employer, such Member may withdraw some or all of his Account under the terms and provisions of this Section 7.2.

If an Employer, in the Adoption Agreement, permits Members to withdraw 401(k) deferrals and qualified non-elective contributions (and the income allocable to each) while employed by the Employer, such deferrals or contributions are not distributable earlier than upon severance from employment, death, disability, attainment of age 592 or hardship. Such amounts may also be distributed, in accordance with Section 401(k)(2)(B)(i)(II) of the Code and the IRS Regulations thereunder, upon termination of the Plan without the establishment of another defined contribution plan other than an employee stock ownership plan (as defined in Section 4975(e)(7) or Section 409 of the Code) or a simplified employee pension plan (defined in Code Section 408(k) or a SIMPLE IRA plan (defined in Code Section 408(p)).

Hardship Withdrawals - If designated by the Employer in the Adoption Agreement, a Member may make a withdrawal of his 401(k) deferrals, Employer qualified nonelective contributions which are treated as elective deferrals, and any earnings credited thereto prior to January 1, 1989, prior to attaining age 59 ¹/2, provided that the withdrawal is solely on account of an immediate and heavy financial need and is necessary to satisfy such financial need. For the purposes of this Article, the term “immediate and heavy financial need shall be limited to the need of funds for (i) the payment of medical expenses (described in Section 213(d) of the Code) incurred by the Member, the Member’s Spouse, or any of the Member’s dependents (as defined in Section 152 of the Code), (ii) the payment of tuition and room and board for the next 12 months of post-secondary education of the Member, the Member’s Spouse, the Member’s children, or any of the Member’s dependents (as defined in Section 152 of the Code), (iii) the purchase (excluding mortgage payments) of a principal residence for the Member, or (iv) the prevention of eviction of the Member from his principal residence or the prevention of foreclosure on the mortgage of the Member’s principal residence. For purposes of this Article, a distribution generally may be treated as “necessary to satisfy a financial need” if the Plan Administrator reasonably relies upon the Member’s written representation that the need cannot be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by reasonable liquidation of the Member’s available assets, to the extent such liquidation would not itself cause an immediate and heavy financial need, (iii) by cessation of Member contributions and/or deferrals pursuant to Article III of the Plan, to the extent such contributions and/or deferrals are permitted by the Employer, or (iv) by other distributions or nontaxable (at the time of the loan) loans from plans maintained by

49

the Employer or by any other employer, or by borrowing from commercial sources on reasonable commercial terms. The amount of any withdrawal pursuant to this Article shall not exceed the amount required to meet the demonstrated financial hardship, including any amounts necessary to pay any federal income taxes and penalties reasonably anticipated to result from the distribution as certified to the Plan Administrator by the Member.

Notwithstanding the foregoing, no amounts may be withdrawn on account of hardship pursuant to this Article prior to a Member’s withdrawal of his other available Plan assets without regard to any other withdrawal restrictions adopted by the Employer.

In the event of a Hardship withdrawal, the Employer may elect in the Adoption Agreement to suspend all contributions to the plan on behalf of such Member for a period of time that is at least 6 months but does not exceed 12 months.

Notwithstanding anything contrary in the Plan, if elected by the Employer in the Adoption Agreement, Members who resided in or worked in one of the counties or parishes of Louisiana, Mississippi, Alabama, Florida or Texas designated as eligible for individual relief in the Katrina Emergency Tax Relief Act of 2005 (KETRA) or in the Gulf Opportunity Zone Act of 2005 (GOZA) will be deemed to have an immediate and heavy financial need as will any Member who applies for a withdrawal to help a spouse, son, daughter, parent, grandparent or a dependent who lived or worked in such areas. The maximum amount available for a Member to withdraw for this purpose will be $100,000 in the aggregate and no Member can qualify with respect to more than one hurricane. This relief shall expire on December 31, 2006.

If any Member receives a distribution from the Plan pursuant to the preceding paragraph and he or she repays the withdrawal amount within the three (3)-year period following the date of withdrawal, then the Member will be treated as having received the withdrawal amount in an eligible rollover distribution as defined in Code Section 402(c)(4) and as having transferred the repayment to the Plan in a direct trustee to trustee transfer within 60 days of the distribution, as provided under Section 101(c)(2) of KETRA and Section 201 of GOZA.

Section 7.3 Distributions Upon Termination of Employment

In accordance with the provisions for distributions designated by the Employer in the Adoption Agreement, a Member who terminates Employment with the Employer may request a distribution of his Account at any time thereafter up to attainment of age 70 ¹/2. Except as otherwise provided by the Employer in the Adoption Agreement, a Member may withdraw all or a portion of his Account at any time after termination of employment and any amounts paid under this Article may not be returned to the Plan.

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Any distribution made under this Section 7.3 requires that a Request for Distribution be filed with the TPA. If a Member does not file such a Request, the value of his Account will be paid to him as soon as practicable after his attainment of age 70 ¹/2, but in no event shall payment commence later than April 1 of the calendar year following the later of the calendar year in which the Member attains age 70 ¹/2 or terminates employment unless otherwise provided by law.

Lump Sum Payments - A Member may request a distribution of all or a part of his Account no more frequently than once per calendar year by filing the proper Request for Distribution with the TPA. In the event the Employer has elected to provide an annuity option under the Plan, no distributions may be made from a married Member’s Account without the written consent of such married Member’s spouse (which consent shall be subject to the procedures set forth below).

Installment Payments - To the extent designated by the Employer in the Adoption Agreement and in lieu of any lump sum payment of his total Account, a Member who has terminated his Employment may elect in his Request for Distribution to be paid in installments (no less frequently than annually), provided that a Member shall not be permitted to elect an installment period in excess of his remaining life expectancy (or the joint life expectancy of the Member and his designated Beneficiary) and if a Member attempts such an election, the TPA shall deem him to have elected the installment period with the next lowest multiple within the Member’s remaining life expectancy. For purposes of installment payments under this Section 7.3, the Member’s life expectancy (or the joint life expectancy of the Member and his designated Beneficiary) shall not be recalculated. The amount of each installment will be equal to the value of the total Units in the Member’s Account, multiplied by a fraction, the numerator of which is one and the denominator of which is the number of remaining installments including the one then being paid, so that at the end of the installment period so elected, the total Account will be liquidated. The value of the Units will be determined in accordance with the Unit values on the Valuation Date on or next following the TPA’s receipt of his Request for Distribution and on each anniversary thereafter subject to applicable Regulations under Code Section 401(a)(9). Payment will be made as soon as practicable after each such Valuation Date, but in no event shall payment commence later than April 1 of the calendar year following the calendar year in which the Member attains age 70 ¹/2 subject to the procedure for making such distributions described below. The election of installments hereunder may not be subsequently changed by the Member, except that upon written notice to the TPA, the Member may withdraw the balance of the Units in his Account in a lump sum at any time, notwithstanding the fact that the Member previously received a distribution in the same calendar year.

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Annuity Payments - The Employer may, at its option, elect to provide an annuity option under the Plan. For the purpose of amended and restated plans only, if prior to the amendment and restatement the normal form of benefit payment upon termination of employment or separation from service is an annuity, the Employer must continue to offer such annuity as the normal form of benefit payment upon termination of Employment or severance from employment, subject to this Section 7.3. To the extent so designated by the Employer in the Adoption Agreement and in lieu of any lump sum payment of his total Account, a Member who has terminated his Employment may elect in his Request for Distribution to have the value of his total Account be paid as an annuity secured for the Member by the Plan Administrator through a individual annuity contract purchased by the Plan. In the event the Employer elects to provide the annuity option under the Plan and a Member elects an annuity form of payment, the following provisions shall apply:

Unmarried Members - Any unmarried Member who has terminated his Employment may elect, in lieu of any other available payment option, to receive a benefit payable by purchase of a single premium contract providing for (i) a single life annuity for the life of the Member or (ii) an annuity for the life of the Member and, if the Member dies leaving a designated Beneficiary, a 50% survivor annuity for the life of such designated Beneficiary.

Married Members - Except as otherwise provided below, (i) any married Member who has terminated his Employment shall receive a benefit payable by purchase of a single premium contract providing for a Qualified Joint and Survivor Annuity, as defined below, and (ii) the Surviving Spouse of any married Member who dies prior to the date payment of his benefit commences shall be entitled to a Preretirement Survivor Annuity, as defined below. Notwithstanding the foregoing, any such married Member may elect to receive his benefit in any other available form, and may waive the Preretirement Survivor Annuity, in accordance with the spousal consent requirements described herein.

For purposes of this Section 7.3, the term Qualified Joint and Survivor Annuity means a benefit providing an annuity for the life of the Member, ending with the payment due on the last day of the month coinciding with or preceding the date of his death, and, if the Member dies leaving a Surviving Spouse, a survivor annuity for the life of such Surviving Spouse equal to one-half of the annuity payable for the life of the Member under his Qualified Joint and Survivor Annuity, commencing on the last day of the month following the date of the Member’s death and ending with the payment due on the first day of the month coinciding with or preceding the date of such Surviving Spouse’s death.

For purposes of this Section 7.3, the term “Preretirement Survivor Annuity” means a benefit providing for payment of 50% of the Member’s Account balance as of the Valuation Date coinciding with or preceding the date of his death. Payment of a

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Preretirement Survivor Annuity shall commence in the month following the month in which the Member dies or as soon as practicable thereafter; provided, however, that to the extent required by law, if the value of the amount used to purchase a Preretirement Survivor Annuity exceeds $3,500, then payment of the Preretirement Survivor Annuity shall not commence prior to the date the Member reached (or would have reached, had he lived) Normal Retirement Age without the written consent of the Member’s Surviving Spouse. Absence of any required consent will result in a deferral of payment of the Preretirement Survivor Annuity to the month following the month in which occurs the earlier of (i) the date the required consent is received by the TPA or (ii) the date the Member would have reached Normal Retirement Age had he lived.

The TPA shall furnish or cause to be furnished, to each married Member with an Account subject to this Section 7.3, explanations of the Qualified Joint and Survivor Annuity and Preretirement Survivor Annuity. A Member may, with the written consent of his Spouse (unless the TPA makes a written determination in accordance with the Code and the Regulations that no such consent is required), elect in writing (i) to receive his benefit in a single lump sum payment within the 90-day period ending on the date payment of his benefit commences; and (ii) to waive the Preretirement Survivor Annuity within the period beginning on the first day of the Plan Year in which the Member attains age 35 and ending on the date of his death. Any election made pursuant to this Subparagraph may be revoked by a Member, without spousal consent, at any time within which such election could have been made. Such an election or revocation must be made in accordance with procedures developed by the TPA and shall be notarized.

Notwithstanding anything to the contrary, effective for Plan Years beginning after December 31, 1996, the 90-day period in which a Member may, with the written consent of his Spouse, elect in writing to receive his benefit in a single lump sum shall not end before the 30^th day after the date on which explanations of the Qualified Joint and Survivor Annuity and Preretirement Survivor Annuity are provided. A Member may elect (with any applicable spousal consent) to waive any requirement that the written explanation be provided at least 30 days before the annuity starting date (or to waive the 30-day requirement under the preceding sentence) if the distribution commences more than seven days after such explanation is provided.

Notwithstanding the preceding provisions of this Section 7.3, any benefit of $500, subject to the limits of Article X, or less, shall be paid in cash in a lump sum in full settlement of the Plan’s liability therefore; provided, however, that in the case of a married Member, no such lump sum payment shall be made after benefits have commenced without the consent of the Member and his Spouse or, if the Member has died, the Member’s Surviving Spouse. Furthermore, if the value of the benefit payable to a Member or his Surviving Spouse is greater than $500 and the Member has or had

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not reached his Normal Retirement Age, then to the extent required by law, unless the Member (and, if the Member is married and his benefit is to be paid in a form other than a Qualified Joint and Survivor Annuity, his Spouse, or, if the Member was married, his Surviving Spouse) consents in writing to an immediate distribution of such benefit, his benefit shall continue to be held in the Trust until a date following the earlier of (i) the date of the TPA’s receipt of all required consents or (ii) the date the Member reaches his earliest possible Normal Retirement Age under the Plan (or would have reached such date had he lived), and thereafter shall be paid in accordance with this Section 7.3.

Solely to the extent required under applicable law and regulations, and notwithstanding any provisions of the Plan to the contrary that would otherwise limit a Distributee’s election under this Subparagraph, a Distributee may elect, at the time and in the manner prescribed by the TPA, to have any portion of an Eligible Rollover Distribution that is equal to at least $500 paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. If an eligible rollover distribution is less than $500, a Distributee may not make the election described in the preceding sentence to rollover a portion of the eligible rollover distribution. For purposes of this Subparagraph, the following terms shall have the following meanings:

Eligible Rollover Distribution - Any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; any hardship distribution,; and the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any other distribution that is reasonably expected to total less than $200 during a year.

A portion of the distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

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Eligible Retirement Plan - An eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the Distributee’s Eligible Rollover Distribution. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former souse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.

If any portion of an eligible rollover distribution is attributable to payments or distributions from a designated Roth account (as defined in Code §402A), an eligible retirement plan with respect to such portion shall include only another designated Roth account of the individual, or a Roth IRA of such individual.

Distributee - A Distributee may be (i) an Employee, (ii) a former Employee, (iii) an Employee’s Surviving Spouse, (iv) a former Employee’s Surviving Spouse, (v) an Employee’s Spouse or former Spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, or (vi) a former Employee’s Spouse or former Spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, with respect to the interest of the Spouse or former Spouse.

Direct Rollover - A payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

Section 7.4 Distribution Upon Severance From Employment

Effective for distributions occurring on or after January 1, 2002, a Member may receive their elective contributions on account of such Member’s severance from Employment. However, such distribution shall be subject to all other provisions of the Plan regarding distributions, other than such provisions that require a separation from service before such amounts may be distributed.

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Section 7.5 Distributions Due to Disability

A Member who is separated from Employment by reason of a disability which is expected to last in excess of 12 consecutive months and who is either (i) eligible for, or is receiving, disability insurance benefits under the Federal Social Security Act or (ii) approved for disability under the provisions of any other benefit program or policy maintained by the Employer, which policy or program is applied on a uniform and nondiscriminatory basis to all Employees of the Employer, shall be deemed to be disabled for all purposes under the Plan.

The Plan Administrator shall determine whether a Member is disabled in accordance with the terms of the immediately preceding paragraph; provided, however, approval of Disability is conditioned upon notice to the Plan Administrator of such Member’s Disability within 13 months of the Member’s separation from Employment. The notice of Disability shall include a certification that the Member meets one or more of the criteria listed above.

Upon determination of Disability, a Member may withdraw his total Account balance under the Plan and have such amounts paid to him in accordance with the applicable provisions of this Article VII, as designated by the Employer. If a disabled Member becomes reemployed subsequent to withdrawal of some or all of his Account balance, such Member may not repay to the Plan any such withdrawn amounts.

Section 7.6 Distributions Due to Death

Subject to the provisions of Section 7.3 above, if a married Member dies, his Spouse, as Beneficiary, will receive a death benefit equal to the value of the Member’s Account determined on the Valuation Date on or next following the TPA’s receipt of notice that such Member died; provided, however, that if such Member’s Spouse had consented in writing to the designation of a different Beneficiary, the Member’s Account will be paid to such designated Beneficiary. Such nonspousal designation may be revoked by the Member without spousal consent at any time prior to the Member’s death. If a Member is not married at the time of his death, his Account will be paid to his designated Beneficiary.

A Member may elect that upon his death, his Beneficiary, pursuant to this Section 7.5, may receive, in lieu of any lump sum payment, payment in 5 annual installments (10 if the Spouse is the Beneficiary, provided that the Spouse’s remaining life expectancy is at least 10 years) whereby the value of 1/5th of such Member’s Units (or 1/10th in the case of a spousal Beneficiary, provided that the Spouse’s remaining life expectancy is at least 10 years) in each available Investment Fund will be determined in accordance with

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the Unit values on the Valuation Date on or next following the TPA’s receipt of notice of the Member’s death and on each anniversary of such Valuation Date. Payment will be made as soon as practicable after each Valuation Date until the Member’s Account is exhausted. Such election may be filed at any time with the Plan Administrator prior to the Member’s death and may not be changed or revoked after such Member’s death. If such an election is not in effect at the time of the Member’s death, his Beneficiary (including any spousal Beneficiary) may elect to receive distributions in accordance with this Article, except that any balance remaining in the deceased Member’s Account must be distributed on or before the December 31 of the calendar year which contains the 5th anniversary (the 10th anniversary in the case of a spousal Beneficiary, provided that the Spouse’s remaining life expectancy is at least 10 years) of the Member’s death. Notwithstanding the foregoing, payment of a Member’s Account shall commence not later than the December 31 of the calendar year immediately following the calendar year in which the Member died or, in the event such Beneficiary is the Member’s Surviving Spouse, on or before the December 31 of the calendar year in which such Member would have attained age 702, if later (or, in either case, on any later date prescribed by the IRS Regulations). If, upon the Spouse’s or Beneficiary’s death, there is still a balance in the Account, the value of the remaining Units will be paid in a lump sum to such Spouse’s or Beneficiary’s estate.

Section 7.7 Minimum Required Distributions

Effective as of January 1, 1997 through December 31, 2002, payment of a Member’s Account shall not commence later than April 1 of the calendar year following the later of (i) the calendar year in which the Member attains age 70 ¹/2 or (ii) the calendar year in which the Member retires; provided however, if the Member is a 5 percent owner (as described in Section 416(i) of the Code), at any time during the Plan Year ending with or within the calendar year in which the Employee attains age 70 ¹/2, any benefit payable to such Member shall commence no later than April 1 of the calendar year following the calendar year in which the Member attains age 70 ¹/2.

A) Subject to Section 7.3, joint and survivor annuity requirements, the requirements of this Section shall apply to any distribution of a Member’s interest and will take precedence over any inconsistent provisions of this Plan. Unless otherwise specified, the provisions of this Section 7.6 apply to calendar years beginning after December 31, 1984.

All distributions required under this Section 7.6 shall be determined and made in accordance with the proposed regulations under Section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the proposed regulations.

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The entire interest of a Member must be distributed or begin to be distributed no later than the Member’s required beginning date.

B) As of the first distribution calendar year, distributions, if not made in a single-sum, may only be made over one of the following periods (or a combination thereof):

(1) the life of the Member,

(2) the life of the Member and a designated beneficiary,

(3) a period certain not extending beyond the life expectancy of the Member, or

(4) a period certain not extending beyond the joint and last survivor expectancy of the Member and a designated beneficiary.

C) If the Member’s interest is to be distributed in other than a single sum, the following minimum distribution rules shall apply on or after the required beginning date:

(1) If a Member’s benefit is to be distributed over (a) a period not extending beyond the life expectancy of the Member or the joint life and last survivor expectancy of the Member and the Member’s designated beneficiary or (b) a period not extending beyond the life expectancy of the designated beneficiary, the amount required to be distributed for each calendar year, beginning with distributions for the first distribution calendar year, must at least equal the quotient obtained by dividing the Member’s benefit by the applicable life expectancy.

(2) For calendar years beginning before January 1, 1989, if the Member’s spouse is not the designated beneficiary, the method of distribution selected must assure that at least 50% of the present value of the amount available for distribution is paid within the life expectancy of the Member.

(3) For calendar years beginning after December 31, 1988, the amount to be distributed each year, beginning with distributions for the first distribution calendar year shall not be less than the quotient obtained by dividing the Member’s benefit by the lesser of (a) the applicable life expectancy or (b) if the Member’s spouse is not the designated beneficiary, the applicable divisor determined from the table set forth in Q&A-4 of Section 1.401(a)(9)-2 of the proposed regulations. Distributions after the death of the Member shall be distributed using the applicable life expectancy in paragraph (1) above as the relevant divisor without regard to Proposed Regulations Section 1.401(a)(9)-2.

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(4) The minimum distribution required for the Member’s first distribution calendar year must be made on or before the Member’s required beginning date. The minimum distribution for other calendar years, including the minimum distribution for the distribution calendar year in which the employee’s required beginning date occurs, must be made on or before December 31 of that distribution calendar year.

If the Member’s benefit is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Section 401(a)(9) of the Code and the proposed regulations thereunder.

D) Distributions beginning before death. If the Member dies after distribution of his interest has begun, the remaining portion of such interest will continue to be distributed at least as rapidly as under the method of distribution being used prior to the Member’s death.

E) Distributions beginning after death. 1) If the Member dies before distribution of his or her interest begins, distribution of the Member’s entire interest shall be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death except to the extent that an election is made to receive distributions in accordance with (a) or (b) below:

(a) if any portion of the Member’s interest is payable to a designated beneficiary, distributions may be made over the life or over a period certain not greater than the life expectancy of the designated beneficiary commencing on or before December 31 of the calendar year immediately following the calendar year in which the Member died;

(b) if the designated beneficiary is the Member’s surviving spouse, the date distributions are required to begin in accordance with (a) above shall not be earlier than the later of (i) December 31 of the calendar year immediately following the calendar year in which the Member died and (ii) December 31 of the calendar year in which the Member would have attained age 702.

2) If the Member has not made an election pursuant to this Section 7.6 by the time of his death, the Member’s designated beneficiary must elect the method of distribution no later than the earlier of (i) December 31, of the calendar year in which distributions would be required to begin under this Section, or (ii) December

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31 of the calendar year which contains the fifth anniversary of the date of death of the Member. If the Member has no designated beneficiary, or if the designated beneficiary does not elect a method of distribution, distribution of the Member’s entire interest must be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

F) For purposes of paragraph (E) above, if the surviving spouse dies after the Member, but before payments to such spouse begin, the provisions of paragraph (E), with the exception of paragraph (E)(1)(b) therein, shall be applied as if the surviving spouse were the Member.

G) For the purposes of paragraphs (D) and (E), distribution of a Member’s interest is considered to begin on the Member’s required beginning date (or, if paragraph (F) above is applicable, the date distribution is required to begin to the surviving spouse pursuant to paragraph (E) above). If distribution in the form of an annuity irrevocably commences to the Member before the required beginning date, the date distribution is considered to begin is the date distribution actually commences.

H) Applicable life expectancy. The life expectancy (or joint and last survivor expectancy) calculated using the attained age of the Member (or designated beneficiary as of the Member’s (or designated beneficiary’s) birthday in the applicable calendar year reduced by one for each calendar year which has elapsed since the date life expectancy was first calculated. If life expectancy is being recalculated, the applicable life expectancy shall be the life expectancy as so recalculated. The applicable calendar year shall be the first distribution calendar year, and if life expectancy is being recalculated such succeeding calendar year.

I) Designated beneficiary. The individual who is designated as the beneficiary under the Plan in accordance with Section 401(a)(9) of the Code and the proposed regulations thereunder.

J) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Member’s required beginning date. For distributions beginning after the Member’s death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to paragraphs (D), (E), (F) and (G) above.

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K) Life expectancy. Life expectancy and joint and last survivor expectancy are computed by use of the expected return multiples in Tables V and VI of Section 1.72-9 of the Income Tax Regulations.

Unless otherwise elected by the Member (or spouse, in the case of distributions described in paragraph (E)(1)(b) above) by the time distributions are required to begin, life expectancies shall be recalculated annually. Such election shall be irrevocable as to the Member (or spouse) and shall apply to all subsequent years. The life expectancy of a nonspouse beneficiary may not be recalculated.

(L) Member’s benefit.

(1) The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date.

(2) Exception for second distribution calendar year. For purposes of paragraph (1) above, if any portion of the minimum distribution for the first distribution calendar year is made in the second distribution calendar year on or before the required beginning date, the amount of the minimum distribution made in the second distribution calendar year shall be treated as if it had been made in the immediately preceding distribution calendar year.

Section 7.8 Minimum Required Distributions (Beginning on November 1, 2002)

A) General Rules

(1) Effective Date. The provisions of this Section 7.8 will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

(2) Precedence. The requirements of this Section will take precedence over any inconsistent provisions of the Plan.

(3) Requirements of Treasury Regulations Incorporated. All distributions required under this Section 7.8 will be determined and made in accordance with Treasury Regulations under Section 401(a)(9) of the Code, and the minimum distribution incidental death benefit requirement of Section 401(a)(9)(G) of the Code.

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(4) Limits on Distribution Periods. As of the first distribution calendar year, distributions to a Member, if not made in a single sum, may only be made over one of the following periods:

(a) the life of the Member

(b) the joint lives of the Member and a designated beneficiary

(c) a period certain not extending beyond the life expectancy of the Member, or

(d) a period certain not extending beyond the joint life and last survivor expectancy of the Member and a designated beneficiary.

B) Time and Manner of Distribution

(1) Required Beginning Date. The Member’s entire interest will be distributed, or begin to be distributed, to the Member no later than the Member’s required beginning date.

(2) Death of Member Before Distributions Begin. If the Member dies before distributions begin, the Member’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(a) If the Member’s surviving spouse is the Member’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70 ¹/2, if later.

(b) If the Member’s surviving spouse is not the Member’s sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

(c) If there is no designated beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(d) If the Member’s surviving spouse is the Member’s sole designated beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin, this paragraph (B)(2), other than paragraph (B)(2)(a), will apply as if the surviving spouse were the Member.

For purposes of this paragraph (B)(2) and paragraph (D) below, unless paragraph (B)(2)(d)

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applies, distributions are considered to begin on the Member’s Required Beginning Date. If paragraph (B)(2)(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under paragraph (B)(2)(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving spouse before the date distributions are required to begin to the surviving spouse under paragraph (B)(2)(a)), the date distributions are considered to begin is the date distributions actually commence.

(3) Forms of Distributions. Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with paragraphs (C) and (D) of this Section 7.8. If the Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations.

C) Required Minimum Distributions During Member’s Lifetime.

(1) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Member’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(a) the quotient obtained by dividing the Member’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Member’s age as of the Member’s birthday in the distribution calendar year; or

(b) if the Member’s sole designated beneficiary for the distribution calendar year is the Member’s spouse, the quotient obtained by dividing the Member’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s and the spouse’s attained ages as of the Member’s and spouse’s birthdays in the distribution calendar year.

(2) Lifetime Required Minimum Distributions Continue Through Year of Member’s Death. Required minimum distributions will be determined under this paragraph (C) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Member’s date of death.

D) Required Minimum Distributions After Member’s Death.

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(1) Death On or After Date Distributions Begin.

(a) Member Survived by Designated Beneficiary. If the Member dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Member’s death is the quotient obtained by dividing the Member’s account balance by the longer of the remaining life expectancy of the Member or the remaining life expectancy of the Member’s designated beneficiary, determined as follows:

(1) The Member’s remaining life expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(2) If the Member’s surviving spouse is the Member’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Member’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(3) If the Member’s surviving spouse is not the Member’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.

(b) No Designated Beneficiary. If the Member dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Member’s death is the quotient obtained by dividing the Member’s account balance by the Member’s remaining life expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(2) Death Before Date Distributions Begin.

(a) Member Survived by Designated Beneficiary. If the Member dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Member’s death is the quotient obtained by dividing the Member’s account balance by the remaining life expectancy of the Member’s designated beneficiary, determined as provided in paragraph (D) (1).

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(b) No Designated Beneficiary. If the Member dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under paragraph (B)(2)(a), this paragraph (D)(2) will apply as if the surviving spouse were the Member.

E) Election to Allow Members or Beneficiaries to Elect 5-Year Rule.

Members or beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in paragraphs (B)(2) and (D)(2) applies to distributions after the death of a Member who has a designated beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under paragraph (B)(2) or by September 30 of the calendar year which contains the fifth anniversary of the Member’s (or, if applicable, surviving spouse’s) death. If neither the Member nor beneficiary makes an election under this paragraph, distributions will be made in accordance with paragraphs (B)(2) and (D)(2) and, if applicable, the elections in paragraph (B) above.

Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule to Elect Life Expectancy Distributions.

A designated beneficiary who is receiving payments under the 5-year rule may make a new election to receive payments under the life expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the life expectancy rule for all distribution calendar years before 2004 are distributed by the earlier of December 31, 2003 or the end of the 5-year period.

F) Definitions

(1) Designated beneficiary. The individual who is designated as the beneficiary under the terms of the Plan and is the designated beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

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(2) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under paragraph (B)(2). The required minimum distribution for the Member’s first distribution calendar year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

(3) Life expectancy. Life expectancy is the life expectancy as computed by the use of the Single Life Table in Section 1.401(a)(9)-9 Q&A-1, of the Treasury Regulations.

(4) Member’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of the dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(5) Required Beginning Date. One of the following, as selected by the Employer in the Adoption Agreement:

(a) The required beginning date of a Member is April 1^st of the calendar year after the calendar year in which s/he attains age 70 ¹/2.

(b) The required beginning date of a Member is April 1 of the calendar year following the calendar year in which the Member attains age 70 ¹/2, except that benefit distributions to a Member (other than a 5-percent (5%) owner) with respect to benefits accrued after the later of the adoption or effective date of an amendment to the Plan that implements the changes to the required beginning date of this paragraph must commence by April 1 of the calendar year in which the participant attains age 70 ¹/2 or the calendar year in which the Member retires.

(c) The required beginning date of a Member is April 1 of the calendar year following the later of the calendar year in which the Member attains age 70 ¹/2 or

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the calendar year in which the Member retires, except that the benefit distributions to a 5% owner must commence by April 1 of the calendar year following the calendar year in which the participant attains age 70 ¹/2.

(6) 5-percent owner. A Member is treated as a 5-percent owner for purposes of this section 11A, if such Member is a 5-percent owner as defined in Section 416 of the Code at any time during the Plan year ending with or within the calendar year in which such owner attains age 70 ¹/2.

Once distributions have begun to a 5-percent owner under this Section 11A they must continue to be distributed, even if the Member ceases to be a 5-percent owner in a subsequent year.

(7) TEFRA Section 242(b)(2) Elections.

Nothwithstanding the other requirements of this Section distribution on behalf of any Employee, including a 5-percent owner, who has made a designation under Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (a “Section 242(b)(2) election”) may be made in accordance with all of the following requirements (regardless of when such distribution commences):

(a) The distribution by the Plan is one which would not have disqualified such Plan under Section 401(a)(9) of the Internal Revenue Code as in effect prior to amendment by the Deficit Reduction Act of 1984.

(b) The distribution is in accordance with a method of distribution designated by the Employee whose interest in the Plan is being distributed or, if the Employee is deceased, by a Beneficiary of such Employee.

(c) Such designation was in writing, was signed by the Employee or the Beneficiary, and was made before January 1, 1984.

(d) The Employee had accrued a benefit under the Plan as of December 31, 1983.

(e) The method of distribution designated by the Employee or the Beneficiary specifies the time at which distribution will commence, the period over which distributions will be made, and in the case of any distribution upon the Employee’s death, the Beneficiaries of the Employee listed in order of priority.

(8) A designation upon death will not be covered by this transitional rule unless the information in the designation contains the required information described above with respect to the distributions to be made upon the death of the Employee.

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(9) For any distribution which commences before January 1, 1984, but continues after December 31, 1983, the Employee, or the Beneficiary, to whom such distribution is being made, will be presumed to have designated the method of distribution under which the distribution is being made if the method of distribution was specified in writing and the distribution satisfies the requirements in Sections 7(a) and 7(c).

(10) If a designation is revoked, any subsequent distribution must satisfy the requirements of Section 401(a)(9) of the Code and the regulations thereunder. If a designation is revoked subsequent to the date distributions are required to begin, the Plan must distribute by the end of the calendar year following the calendar year in which the revocation occurs the total amount not yet distributed which would have been required to have been distributed to satisfy Section 401(a)(9) of the Code and the regulations thereunder, but for the Section 242(b)(2) election. For calendar years beginning after December 31, 1988, such distributions must meet the minimum distribution incidental benefit requirements. Any changes in the designation will be considered to be a revocation of the designation. However, the mere substitution or addition of another Beneficiary (one not named in the designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution or addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for example, by altering the relevant measuring life).

(11) In the case in which an amount is transferred or rolled over from one Plan to another Plan, the rules in Treasury Regulations 1.401(a)(9)-8, Q&A-14 and Q&A-15, shall apply.

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ARTICLE VIII

LOAN PROGRAM

Section 8.1 General Provisions

An Employer may, at its option, make available the loan program described herein for any Member (and, if applicable under Section 8.8 of this Article, any Beneficiary), subject to applicable law (including but not limited to Code Section 72(p) and the Regulations thereunder). The Employer shall so designate its adoption of the loan program and the terms and provisions of its operation in the Adoption Agreement. There shall be a reasonable origination fee and/or an annual administration fee assessed to the Member’s Account for each loan made to a Member or Beneficiary. In the event that amounts are transferred to the Plan from a retirement plan subject to Section 401(a)(11) of the Code, no loans may be made from a married Member’s Account without the written consent of such Member’s Spouse (in accordance with the spousal consent rules set forth under Section 7.3). In the event the Employer elects to permit loans to be made from rollover contributions and earnings thereon, as designated in the Adoption Agreement, loans shall be available from the Accounts of any Employees of the Employer who have not yet become Members. Only one loan may be made to a Member in the Plan Year, except that if an Employer provides in the Adoption Agreement to make loans available from Employee rollover contributions and the earnings thereon, a Member will be permitted to request a second loan in the Plan Year to the extent of Employee rollover contributions and earnings thereon subject to any other limitations provided under this Article.

The Employer may elect, in the Adoption Agreement, to make the loan program available only in the event of hardship or financial necessity. Hardship or financial necessity is defined as a significant health expense or a loss of income due to illness or disability incurred by a Member, or the death of a Member or an immediate family member of a Member. Hardship or financial necessary also includes the purchase of a Member’s principal place of residence as well as paying for a college education (including graduate studies) for either a Member or a Member’s dependents.

The Employer may also elect in the Adoption Agreement to limit the number of outstanding loans a Member may have at any given time.

Section 8.2 Loan Application

Subject to the restrictions described in the paragraph immediately following, a Member in Employment may borrow from his Account in each of the available Investment Funds by filing a loan application with the TPA. Such application (hereinafter referred to as a

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(“A completed application”) shall (i) specify the terms pursuant to which the loan is requested to be made and (ii) provide such information and documentation as the TPA shall require, including a note, duly executed by the Member, granting a security interest of an amount not greater than 50% of his vested Account, to secure the loan. With respect to such Member, the completed application shall authorize the repayment of the loan through payroll deductions. Such loan will become effective upon the Valuation Date coinciding with or next following the date on which his completed application and other required documents were submitted, subject to the same conditions with respect to the amount to be transferred under this Section which are specified in the Plan procedures for determining the amount of payments made under Article VII of the Plan.

The Employer shall establish standards in accordance with the Code and ERISA which shall be uniformly applicable to all Members eligible to borrow from their interests in the Trust Fund similarly situated and shall govern the TPA’s approval or disapproval of completed applications. The terms for each loan shall be set solely in accordance with such standards.

The TPA shall, in accordance with the established standards, review and approve or disapprove a completed application as soon as practicable after its receipt thereof, and shall promptly notify the applying Member of such approval or disapproval. Notwithstanding the foregoing, the TPA may defer its review of a completed application, or defer payment of the proceeds of an approved loan, if the proceeds of the loan would otherwise be paid during the period commencing on December 1 and ending on the following January 31.

Subject to the preceding paragraph and Section 8.6, upon approval of a completed application, the TPA shall cause payment of the loan to be made from the available Investment Fund(s) in the same proportion that the designated portion of the Member’s Account is invested at the time of the loan, and the relevant portion of the Member’s interest in such Investment Fund(s) shall be cancelled and shall be transferred in cash to the Member. The TPA shall maintain sufficient records regarding such amounts to permit an accurate crediting of repayments of the loan.

Notwithstanding any provision of this Article VIII to the contrary, if an Employer has elected in the Adoption Agreement to condition loans based upon a Member’s demonstrated hardship or financial necessity, the Plan Administrator, in a uniform and nondiscriminatory manner, shall determine whether a Member has incurred a hardship or financial necessity following the Member filing a loan application with the TPA.

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Section 8.3 Permitted Loan Amount

The amount of each loan may not be less than $1,000 nor more than the maximum amount as described below. The maximum amount available for loan under the Plan (when added to the outstanding balance of all other loans from the Plan to the borrowing Member) shall not exceed the lesser of: (a) $50,000 reduced by the excess (if any) of (i) the highest outstanding loan balance attributable to the Account of the Member requesting the loan from the Plan during the one-year period ending on the day preceding the date of the loan, over (ii) the outstanding balance of all other loans from the Plan to the Member on the date of the loan, or (b) 50% of the value of the Member’s vested portion of his Account as of the Valuation Date on or next following the date on which the TPA receives the completed application for the loan and all other required documents. In determining the maximum amount that a Member may borrow, all vested assets of his Account will be taken into consideration, provided that, where the Employer has not elected to make a Member’s entire Account available for loans or where a Member’s Account contains investments in a self-directed brokerage account which shall not be available for loans, in no event shall the amount of the loan exceed the value of such vested portion of the Member’s Account from which loans are permissible.

Section 8.4 Source of Funds for Loan

The amount of the loan will be deducted from the Member’s Account in the available Investment Funds in accordance with Section 8.2 of this Article and the Plan procedures for determining the amount of payments made under Article VII. Loans shall be deemed to come (to the extent the Employer permits Members to take loans from one or more of the portions of their Accounts, as designated in the Adoption Agreement):

• First from the vested Employer profit sharing contributions plus earnings thereon.

• Next from the Employer qualified nonelective contributions plus earnings thereon.

• Next from the Member’s 401(k) deferrals plus earnings thereon.

• Next from the Member’s safe harbor CODA contributions plus earnings thereon.

• Next from the vested Employer basic contributions plus earnings thereon.

• Next from the vested Employer supplemental contributions plus earnings thereon.

• Next from the vested Employer matching contributions plus earnings thereon.

• Next from the Member’s rollover contributions plus earnings thereon.

• Next from the Member’s after-tax contributions made after December 31, 1986 plus earnings on all of the Member’s after-tax contributions.

• Next from the Member’s after-tax contributions made prior to January 1, 1987.

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Section 8.5 Conditions of Loan

Each loan to a Member under the Plan shall be repaid in level monthly amounts through regular payroll deductions after the effective date of the loan, and continuing thereafter with each payroll. Except as otherwise required by the Code and the IRS Regulations, each loan shall have a repayment period of not less than 12 months and not in excess of 60 months, unless the purpose of the loan is for the purchase of a primary residence, in which case the loan may be for not more than 180 months. After the first 3 monthly payments of the loan have been satisfied, the Member may pay the outstanding loan balance (including accrued interest from the due date).

The rate of interest for the term of the loan will be established as of the loan date, and will be the Barron’s Prime Rate (base rate) plus 1% as published on the last Saturday of the preceding month, or such other rate as may be required by applicable law and determined by reference to the prevailing interest rate charged by commercial lenders under similar circumstances. The applicable rate would then be in effect through the last business day of the month.

Repayment of all loans under the Plan shall be secured by 50% of the Member’s vested interest in his Account, determined as of the origination of such loan.

Section 8.6 Crediting of Repayment

Upon lending any amount to a Member, the TPA shall establish and maintain a loan receivable account with respect to, and for the term of, the loan. The allocations described in this Section shall be made from the loan receivable account. Upon receipt of each monthly installment payment and the crediting thereof to the Member’s loan receivable account, there shall be allocated to the Member’s Account in the available Investment Funds, in accordance with his most recent investment instructions, the principal portion of the installment payment plus that portion of the interest equal to the rate determined in Section 8.5 of this Article. The unpaid balance owed by a Member on a loan under the Plan shall not reduce the amount credited to his Account. However, from the time of payment of the proceeds of the loan to the Member, such Account shall be deemed invested, to the extent of such unpaid balance, in such loan until the complete repayment thereof or distribution from such Account. Any loan repayment shall first be deemed allocable to the portions of the Member’s Account on the basis of a reverse ordering of the manner in which the loan was originally distributed to the Member.

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Section 8.7 Cessation of Payments on Loan

If a Member, while employed, fails to make a monthly installment payment when due, as specified in the completed application, subject to applicable law, he will be deemed to have received a distribution of the outstanding balance of the loan. If such default occurs after the first 3 monthly payments of the loan have been satisfied, the Member may pay the outstanding balance, including accrued interest from the due date, by the last day of the calendar quarter following the calendar quarter which contains the due date of the last monthly installment payment, in which case no such distribution will be deemed to have occurred. Subject to applicable law, notwithstanding the foregoing, a Member that borrows any of his 401(k) deferrals and any of the earnings attributable thereto may not cease to make monthly installment payments while employed and receiving a Salary from the Employer.

Except as provided below, upon a Member’s termination of Employment, death or Disability, or the Employer’s termination of the Plan, no further monthly installment payments may be made. Unless the outstanding balance, including accrued interest from the due date, is paid by the last day of the calendar quarter following the calendar quarter which contains the date of such occurrence, the Member will be deemed to have received a distribution of the outstanding balance of the loan including accrued interest from the due date.

Section 8.8 Loans to Former Members

Notwithstanding any other provisions of this Article VIII, a member who terminates Employment for any reason shall be permitted to continue making scheduled repayments with respect to any loan balance outstanding at the time he becomes a terminated Member. In addition, a terminated Member or Beneficiary may elect to initiate a new loan from his Account, subject to the conditions otherwise described in this Article VIII. If any terminated Member who continues to make repayments or any terminated Member or Beneficiary who borrows from his Account pursuant to this Section 8.8 fails to make a scheduled monthly installment payment by the last day of the calendar quarter following the calendar quarter which contains the scheduled payment date, he will be deemed to have received a distribution of the outstanding balance of the loan.

Section 8.9 Effect of KETRA and GOZA on Outstanding Loans

If elected by the Employer in the Adoption Agreement, Members who resided in or worked in one of the counties or parishes of Louisiana, Mississippi, Alabama, Florida or Texas designated as eligible for individual relief in KETRA or in GOZA, with an outstanding loan on or after August 25, 2005 (for Katrina) September 23, 2005 (for Rita) or October 23, 2005 (for Wilma), as applicable, from the Plan, if the due date for any repayment on the loan occurs during the period beginning on August 25, 2005, September 23, 2005 or October 23, 2005, as applicable, and ending on December 31, 2006, the due date shall be delayed for one year. Any payments after the suspension period will be appropriately adjusted to reflect the delay and any interest accruing during the delay.

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ARTICLE IX

TRUSTEE AND CUSTODIAN

The provisions of this Article, shall not apply if a separate trust agreement is being used as specified in the Adoption Agreement. For purposes of this Article IX, the term Named Fiduciary shall mean one or more fiduciaries named in accordance with the terms of the Plan who have the power to manage and control assets of the Plan. The term Fund shall mean assets held pursuant to the Trust created under this Article IX.

Section 9.1 Basic Responsibilities of the Trustee

The Trustee shall hold the assets of, and collect the income and make payments from the Fund, all as hereinafter provided. Except to the extent that assets of the Fund have been deposited in a collective investment fund maintained by the Trustee, the Trustee shall not be responsible, directly or indirectly, for the investment or reinvestment of the assets of the Fund, which shall be the sole responsibility of the Named Fiduciary. The Trustee is not a party to, and has no duties or responsibilities under, the Plan other than those that may be expressly contained in this Agreement. As to the responsibilities of the Trustee, in any case in which a provision of this Agreement conflicts with any provision in the Plan, this Agreement shall control. The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior trustee.

The Trustee shall have no authority or duty to determine the adequacy of or enforce the collection of contributions under the Plan, shall not be responsible for the adequacy of the Trust to meet and discharge any liabilities under the Plan and shall have no responsibility for any property until such cash or property is received and accepted by the Trustee. The Employer and the Named Fiduciary shall have the sole duty and responsibility for ensuring the adequacy of the Trust to discharge the liabilities under the Plan, determining the adequacy of the contributions to be made under the Plan, transmitting the contributions to the Trustee and ensuring compliance with any statute, regulation or rule applicable to contributions.

Except as may be permitted by law or by the terms of the Plan or this Agreement, at no time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under the Plan shall any part of the Trust be used for or diverted to any purpose other than for the exclusive benefit of the participants and their beneficiaries. The assets of the Trust shall be held for the exclusive purposes of providing benefits to participants of the Plan and their beneficiaries and defraying the reasonable expenses of administering the Plan and the Trust.

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Notwithstanding any other provision of this Agreement: (i) if a contribution is conditioned upon a favorable determination as to the qualified status of the Plan under Code Section 401 and the Plan receives an adverse determination with respect to its initial qualification, then any such contribution may be returned to the Employer within one year after the date of determination; (ii) a contribution made by the Employer based upon mistake of fact may be returned to the Employer within one year after the date of such contribution; and (iii) if a contribution to the Plan is conditioned upon its deductibility under the Code and a deduction for such a contribution is disallowed, such contribution may be returned to the Employer within one year after the date of the disallowance of such deduction.

The Trustee shall make distributions and payments out of the Fund as directed by the Named Fiduciary and amounts distributed or paid pursuant to such direction thereafter no longer shall constitute a part of the Fund. The Named Fiduciary may direct such distributions and payments to be made to any person, including the Named Fiduciary or an Employer, or to any paying agent designated by the Named Fiduciary, in such amounts and in such form and for such purposes as the Named Fiduciary shall direct. Any such order shall constitute a certification that the payment is one the Named Fiduciary is authorized to direct. The Named Fiduciary shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Agreement, for ensuring that any payment made from the Fund at the direction of the Named Fiduciary does not constitute a diversion of the assets of the Fund and for determining that any such distribution is in accordance with the terms of the Plan and applicable law, including, without limitation, determining the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment. The Trustee shall not be required to make any payment from the Fund in excess of the net realizable value of the assets of the Fund or to make any payment in cash unless there is sufficient cash in the Fund or the Named Fiduciary has provided written instructions as to the assets to be converted to cash for the purpose of making the distribution. If a dispute arises as to who is entitled to or should receive any benefit or payment, the Trustee may withhold or cause to be withheld such payment until the dispute is resolved.

The Employer shall identify the Named Fiduciary to the Trustee and shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct the Trustee and otherwise act on behalf of the Employer under the terms of this Agreement. The Named Fiduciary will provide the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to act on behalf of the Named Fiduciary. The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an authorized party until notified in writing by the Employer or the Named Fiduciary, as appropriate, of a change of the identity of an authorized party.

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All directions and instructions to the Trustee from a party who has been authorized to act on behalf of the Employer or the Named Fiduciary shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing of any such oral directions and instructions. The Trustee shall be entitled to rely on and shall be fully protected in acting in accordance with all such directions and instructions which the Trustee reasonably believes to have been given by a party who has been authorized to act on behalf of the Employer or the Named Fiduciary.

Section 9.2 Investment Powers and Duties of Trustee

The Named Fiduciary, from time to time and in accordance with the provisions of the Plan, shall direct the Trustee to establish one or more separate investment accounts under the Trust (each such separate account hereinafter referred to as an “Investment Fund”). The Trustee shall transfer to each such Investment Fund such portion of the assets of the Fund as the Named Fiduciary directs. The assets which have been allocated to an Investment Fund shall be invested and reinvested in accordance with the instructions of the Named Fiduciary, which shall have exclusive responsibility therefore. The Trustee shall be under no duty to question, and shall not incur any liability on account of following, the instructions of the Named Fiduciary, with respect to any Investment Fund or the investment or reinvestment of any assets of the Fund or any Investment Fund, nor to make suggestions to the Named Fiduciary in connection therewith or to determine the compliance of such instructions with the Plan or applicable law, including, without limitation, the requirements of Sections 406 and 407 of ERISA. The Trustee shall not be liable for any losses, costs or expenses (including, without limitation, any opportunity costs) resulting from any investment directions given or omitted by the Named Fiduciary and the Trustee shall not be liable for any losses, cost or expenses associated with the investment decisions of the Named Fiduciary, including, without limitation, any losses, costs or expenses associated with the selection of investments by the Named Fiduciary, actual investments directed by the Named Fiduciary and the market risks associated with such selections and directions. If the Trustee is directed to deliver property against payment, the Trustee shall have no liability for non-receipt of such payment.

Unless the Trustee is otherwise directed by the Named Fiduciary, all interest, dividends and other income received with respect to, and all proceeds received from the sale or other disposition of, assets of an Investment Fund shall be credited to and reinvested in such Investment Fund, and all expenses of the Fund which are properly allocable to a particular Investment Fund shall be so allocated and charged. Subject to the provisions of the Plan, the Named Fiduciary may direct the Trustee to eliminate an Investment Fund or Funds, and the Trustee thereupon shall dispose of the assets of such Investment Fund or Funds and reinvest the proceeds thereof in accordance with the instructions of the Named Fiduciary.

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(a) Discretionary Powers and Duties of Trustee. Subject to the provisions and limitations contained elsewhere herein, in administering the Trust, the Trustee shall be specifically authorized in its sole administrative discretion to:

(1) Appoint sub-trustees or depositories, domestic or foreign (including affiliates of the Trustee), as to part or all of the Fund, except that the indicia of ownership of any asset of the Fund shall not be held outside the jurisdiction of the district courts of the United States unless in compliance with Section 404(b) of ERISA and regulations thereunder;

(2) Appoint one or more individuals or corporations as a custodian of any property of the Fund and, as part of its reimbursable expenses under this Agreement to pay the reasonable compensation and expenses of any such custodian;

(3) Hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository (including an affiliate of the Trustee), so long as the Trustee’s records clearly indicate that the assets held are a part of the Fund;

(4) Collect income payable to and distributions due to the Fund and sign on behalf of the Trust any declarations, affidavits, certificates of ownership and other documents required to collect income and principal payments, including but not limited to, tax reclamations, rebates and other withheld amounts;

(5) Collect proceeds from securities, certificates of deposit or other investments which may mature or be called and surrender such securities at maturity or when called; provided, however, that the Trustee shall not be liable for failure to surrender any security for redemption prior to maturity or take other action if notice of such redemption or other action was not provided to the Trustee by the issuer, the Named Fiduciary or one of the nationally recognized bond or corporate action services to which the Master Trustee subscribes;

(6) Exchange securities in temporary form for securities in definitive form, and to effect an exchange of shares where the par value of stock is changed;

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(7) Submit or cause to be submitted to the Named Fiduciary, on a best efforts basis, all information received by the Trustee regarding ownership rights pertaining to property held in the Fund;

(8) Attend to involuntary corporate actions;

(9) Determine, or cause to be determined, the fair market value of the Fund daily, or for such other period as may be mutually agreed upon, in accordance with methods consistently followed and uniformly applied;

(10) Render periodic statements for property held hereunder;

(11) Commence or defend suits or legal proceedings and represent the Fund in all suits or legal proceedings in any court or before any other body or tribunal as the Trustee shall deem necessary to protect the Fund (provided, however, that the Trustee shall have no obligation to take any legal action for the benefit of the Fund unless it shall first be indemnified for all expenses in connection therewith, including, without limitation, counsel fees);

(12) Employ suitable agents and legal counsel, who may be counsel for an Employer, and, as a part of its reimbursable expenses under this Agreement, to pay their reasonable compensation and expenses. The Trustee shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.

(13) Subject to the requirements of applicable law, take all action necessary to settle authorized transactions;

(14) Form corporations and create trusts under the laws of any state for the purpose of acquiring and holding title to any securities or other property, all on such terms and conditions as the Trustee deems advisable;

(15) Make, execute and deliver any and all documents, agreements or other instruments in writing as are necessary or desirable for the accomplishment of any of the powers and duties in this Agreement; and

(16) Generally take all action, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the fulfillment of its duties hereunder.

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(b) Directed Powers of Trustee. In addition to the powers enumerated in Section 9.2(a), the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary:

(1) Invest and reinvest in property, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than units of collective investment funds;

(2) Settle purchases and sell, exchange, convey, transfer or otherwise dispose of any property at any time held by the Trustee, by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and in the same manner as the Named Fiduciary, shall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition;

(3) Engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to property received by the Trustee;

(4) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances;

(5) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. § 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation § 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating

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to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Employer shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement;

(6) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Employer (provided that the Employer meets the requirements of § 408(b)(4) of ERISA) or an affiliated banking organization of the Trustee or the Employer; and

(7) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Employer expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund;

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(8) For the purposes of the fund, to borrow money from any person or persons, to issue the Fund’s promissory note or notes therefore, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

(c) Standard of Care. The Trustee shall discharge its duties under this Agreement with the care and skill required under ERISA with respect to its duties. The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. The duties of the Trustee shall only be those specifically undertaken pursuant to this Agreement or by separate written agreement.

(d) Force Majeure. The Trustee shall not be responsible or liable for any losses to the Fund resulting from nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Fund’s property; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event beyond the control of the Trustee or its agents. This Section shall survive the termination of this Agreement.

Section 9.3 Powers and Duties of Custodian

If there is a discretionary Trustee, the Employer may appoint a custodian. A custodian has the same powers, rights and duties as a nondiscretionary Trustee. Any reference in the Plan to a Trustee also is a reference to a custodian unless the context of the Plan indicates otherwise. A limitation of the Trustee’s liability by Plan provision also acts as a limitation of the custodian’s liability. Any action taken by the custodian at the discretionary Trustee’s direction satisfied any provision in the Plan referring to the Trustee taking that action. The resignation or removal of the custodian shall be made in accordance with Section 9.6 as though the custodian were a Trustee.

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Section 9.4 Trustee’s Compensation, Expenses, Taxes and Indemnification

The Trustee shall be entitled to compensation for services under this Plan as mutually agreed by the Employer and the Trustee, unless already receiving full time compensation from the Employer. The Trustee shall also be entitled to reimbursement for reasonable expenses incurred by it in the discharge of its duties under this Plan. Consistent with applicable law, the Trustee is authorized to charge and collect from the Fund any and all such fees and expenses to the extent such fees and expenses are not paid directly by the Employer, another Employer or by Pentegra (acting on behalf of the Employer or such other Employer).

All amounts (including taxes) paid from the Trust Fund which are allocable to an Investment Fund shall be charged to such Investment Fund in accordance with this Plan. All such expenses which are not so allocable shall be charged against each of the Investment Funds in the same proportion as the value of the total assets held in such Investment Fund bears to the value of the total assets in the Fund.

To the extent the Trustee advances funds to the Fund for disbursements or to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from the Fund an amount equal to what would have been earned on the sums advanced (an amount approximating the “federal funds” interest rate).

To the extent that the Employer or Named Fiduciary has provided necessary information to the Trustee, the Trustee shall use reasonable efforts to assist the Employer or the Named Fiduciary with respect to any tax obligations. The Employer or Named Fiduciary shall notify the Trustee of any tax obligations. Notwithstanding the foregoing, the Trustee shall have no responsibility or liability for any tax obligations now or hereafter imposed on any Employer or the Fund by any taxing authorities, domestic or foreign, except as provided by applicable law.

To the extent the Trustee is responsible under any applicable law for any tax obligation, the Employer or the Named Fiduciary shall inform the Trustee of all tax obligations, shall direct the Trustee with respect to the performance of such tax obligations, and shall provide the Trustee with all information required by the Trustee to meet such tax obligations. All such tax obligations shall be paid from the Trust Fund unless paid by the Employer or another Employer.

The Employer shall indemnify and hold harmless the Trustee and its directors, officers and employees from all claims, liabilities, losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Trustee in connection with this Plan, except those resulting from the Trustee’s gross negligence, bad faith or willful misconduct. This indemnification (as well as any other indemnification in this Plan) shall survive the termination of this Plan. If the Trustee is acting as a successor trustee or

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succeeds to responsibilities hereunder for trusteeship of plan assets with respect to the Trust Fund (or any portion thereof), the Employer hereby agrees to hold the Trustee harmless from and against any tax, claim, liability, loss, damage or expense incurred by or assessed against it as such successor as a direct or indirect result of any act or omission of a predecessor trustee or any other person under the Plan, except for such taxes, claims, liabilities, losses, damages or expenses attributable to the Trustee’s own gross negligence, bad faith or willful misconduct.

Section 9.5 Reporting and Recordkeeping

The Trustee shall keep full and accurate records of all receipts, investments, disbursements, and other transactions hereunder, including such specific records as may be agreed upon in writing between the Employer and the Trustee. Within ninety (90) days after the end of each fiscal year of the Trust or within ninety (90) days after its removal or resignation or the termination of this Plan, the Trustee shall file with the Employer a written account of the administration of the Fund showing all transactions effected by the Trustee and all property held by the Fund at its fair market value for the accounting period. If, within ninety (90) days after the Trustee mails such account to the Employer, the Employer has not given the Trustee written notice of any exception or objection thereto, the statement shall be deemed to have been approved, and in such case, the Trustee shall not be liable for any matters in such statements. Upon prior written notice, the Employer or its agent shall have the right at its own expense to inspect the Trustee’s books and records directly relating to the Fund during normal business hours. If for any reason the Trustee fails to file an account required of the Trustee within the applicable times specified hereunder, such account shall be filed by the Trustee after the expiration of such time as soon as is reasonably practicable. To the extent that the Trustee shall be required to value the assets of the Fund, the Trustee may rely for all purposes of this Plan upon any certified appraisal or other form of valuation submitted by the Named Fiduciary, Pentegra, any investment manager or other third party appointed by the Named Fiduciary. Nothing in this Section shall impair Trustee’s right to judicial settlement of any account rendered by it. In any such proceeding the only necessary parties shall be the Trustee, the Employer and any other party whose participation is required by law, and any judgment, decree or final order entered shall be conclusive on all persons having an interest in the trust. The fiscal year of the Trust shall be the Plan Year as established under the terms of the Plan.

The duties of the Trustee shall be limited to the assets held in the Fund, and the Trustee shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan unless otherwise agreed in writing. The Employer hereby agrees that the Trustee shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. The Named Fiduciary may request the Trustee to perform a recordkeeping service with respect to property held by others and not otherwise subject to the terms of this Plan. To the extent the Trustee shall agree to perform this service, its sole responsibility shall be to accurately reflect information on its books which it has received from the Named Fiduciary.

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Section 9.6 Amendment, Termination, Resignation and Removal

The provisions of this Section 9 may be amended by written agreement signed by the Employer and the Trustee. This Plan may be terminated at any time by the Employer by written instrument delivered to the Trustee. Thereafter, the Trustee shall distribute all assets of the Fund, less any fees and expenses payable from the Fund with respect to the Plan, pursuant to instructions of the Named Fiduciary. The Trustee may condition its delivery, transfer or distribution of any assets upon the Trustee’s receiving assurances reasonably satisfactory to it that the approval of appropriate governmental or other authorities has been secured and that all notices and other procedures required by applicable law have been complied with. The Trustee shall be entitled to assume that such distributions are in full compliance with and not in violation of the terms of the Plan or any applicable law.

The Trustee may be removed with respect to all or part of the Fund upon receipt of sixty (60) days’ written notice (unless a shorter or longer period is agreed upon) from the Employer. The Trustee may resign as Trustee hereunder upon sixty (60) days’ written notice (unless a shorter or longer period is agreed upon) delivered to the Employer. In the event of such removal or resignation, a successor trustee will be appointed and the retiring Trustee shall transfer the Fund, less such amounts as may be reasonable and necessary to cover its compensation and expenses. In the event the Employer fails to appoint a successor trustee within sixty (60) days of receipt of written notice of resignation, the Trustee reserves the right to seek the appointment of a successor trustee from a court of competent jurisdiction. The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any successor trustee.

The Trustee reserves the right to retain such property as is not suitable for distribution or transfer at the time of the termination of a Plan or this Agreement and shall hold such property for the benefit of those persons or other entities entitled to such property until such time as the Trustee is able to make distribution. Upon the appointment and acceptance of a successor trustee, the Trustee’s sole duties shall be those of a custodian with respect to any property not transferred to the successor trustee.

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ARTICLE X

ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES

Section 10.1 Fiduciaries

The following persons are Fiduciaries under the Plan.

a) The Trustee,

b) The Employer,

c) The Plan Administrator or committee, appointed by the Employer pursuant to this Article IX of the Plan and designated as the “Named Fiduciary” of the Plan and the Plan Administrator, and

d) Any Investment Manager appointed by the Employer as provided in Section 9.4.

Each of said Fiduciaries shall be bonded to the extent required by ERISA.

The TPA is not intended to have the authority or responsibilities which would cause it to be considered a Fiduciary with respect to the Plan unless the TPA otherwise agrees to accept such authority or responsibilities in a service agreement or otherwise in writing.

Section 10.2 Allocation of Responsibilities Among the Fiduciaries

a) The Trustee

The Employer shall either enter into one or more Trust Agreements with a Trustee or Trustees selected by the Employer. The Trust established under any such agreement shall be a part of the Plan and shall provide that all funds received by the Trustee as contributions under the Plan and the income therefrom (other than such part as is necessary to pay the expenses and charges referred to in Paragraph (b) of this Section) shall be held in the Trust Fund for the exclusive benefit of the Members or their Beneficiaries, and managed, invested and reinvested and distributed by the Trustee in accordance with the Plan. Sums received for investment may be invested (i) wholly or partly through the medium of any common, collective or commingled trust fund maintained by a bank or other financial institution and which is qualified under Sections 401(a) and 501(a) of the Code and constitutes a part of the Plan; (ii) wholly or partly through the medium of a group annuity or other type of contract issued by an insurance company and constituting a part of the Plan, and utilizing, under any such contract, general, commingled or individual investment accounts; or

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(iii) wholly or partly in securities issued by an investment company registered under the Investment Company Act of 1940. Subject to the provisions of Article XI, the Employer may from time to time and without the consent of any Member or Beneficiary (a) amend the Trust Agreement or any such insurance contract in such manner as the Employer may deem necessary or desirable to carry out the Plan, (b) remove the Trustee and designate a successor Trustee upon such removal or upon the resignation of the Trustee, and (c) provide for an alternate funding agency under the Plan. The Trustee shall make payments under the Plan only to the extent, in the amounts, in the manner, at the time, and to the persons as shall from time to time be set forth and designated in written authorizations from the Plan Administrator or TPA. The Trustee shall from time to time charge against and pay out of the Trust Fund taxes of any and all kinds whatsoever which are levied or assessed upon or become payable in respect of such Fund, the income or any property forming a part thereof, or any security transaction pertaining thereto. To the extent not paid by the Employer, the Trustee shall also charge against and pay out of the Trust Fund other expenses incurred by the Trustee in the performance of its duties under the Trust, the expenses incurred by the TPA in the performance of its duties under the Plan (including reasonable compensation for agents and cost of services rendered in respect of the Plan), such compensation of the Trustee as may be agreed upon from time to time between the Employer and the Trustee, and all other proper charges and disbursements of the Trustee, the Employer, or the Plan Administrator.

b) The Employer

The Employer shall be responsible for all functions assigned or reserved to it under the Plan and any related Trust Agreement. Any authority so assigned or reserved to the Employer, other than responsibilities assigned to the Plan Administrator, shall be exercised by resolution of the Employer’s Board of Directors and shall become effective with respect to the Trustee upon written notice to the Trustee signed by the duly authorized officer of the Board advising the Trustee of such exercise. By way of illustration and not by limitation, the Employer shall have authority and responsibility:

(1) to amend the Plan;

(2) to merge and consolidate the Plan with all or part of the assets or liabilities of any other plan;

(3) to appoint, remove and replace the Trustee and the Plan Administrator and to monitor their performances;

(4) to appoint, remove and replace one or more Investment Managers, or to refrain from such appointments, and to monitor their performances;

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(5) to communicate such information to the Plan Administrator, TPA, Trustee and Investment Managers as they may need for the proper performance of their duties; and

(6) to perform such additional duties as are imposed by law.

Whenever, under the terms of this Plan, the Employer is permitted or required to do or perform any act, it shall be done and performed by an officer thereunto duly authorized by its Board of Directors.

c) The Plan Administrator

The Plan Administrator shall have responsibility and discretionary authority to control the operation and administration of the Plan in accordance with the provisions of Article IX of the Plan, including, without limiting, the generality of the foregoing:

(1) the determination of eligibility for benefits and the amount and certification thereof to the Trustee;

(2) the hiring of persons to provide necessary services to the Plan;

(3) the issuance of directions to the Trustee to pay any fees, taxes, charges or other costs incidental to the operation and management of the Plan;

(4) the preparation and filing of all reports required to be filed with respect to the Plan with any governmental agency; and

(5) the compliance with all disclosure requirements imposed by state or federal law.

d) The Investment Manager

Any Investment Manager appointed pursuant to Section 9.4 shall have sole responsibility for the investment of the portion of the assets of the Trust Fund to be managed and controlled by such Investment Manager. An Investment Manager may place orders for the purchase and sale of securities directly with brokers and dealers.

Section 10.3 No Joint Fiduciary Responsibilities

This Article IX is intended to allocate to each Fiduciary the individual responsibility for the prudent execution of the functions assigned to him, and none of such responsibilities or any other responsibilities shall be shared by two or more of such Fiduciaries unless such sharing is provided by a specific provision of the Plan or any related Trust Agreement. Whenever one Fiduciary is required to follow the directions of another Fiduciary, the two

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Fiduciaries shall not be deemed to have been assigned a shared responsibility, but the responsibility of the Fiduciary giving the directions shall be deemed his sole responsibility, and the responsibility of the Fiduciary receiving those directions shall be to follow them insofar as such instructions are on their face proper under applicable law. To the extent that fiduciary responsibilities are allocated to an Investment Manager, such responsibilities are so allocated solely to such Investment Manager alone, to be exercised by such Investment Manager alone and not in conjunction with any other Fiduciary, and the Trustee shall be under no obligation to manage any asset of the Trust Fund which is subject to the management of such Investment Manager.

Section 10.4 Investment Manager

The Employer may appoint a qualified Investment Manager or Managers to manage any portion or all of the assets of the Trust Fund. For the purpose of this Plan and the related Trust, a “qualified Investment Manager” means an individual, firm or corporation who has been so appointed by the Employer to serve as Investment Manager hereunder, and who is and has acknowledged in writing that he is (a) a Fiduciary with respect to the Plan, (b) bonded as required by ERISA, and (c) either (i) registered as an investment advisor under the Investment Advisors Act of 1940, (ii) a bank as defined in said Act, or (iii) an insurance company qualified to perform investment management services under the laws of more than one state of the United States.

Any such appointment shall be by a vote of the Board of Directors of the Employer naming the Investment Manager so appointed and designating the portion of the assets of the Trust Fund to be managed and controlled by such Investment Manager. Said vote shall be evidenced by a certificate in writing signed by the duly authorized officer of the Board and shall become effective on the date specified in such certificate but not before delivery to the Trustee of a copy of such certificate, together with a written acknowledgment by such Investment Manager of the facts specified in the second sentence of this Section.

Section 10.5 Advisor to Fiduciary

A Fiduciary may employ one or more persons to render advice concerning any responsibility such Fiduciary has under the Plan and related Trust Agreement.

Section 10.6 Service in Multiple Capacities

Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan, specifically including service both as Plan Administrator and as a Trustee of the Trust; provided, however, that no person may serve in a fiduciary capacity who is precluded from so serving pursuant to Section 411 of ERISA.

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Section 10.7 Appointment of Plan Administrator

The Employer shall designate the Plan Administrator in the Adoption Agreement. The Plan Administrator may be an individual, a committee of two or more individuals, whether or not, in either such case, the individual or any of such individuals are Employees of the Employer, a consulting firm or other independent agent, the Trustee (with its consent), the Board of the Employer, or the Employer itself. Except as the Employer shall otherwise expressly determine, the Plan Administrator shall be charged with the full power and responsibility for administering the Plan in all its details. If no Plan Administrator has been appointed by the Employer, or if the person designated as Plan Administrator is not serving as such for any reason, the Employer shall be deemed to be the Plan Administrator. The Plan Administrator may be removed by the Employer or may resign by giving written notice to the Employer, and, in the event of the removal, resignation, death or other termination of service of the Plan Administrator, the Employer shall, as soon as is practicable, appoint a successor Plan Administrator, such successor thereafter to have all of the rights, privileges, duties and obligations of the predecessor Plan Administrator.

Section 10.8 Powers of the Plan Administrator

The Plan Administrator is hereby vested with all powers and authority necessary in order to carry out its duties and responsibilities in connection with the administration of the Plan as herein provided, and is authorized to make such rules and regulations as it may deem necessary to carry out the provisions of the Plan and the Trust Agreement. The Plan Administrator may from time to time appoint agents to perform such functions involved in the administration of the Plan as it may deem advisable. The Plan Administrator shall have the discretionary authority to determine any questions arising in the administration, interpretation and application of the Plan, including any questions submitted by the Trustee on a matter necessary for it to properly discharge its duties; and the decision of the Plan Administrator shall be conclusive and binding on all persons.

Section 10.9 Duties of the Plan Administrator

The Plan Administrator shall keep on file a copy of the Plan and the Trust Agreement(s), including any subsequent amendments, and all annual reports of the Trustee(s), and such annual reports or registration statements as may be required by the laws of the United States, or other jurisdiction, for examination by Members in the Plan during reasonable business hours. Upon request by any Member, the Plan Administrator shall furnish him with a statement of his interest in the Plan as determined by the Plan Administrator as of the close of the preceding Plan Year.

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Section 10.10 Action by the Plan Administrator

In the event that there shall at any time be two or more persons who constitute the Plan Administrator, such persons shall act by concurrence of a majority thereof.

Section 10.11 Discretionary Action

Wherever, under the provisions of this Plan, the Plan Administrator is given any discretionary power or powers, such power or powers shall not be exercised in such manner as to cause any discrimination prohibited by the Code in favor of or against any Member, Employee or class of Employees. Any discretionary action taken by the Plan Administrator hereunder shall be consistent with any prior discretionary action taken by it under similar circumstances and to this end the Plan Administrator shall keep a record of all discretionary action taken by it under any provision hereof.

Section 10.12 Compensation and Expenses of Plan Administrator

Employees of the Employer shall serve without compensation for services as Plan Administrator, but all expenses of the Plan Administrator shall be paid by the Employer or in accordance with Section 10.2. Such expenses shall include any expenses incidental to the functioning of the Plan, including, but not limited to, attorney’s fees, accounting and clerical charges, and other costs of administering the Plan. Non-Employee Plan Administrators shall receive such compensation as the Employer shall determine.

Section 10.13 Reliance on Others

The Plan Administrator and the Employer shall be entitled to rely upon all valuations, certificates and reports furnished by the Trustee(s), upon all certificates and reports made by an accountant or actuary selected by the Plan Administrator and approved by the Employer and upon all opinions given by any legal counsel selected by the Plan Administrator and approved by the Employer, and the Plan Administrator and the Employer shall be fully protected in respect of any action taken or suffered by them in good faith in reliance upon such Trustee(s), accountant, actuary or counsel and all action so taken or suffered shall be conclusive upon each of them and upon all Members, retired Members, and Former Members and their Beneficiaries, and all other persons.

Section 10.14 Self Interest

No person who is the Plan Administrator shall have any right to decide upon any matter relating solely to himself or to any of his rights or benefits under the Plan. Any such decision shall be made by another Plan Administrator or the Employer.

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Section 10.15 Personal Liability - Indemnification

The Plan Administrator shall not be personally liable by virtue of any instrument executed by him or on his behalf. Neither the Plan Administrator, the Employer, nor any of its officers or directors shall be personally liable for any action or inaction with respect to any duty or responsibility imposed upon such person by the terms of the Plan unless such action or inaction is judicially determined to be a breach of that person’s fiduciary responsibility with respect to the Plan under any applicable law. The limitation contained in the preceding sentence shall not, however, prevent or preclude a compromise settlement of any controversy involving the Plan, the Plan Administrator, the Employer, or any of its officers and directors. The Employer may advance money in connection with questions of liability prior to any final determination of a question of liability. Any settlement made under this Article IX shall not be determinative of any breach of fiduciary duty hereunder.

The Employer will indemnify every person who is or was a Plan Administrator, officer or member of the Board or a person who provides services without compensation to the Plan for any liability (including reasonable costs of defense and settlement) arising by reason of any act or omission affecting the Plan or affecting the Member or Beneficiaries thereof, including, without limitation, any damages, civil penalty or excise tax imposed pursuant to ERISA; provided (1) that the act or omission shall have occurred in the course of the person’s service as Plan Administrator, officer of the Employer or member of the Board or was within the scope of the Employment of any Employee of the Employer or in connection with a service provided without compensation to the Plan, (2) that the act or omission be in good faith as determined by the Employer, whose determination, made in good faith and not arbitrarily or capriciously, shall be conclusive, and (3) that the Employer’s obligation hereunder shall be offset to the extent of any otherwise applicable insurance coverage, under a policy maintained by the Employer, or any other person, or other source of indemnification.

Section 10.16 Insurance

The Plan Administrator shall have the right to purchase such insurance as it deems necessary to protect the Plan and the Trustee from loss due to any breach of fiduciary responsibility by any person. Any premiums due on such insurance may be paid from Plan assets provided that, if such premiums are so paid, such policy of insurance must permit recourse by the insurer against the person who breaches his fiduciary responsibility. Nothing in this Article IX shall prevent the Plan Administrator or the Employer, at its, or his, own expense, from providing insurance to any person to cover potential liability of that person as a result of a breach of fiduciary responsibility, nor shall any provisions of the Plan preclude the Employer from purchasing from any insurance company the right of recourse under any policy by such insurance company.

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Section 10.17 Claims Procedures

Claims for benefits under the Plan shall be filed with the Plan Administrator on forms supplied by the Employer. Written notice of the disposition of a claim shall be furnished to the claimant within 90 days after the application thereof is filed unless special circumstances require an extension of time for processing the claim of up to an additional 90 days. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of said initial 90-day period, and such notice shall indicate the special circumstances which make the postponement appropriate.

Section 10.18 Claims Review Procedures

In the event a claim is denied, the reasons for the denial shall be specifically set forth in the notice described in this Section 10.18 in language calculated to be understood by the claimant. Pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can request further consideration and review of the claim will be provided. In addition, the claimant shall be furnished with an explanation of the Plan’s claims review procedures. Any Employee, former Employee, or Beneficiary of either, who has been denied a benefit by a decision of the Plan Administrator pursuant to Section 10.17 shall be entitled to request the Plan Administrator to give further consideration to his claim by filing with the Plan Administrator (on a form which may be obtained from the Plan Administrator) a request for a review of the initial denial of the claim. Such request, together with a written statement of the reasons why the claimant believes his claim should be allowed, shall be filed with the Plan Administrator no later than 60 days after receipt of the written notification of claim denial provided for in Section 10.17. The Plan Administrator may, in its sole discretion, then conduct a hearing within the next 60 days, at which the claimant may be represented by an attorney or any other representative of his choosing and at which the claimant shall have an opportunity to submit written and oral evidence and arguments in support of his claim. At the hearing (or prior thereto upon 5 business days’ written notice to the Plan Administrator), the claimant or his representative shall have an opportunity to review all documents in the possession of the Plan Administrator which are pertinent to the claim at issue and its disallowance. A final disposition of the claim shall be made by the Plan Administrator within 60 days of receipt of the appeal unless there has been an extension of 60 days and shall be communicated in writing to the claimant. Such communication shall be written in a manner calculated to be understood by the claimant and shall include specific reasons for the disposition and specific references to the pertinent Plan provisions on which the disposition is based. For all purposes under the Plan, such decision on claims (where no review is requested) and decision on review (where review is requested) shall be final, binding and conclusive on all interested persons as to participation and benefits eligibility, the amount of benefits and as to any other matter of fact or interpretation relating to the Plan.

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ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.1 General Limitations

(A) In order that the Plan be maintained as a qualified plan and trust under the Code, contributions in respect of a Member shall be subject to the limitations set forth in this Section, notwithstanding any other provision of the Plan. The contributions in respect of a Member to which this Section is applicable are his own contributions and/or deferrals and the Employer’s contributions.

For purposes of this Section 11.1, a Member’s contributions shall be determined without regard to any rollover contributions as provided in Section 402(a)(5) of the Code.

(B) Limitations on Allocations

(1) If the Member does not participate in, another qualified defined contribution plan maintained by the Employer or a welfare benefit fund, as defined in Section 419(e) of the Code maintained by the Employer, or an individual medical account, as defined in Section 415(l)(2) of the Code, maintained by the employer, or a simplified employee pension, as defined in Section 408(k) of the Code, maintained by the Employer, which provides an annual addition as defined in paragraph 12, the amount of annual additions which may be credited to the Member’s account for any limitation year will not exceed the lesser of the maximum permissible amount or any other limitation contained in this Plan. If the Employer contribution that would otherwise be contributed or allocated to the Member’s account would cause the annual additions for the limitation year to exceed the maximum permissible amount, the amount contributed or allocated will be reduced so that the annual additions for the limitation year will equal the maximum permissible amount.

(2) Prior to determining the Member’s actual compensation for the limitation year, the Employer may determine the maximum permissible amount for a Member on the basis of a reasonable estimation of the Member’s compensation for the limitation year, uniformly determined for all Members similarly situated.

(3) As soon as is administratively feasible after the end of the limitation year, the maximum permissible amount for the limitation year will be determined on the basis of the Member’s actual compensation for the limitation year.

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(4) If pursuant to paragraph 3 above or as a result of the allocation of forfeitures, there is an excess amount the excess will be disposed of as follows:

(a) Any nondeductible voluntary employee contributions (plus attributable earnings), to the extent they would reduce the excess amount, will be returned to the Member;

(b) If after the application of paragraph (a) an excess amount still exists, any elective deferrals (plus attributable earnings), to the extent they would reduce the excess amount, will be distributed to the Member;

(c) If after the application of paragraph (b) an excess amount still exists, and the Member is covered by the Plan at the end of the limitation year, the excess amount in the Member’s account will be used to reduce employer contributions (including any allocation of forfeitures) for such Member in the next limitation year, and each succeeding limitation year if necessary.

(d) If after the application of paragraph (b) an excess amount still exists, and the Member is not covered by the Plan at the end of a limitation year, the excess amount will be held unallocated in a suspense account. The suspense account will be applied to reduce future employer contributions for all remaining Members in the next limitation year, and each succeeding limitation year if necessary.

(e) If a suspense account is in existence at any time during a limitation year pursuant to this paragraph 4, it will not participate in the allocation of investment gains and losses. If a suspense account is in existence at any time during a particular limitation year, all amounts in the suspense account must be allocated and reallocated to Members’ accounts before any employer or any employee contributions may be made to the Plan for that limitation year. Except as provided in subparagraphs (a) and (b) of this paragraph (4), excess amounts may not be distributed to Members or former Members.

(5) This paragraph applies if, in addition to this Plan, the Member is covered under another qualified master or prototype defined contribution plan maintained by the Employer, a welfare benefit fund maintained by the Employer, an individual medical account maintained by the Employer, or a simplified employee pension maintained by the Employer, that provides an annual addition as defined in paragraph 12, during any limitation year. The annual additions which may be

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credited to a Member’s account under this Plan for any such limitation year will not exceed the maximum permissible amount reduced by the annual additions credited to a Member’s account under the other qualified master and prototype defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions for the same limitation year. If the annual additions with respect to the Member under other qualified master and prototype defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions maintained by the Employer are less than the maximum permissible amount and the employer contribution that would otherwise be contributed or allocated to the Member’s account under this Plan would cause the annual additions for the limitation year to exceed this limitation, the amount contributed or allocated will be reduced so that the annual additions under all such plans and funds for the limitation year will equal the maximum permissible amount. If the annual additions with respect to the Member under such other qualified master and prototype defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions in the aggregate are equal to or greater than the maximum permissible amount, no amount will be contributed or allocated to the Member’s account under this Plan for the limitation year.

(6) Prior to determining the Member’s actual compensation for the limitation year, the Employer may determine the maximum permissible amount for a Member in the manner described in paragraph 2.

(7) As soon as is administratively feasible after the end of the limitation year, the maximum permissible amount for the limitation year will be determined on the basis of the Member’s actual compensation for the limitation year.

(8) If, pursuant to paragraph 7 or as a result of the allocation of forfeitures, a Member’s annual additions under this Plan and such other plans would result in an excess amount for a limitation year, the excess amount will be deemed to consist of the annual additions last allocated, except that annual additions attributable to a simplified employee pension will be deemed to have been allocated first, followed by annual additions to a welfare benefit fund or individual medical account, regardless of the actual allocation date.

(9) If an excess amount was allocated to a Member on an allocation date of this Plan which coincides with an allocation date of another plan, the excess amount attributed to this Plan will be the product of:

(a) the total excess amount allocated as of such date, times

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(d) the ratio of (i) the annual additions allocated to the Member for the limitation year as of such date under this Plan to (ii) the total annual additions allocated to the Member for the limitation year as of such date under this and all the other qualified master or prototype defined contribution plans.

(10) Any excess amount attributed to this Plan will be disposed in the manner described in paragraph 4.

(11) If the Member is covered under another qualified defined contribution plan maintained by the employer which is not a master or prototype plan, annual additions which may be credited to the Member’s account under this Plan for any limitation year will be limited in accordance with paragraphs 5 through 10 as though the other plan were a master or prototype plan.

(12) Definitions. - Annual additions: The sum of the following amounts credited to a Member’s account for the limitation year:

(a) employer contributions;

(b) employee contributions;

(c) forfeitures;

(d) amounts allocated, after March 31, 1984, to an individual medical account, as defined in Plan 415(l)(2) of the Code, which is part of a pension or annuity plan maintained by the employer are treated as annual additions to a defined contribution plan. Also amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in Plan 419A(d)(3) of the Code, under a welfare benefit fund, as defined in Plan 419(e) of the Code, maintained by the employer are treated as annual additions to a defined contribution plan; and

(e) allocations under a simplified employee pension. For this purpose, any excess amount applied under paragraphs 4 or 10 in the limitation year to reduce employer contributions will be considered annual additions for such limitation year.

Compensation will mean compensation as required to be reported under Sections 6041, 6051, and 6052 of the Code (Wages, tips and other

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compensation as reported on Form W-2). Compensation is defined as wages within the meaning of Section 3401(a) and all other payments of compensation to an employee by the employer (in the course of the employer’s trade or business) for which the employer is required to furnish the employee a written statement under Sections 6041(d), 6051(a)(3), and 6052. Compensation must be determined without regard to any rules under Section 3401(a) 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 Section 3401(a)(2)).

For any self-employed individual, compensation will mean earned income. For limitation years beginning after December 31, 1991, for purposes of applying the limitations of this article, compensation for a limitation year is the compensation actually paid or made available in gross income during such limitation year. Notwithstanding the preceding sentence, compensation for a Member in a defined contribution plan who is permanently and totally disabled (as defined in Section 22(e)(3) of the Code) is the compensation such Member would have received for the limitation year if the Member had been paid at the rate of compensation paid immediately before becoming permanently and totally disabled; for limitation years beginning before January 1, 1997, such imputed compensation for the disabled Member may be taken into account only if the Member is not a Highly Compensated Employee and contributions made on behalf of such Member are nonforfeitable when made. For limitation years beginning after December 31, 1997, for purposes of applying the limitations of this article, compensation paid or made available during such limitation year shall include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the employer at the election of the employee and which is not includible in the gross income of the employee by reason of Sections 125, 132(f) or 457.

(13) Defined contribution dollar limitation: $30,000 as adjusted under Plan 415(d).

(14) For purposes of this Section, Employer shall mean the employer that adopts this Plan, and all members of a controlled group of corporations (as defined in Plan 414(b) of the Code as modified by Plan 415(h)), all commonly controlled trades or businesses (as defined in Plan 414(c) as modified by Plan 415(h)) or affiliated service groups (as defined in Plan 414(m)) of which the adopting employer is a part, and any other entity required to be aggregated with the employer pursuant to regulations under Plan 414(o) of the Code.

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(15) Excess amount: The excess of the Member’s annual additions for the limitation year over the maximum permissible amount.

(16) Highest average compensation: The average compensation for the three consecutive years of service with the employer that produces the highest average.

(17) Limitation year: The limitation year as specified by the Employer in the Adoption Agreement. All qualified plans maintained by the employer must use the same limitation year. If the limitation year is amended to a different 12-consecutive month period, the new limitation year must begin on a date within the limitation year in which the amendment is made.

(18) Master or prototype plan: A plan the form of which is the subject of a favorable opinion letter from the Internal Revenue Service.

(19) Maximum permissible amount: The maximum annual addition that may be contributed or allocated to a Member’s account under the Plan for any limitation year beginning before January 1, 2002, shall not exceed the lesser of:

(a) the defined contribution dollar limitation, or

(b) 25 percent of the Member’s compensation for the limitation year.

For limitation years beginning on or after January 1, 2002, except for catch-up contributions described in Code Section 414(v), the annual addition that may be contributed or allocated to a Member’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 Member’s compensation for the limitation year.

The compensation limitation referred to in (b) shall not apply to any contribution for medical benefits (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition under Section 415(l)(1) or 419A(d)(2) of the Code.

If a short limitation year is created because of an amendment changing the limitation year to a different 12-consecutive month period, the maximum permissible amount will not exceed the defined contribution dollar limitation multiplied by the following fraction:

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Number of months in the short limitation year

12.

(20) Membership in the Plan shall not give any Employee the right to be retained in the Employment of the Employer and shall not affect the right of the Employer to discharge any Employee.

(21) Each Member, Spouse and Beneficiary assumes all risk in connection with any decrease in the market value of the assets of the Trust Fund. Neither the Employer nor the Trustee guarantees that upon withdrawal, the value of a Member’s Account will be equal to or greater than the amount of the Member’s own deferrals or contributions, or those credited on his behalf in which the Member has a vested interest, under the Plan.

(22) The establishment, maintenance or crediting of a Member’s Account pursuant to the Plan shall not vest in such Member any right, title or interest in the Trust Fund except at the times and upon the terms and conditions and to the extent expressly set forth in the Plan and the Trust Agreement.

(23) The Trust Fund shall be the sole source of payments under the Plan and the Employer, Plan Administrator and TPA assume no liability or responsibility for such payments, and each Member, Spouse or Beneficiary who shall claim the right to any payment under the Plan shall be entitled to look only to the Trust Fund for such payment.

Section 11.2 Top Heavy Provisions

The Plan will be considered a Top Heavy Plan for any Plan Year if it is determined to be a Top Heavy Plan as of the last day of the preceding Plan Year. The provisions of this Section 11.2 shall apply and supersede all other provisions in the Plan during each Plan Year with respect to which the Plan is determined to be a Top Heavy Plan.

(A) For purposes of this Section 11.2, the following terms shall have the meanings set forth below:

(1) “Affiliate” shall mean any entity affiliated with the Employer within the meaning of Section 414(b), 414(c) or 414(m) of the Code, or pursuant to the IRS Regulations under Section 414(o) of the Code, except that for purposes of applying the provisions hereof with respect to the limitation on contributions, Section 415(h) of the Code shall apply.

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(2) “Aggregation Group” shall mean the group composed of each qualified retirement plan of the Employer or an Affiliate in which a Key Employee is a member and each other qualified retirement plan of the Employer or an Affiliate which enables a plan of the Employer or an Affiliate in which a Key Employee is a member to satisfy Sections 401(a)(4) or 410 of the Code. In addition, the TPA, at the direction of the Plan Administrator, may choose to treat any other qualified retirement plan as a member of the Aggregation Group if such Aggregation Group will continue to satisfy Sections 401(a)(4) and 410 of the Code with such plan being taken into account.

(3) “Key Employee” for Plan Years beginning after December 31, 2001, “Key Employee” shall mean any Employee or former Employee (including any deceased Employee)who at any time during the Plan Year that includes the determination date is an officer of the Employer having an annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5 percent owner of the Employer, or a 1 percent owner of the Employer having an annual compensation of more than $150,000. In determining whether the Plan is Top Heavy for Plan Years beginning prior to January 1, 2002, Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the 5 year period ending on the determination date, is an officer of the Employer having an annual compensation that exceeds 50 percent of the dollar limitation under Section 415(b)(1)(A) of the Codes, an owner (or considered an owner under Section 318 of the Code) of one of the ten largest interests in the Employer if such individuals’ compensation exceeds 100 percent of the dollar limitation under Section 415 (c)(1)(A) of the Code, a 5 percent owner of the Employer, or a 1 percent owner of the Employer who has annual compensation of more than $150,000. For purposes of determining who is a Key Employee pursuant to this Subparagraph (3), compensation shall have the meaning prescribed in Section 415(c)(3) of the Code. The determination of who is a Key Employee shall be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

(4) “Non-Key Employee” shall mean a “Non-Key Employee” as defined in Section 416(i)(2) of the Code and the IRS Regulations thereunder.

(5) “Top Heavy Plan” shall mean a “Top Heavy Plan” as defined in Section 416(g) of the Code and the IRS Regulations thereunder.

(B) Subject to the provisions of Paragraph (C) below, for each Plan Year that the Plan is a Top Heavy Plan, the Employer’s contribution (including contributions attributable

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to salary reduction or similar arrangements) allocable to each Employee (or to all eligible employees other than Key Employees at the election of the Employer) who has satisfied the eligibility requirement(s) of Article II, Section 2, and who is in service at the end of the Plan Year, shall not be less than the lesser of (i) 3% of such eligible Employee’s compensation (as defined in Section 414(s) of the Code or to the extent required by the Code or the IRS Regulations, Section 1.415-2(d) of the Regulations), or (ii) the percentage at which Employer contributions for such Plan Year are made and allocated on behalf of the Key Employee for whom such percentage is the highest. For the purpose of determining the appropriate percentage under clause (ii), all defined contribution plans required to be included in an Aggregation Group shall be treated as one plan. Clause (ii) shall not apply if the Plan is required to be included in an Aggregation Group which enables a defined benefit plan also required to be included in said Aggregation Group to satisfy Sections 401(a)(4) or 410 of the Code.

If the Plan is a Top Heavy Plan for any Plan Year and (i) the Employer has elected a vesting schedule under Article VI for an employer contribution type which does not satisfy the minimum Top Heavy vesting requirements or (ii) if the Employer has not elected a vesting schedule for an employer contribution type, the vested interest of each Member, who is credited with at least one Hour of Employment on or after the Plan becomes a Top Heavy Plan, for each employer contribution type in his Account described in clause (i) or (ii) above, shall not be less than the percentage determined in accordance with the following schedule:

Completed Years of Employment	Vested Percentage
Less than 2	0	%
2 but less than 3	20	%
3 but less than 4	40	%
4 but less than 5	60	%
5 but less than 6	80	%
6 or more	100	%

Notwithstanding the schedule provided above, if the Plan is a Top Heavy Plan for any Plan Year and if an Employer has elected a cliff vesting schedule for an employer contribution type described in clause (i) or (ii) above, the vested interest of each Member, who is credited with at least one Hour of Employment on or after the Plan becomes a Top Heavy Plan, for such employer contribution type in his Account, shall not be less than the percentage determined in accordance with the following schedule:

Completed Years of Employment	Vested Percentage
Less than 3	0	%
3 or more	100	%

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In the event that an Employer elects, in its Adoption Agreement, to use the hour of service method for determining vesting service, Year of Service shall be substituted for Year of Employment for determining vesting under this Article X.

(C) The TPA shall, to the maximum extent permitted by the Code and in accordance with the IRS Regulations, apply the provisions of this Section 11.2 by taking into account the benefits payable and the contributions made under any other qualified plan maintained by the Employer, to prevent inappropriate omissions or required duplication of minimum contributions.

Section 11.3 Information and Communications

Each Employer, Member, Spouse and Beneficiary shall be required to furnish the TPA with such information and data as may be considered necessary by the TPA. All notices, instructions and other communications with respect to the Plan shall be in such form as is prescribed from time to time by the TPA, shall be mailed by first class mail or delivered personally, and shall be deemed to have been duly given and delivered only upon actual receipt thereof by the TPA. All information and data submitted by an Employer or a Member, including a Member’s birth date, marital status, salary and circumstances of his Employment and termination thereof, may be accepted and relied upon by the TPA. All communications from the Employer or the Trustee to a Member, Spouse or Beneficiary shall be deemed to have been duly given if mailed by first class mail to the address of such person as last shown on the records of the Plan.

Section 11.4 Small Account Balances

Notwithstanding the foregoing provisions of the Plan, and except as provided in Section 7.3, if the value of all portions of a Member’s Account under the Plan, when aggregated exceeds $500, then the Account will not be distributed without the consent of the Member prior to age 65 (at the earliest), but if the aggregate value of all portions of his Account is $500 or less, then his Account will be distributed in cash in a lump sum as soon as practicable following the termination of Employment by the Member.

Section 11.5 Amounts Payable to Incompetents, Minors or Estates

If the Plan Administrator shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due him or his estate (unless a prior claim therefore has been made by a duly appointed legal representative) may be paid to his Spouse, relative or any other person deemed by the Plan Administrator to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Trust Fund therefor.

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Section 11.6 Non-Alienation of Amounts

Except insofar as may otherwise be required by applicable law, or Article VIII, or pursuant to the terms of a Qualified Domestic Relations Order, no amount payable under the Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind, and any attempt to so alienate shall be void; nor shall the Trust Fund in any manner be liable for or subject to the debts or liabilities of any person entitled to any such amount payable; and further, if for any reason any amount payable under the Plan would not devolve upon such person entitled thereto, then the Employer, in its discretion, may terminate his interest and hold or apply such amount for the benefit of such person or his dependents as it may deem proper. For the purposes of the Plan, a “Qualified Domestic Relations Order” means any judgment, decree or order (including approval of a property settlement agreement) which has been determined by the Plan Administrator, in accordance with procedures established under the Plan, to constitute a Qualified Domestic Relations Order within the meaning of Section 414(p)(1) of the Code (or any domestic relations order entered before January 1, 1985). No amounts may be withdrawn under Article VII, and no loans granted under Article VIII, if the TPA has received a document which may be determined following its receipt to be a Qualified Domestic Relations Order prior to completion of review of such order by the Plan Administrator within the time period prescribed for such review by the IRS Regulations.

Section 11.7 Unclaimed Amounts Payable

If the TPA cannot ascertain the whereabouts of any person to whom an amount is payable under the Plan, and if, after 5 years from the date such payment is due, a notice of such payment due is mailed to the address of such person, as last shown on the records of the Plan, and within 3 months after such mailing such person has not filed with the TPA or Plan Administrator written claim therefore, the Plan Administrator may direct in accordance with ERISA that the payment (including the amount allocable to the Member’s contributions) be cancelled, and used in abatement of the Plan’s administrative expenses, provided that appropriate provision is made for re-crediting the payment if such person subsequently makes a claim therefore.

Section 11.8 Leaves of Absence

(A) If the Employer’s personnel policies allow leaves of absence for all similarly situated Employees on a uniformly available basis under the circumstances described in Paragraphs (B)(1)-(4) below, then contribution allocations and vesting service will continue to the extent provided in Paragraphs (B)(1)-(4).

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(B) For purposes of the Plan, there are four types of approved Leaves of Absence:

(1) Nonmilitary leave granted to a Member for a period not in excess of one year during which service is recognized for vesting purposes and the Member is entitled to share in any supplemental contributions under Article III or forfeitures under Article VI, if any, on a pro-rata basis, determined by the Salary earned during the Plan Year or Contribution Determination Period; or

(2) Nonmilitary leave or layoff granted to a Member for a period not in excess of one year during which service is recognized for vesting purposes, but the Member is not entitled to share in any contributions or forfeitures as defined under (1) above, if any, during the period of the leave; or

(3) To the extent not otherwise required by applicable law, military or other governmental service leave granted to a Member from which he returns directly to the service of the Employer. Under this leave, a Member may not share in any contributions or forfeitures as defined under (1) above, if any, during the period of the leave, but vesting service will continue to accrue; or

(4) To the extent not otherwise required by applicable law, a military leave granted at the option of the Employer to a Member who is subject to military service pursuant to an involuntary call-up in the Reserves of the U.S. Armed Services from which he returns to the service of the Employer within 90 days of his discharge from such military service. Under this leave, a Member is entitled to share in any contributions or forfeitures as defined under (1) above, if any, and vesting service will continue to accrue. Notwithstanding any provision of the Plan to the contrary, if a Member has one or more loans outstanding at the time of this leave, repayments on such loan(s) may be suspended, if the Member so elects, until such time as the Member returns to the service of the Employer or the end of the leave, if earlier.

(C) Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contribution allocations and vesting service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. Loan repayments will be suspended under this Plan as permitted under Section 414(u)(4) of the Code during such period of qualified military service.

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Section 11.9 Return of Contributions to Employer

(A) In the case of a contribution that is made by an Employer by reason of a mistake of fact, the Employer may request the return to it of such contribution within one year after the payment of the contribution, provided such refund is made within one year after the payment of the contribution.

(B) In the case of a contribution made by an Employer or a contribution otherwise deemed to be an Employer contribution under the Code, such contribution shall be conditioned upon the deductibility of the contribution by the Employer under Section 404 of the Code. To the extent the deduction for such contribution is disallowed, in accordance with IRS Regulations, the Employer may request the return to it of such contribution within one year after the disallowance of the deduction.

(C) In the event that the IRS determines that the Plan is not initially qualified under the Code, any contribution made incident to that initial qualification by the Employer must be returned to the Employer within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Employer’s return for the taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe.

The contributions returned under (A), (B) or (C) above may not include any gains on such excess contributions, but must be reduced by any losses.

Section 11.10 Controlling Law

The Plan and all rights thereunder shall be governed by and construed in accordance with ERISA and the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

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ARTICLE XII

AMENDMENT & TERMINATION

Section 12.1 General

While the Plan is intended to be permanent, the Plan may be amended or terminated completely by the Employer at any time by appropriate action of its Board of Directors. Except where necessary to qualify the Plan or to maintain qualification of the Plan, no amendment shall reduce any interest of a Member existing prior to such amendment. Subject to the terms of the Adoption Agreement, written notice of such amendment or termination as resolved by the Employer’s Board of Directors shall be given to the Trustee, the Plan Administrator and the TPA. Such notice shall set forth the effective date of the amendment or termination or cessation of contributions.

If the Employer’s plan fails to attain or retain qualification, such plan will no longer participate in this master/prototype plan and will be considered an individually designed plan.

Section 12.2 Termination of Plan and Trust

This Plan and any related Trust Agreement shall in any event terminate whenever all property held by the Trustee shall have been distributed in accordance with the terms hereof.

Section 12.3 Liquidation of Trust Assets in the Event of Termination

In the event that the Employer’s Board of Directors shall decide to terminate the Plan, or, in the event of complete cessation of Employer contributions, the rights of Members to the amounts standing to their credit in their Accounts shall be deemed fully vested and the Plan Administrator shall direct the Trustee to either continue the Trust in full force and effect and continue so much of the Plan in full force and effect as is necessary to carry out the orderly distribution of benefits to Members and their Beneficiaries upon retirement, Disability, death or termination of Employment; or (a) reduce to cash such part or all of the Plan assets as the Plan Administrator may deem appropriate; (b) pay the liabilities, if any, of the Plan; (c) value the remaining assets of the Plan as of the date of notification of termination and proportionately adjust Members’ Account balances; (d) distribute such assets in cash to the credit of their respective Accounts as of the notification of the termination date; and (e) distribute all balances which have been segregated into a separate fund to the persons entitled thereto; provided that no person in the event of termination shall be required to accept distribution in any form other than cash.

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Section 12.4 Partial Termination

The Employer may terminate the Plan in part without causing a complete termination of the Plan. In the event a partial termination occurs, the Plan Administrator shall determine the portion of the Plan assets attributable to the Members affected by such partial termination and the provisions of Section 12.3 shall apply with respect to such portion as if it were a separate fund.

Section 12.5 Power to Amend

(A) Subject to Section 12.6, the Employer, through its Board of Directors, shall have the power to amend the Plan in any manner which it deems desirable, including, but not by way of limitation, the right to change or modify the method of allocation of contributions, to change any provision relating to the distribution of payment, or both, of any of the assets of the Trust Fund. Further, the Employer may (i) change the choice of options in the Adoption Agreement; (ii) add overriding language in the Adoption Agreement when such language is necessary to satisfy Section 415 or Section 416 of the Code because of the required aggregation of multiple plans; and (iii) add certain model amendments published by the IRS which specifically provide that their adoption will not cause the Plan to be treated as individually designed. An Employer that amends the Plan for any other reason, will be considered to have an individually designed plan.

Any amendment shall become effective upon the vote of the Board of Directors of the Employer, unless such vote of the Board of Directors of the Employer specifies the effective date of the amendment.

Such effective date of the amendment may be made retroactive to the vote of the Board of Directors, to the extent permitted by law.

(B) The Employer expressly recognizes the authority of the Sponsor, Pentegra Services, Inc., to amend the Plan from time to time, except with respect to elections of the Employer in the Adoption Agreement, and the Employer shall be deemed to have consented to any such amendment. The Employer shall receive a written instrument indicating the amendment of the Plan and such amendment shall become effective as of the date of such instrument. No such amendment shall in any way impair, reduce or affect any Member’s vested and nonforfeitable rights in the Plan and Trust.

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Section 12.6 Solely for Benefit of Members, Terminated Members and their Beneficiaries

No changes may be made in the Plan which shall vest in the Employer, directly or indirectly, any interest, ownership or control in any of the present or future assets of the Trust Fund.

No part of the funds of the Trust other than such part as may be required to pay taxes, administration expenses and fees, shall be reduced by any amendment or be otherwise used for or diverted to purposes other than the exclusive benefit of Members, retired Members, Former Members, and their Beneficiaries, except as otherwise provided in Section 11.9 and under applicable law.

No amendment shall become effective which reduces the nonforfeitable percentage of benefit that would be payable to any Member if his Employment were to terminate and no amendment which modifies the method of determining that percentage shall be made effective with respect to any Member with at least three Years of Service unless such member is permitted to elect, within a reasonable period after the adoption of such amendment, to have that percentage determined without regard to such amendment.

Section 12.7 Successor to Business of the Employer

Unless this Plan and the related Trust Agreement be sooner terminated, a successor to the business of the Employer by whatever form or manner resulting may continue the Plan and the related Trust Agreement by executing appropriate supplementary agreements and such successor shall thereupon succeed to all the rights, powers and duties of the Employer hereunder. The Employment of any Employee who has continued in the employ of such successor shall not be deemed to have terminated or severed for any purpose hereunder if such supplemental agreement so provides.

Section 12.8 Merger, Consolidation and Transfer

The Plan shall not be merged or consolidated, in whole or in part, with any other plan, nor shall any assets or liabilities of the Plan be transferred to any other plan unless the benefit that would be payable to any affected Member under such plan if it terminated immediately after the merger, consolidation or transfer, is equal to or greater than the benefit that would be payable to the affected Member under this Plan if it terminated immediately before the merger, consolidation or transfer.

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Section 12.9 Revocability

This Plan is based upon the condition precedent that it shall be approved by the Internal Revenue Service as qualified under Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code. Accordingly, notwithstanding anything herein to the contrary, if a final ruling shall be received in writing from the IRS that the Plan does not initially qualify under the terms of Sections 401(a) and 501(a) of the Code, there shall be no vesting in any Member of assets contributed by the Employer and held by the Trustee under the Plan. Upon receipt of notification from the IRS that the Plan fails to qualify as aforesaid, the Employer reserves the right, at its option, to either amend the Plan in such manner as may be necessary or advisable so that the Plan may so qualify, or to withdraw and terminate the Plan.

Upon the event of withdrawal and termination, the Employer shall notify the Trustee and provide the Trustee with a copy of such ruling and the Trustee shall transfer, and in accordance with applicable law, pay over to the Employer (or, as applicable and to the extent attributable to Member after-tax contributions, 401(k) deferrals or rollover amounts, to the Members) all of the net assets under the Plan which remain after deducting the proper expense of termination and the Trust Agreement shall thereupon terminate. For purposes of this Article XI, “final ruling” shall mean either (1) the initial letter ruling from the District Director in response to the Employer’s original application for such a ruling, or (2) if such letter ruling is unfavorable and a written appeal is taken or protest filed within 60 days of the date of such letter ruling, it shall mean the ruling received in response to such appeal or protest.

If the Plan is terminated or otherwise merged with, or its assets or liabilities are transferred to, another tax-qualified plan, the Plan Administrator shall promptly notify the IRS and such other appropriate governmental authority as applicable law may require and shall notify the TPA. Neither the Employer nor its Employees shall make any further contributions under the Plan after the termination merger or transfer date, except that the Employer shall remit to the TPA a reasonable administrative fee to be determined by the TPA for each Member with a balance in his Account to defray the cost of implementing the Plan’s termination, merger or transfer. Where the Employer has terminated the Plan pursuant to this Article, the Employer may elect to transfer assets from the Plan to a successor plan qualified under Section 401(a) of the Code in which event the Employer shall remit to the TPA an additional administrative fee to be determined by the TPA to defray the cost of such transfer transaction.

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TRUSTS ESTABLISHED UNDER THE PLAN

Assets of the Plan are held in trust under separate Trust Agreements with the Trustee or Trustees. Any eligible Employee or Member may obtain a copy of these Trust Agreements from the Plan Administrator.

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the Plan by the Employer, the Employer has caused these presents to be executed on its behalf and its corporate seal to be hereunder affixed as of the          day of                     , 20         .

ATTEST: [EMPLOYER NAME]
	By
	Name
	Title

110

Pentegra Services, Inc.

108 Corporate Park Drive

White Plains, NY 10604-3805

Tel: 800-872-3473

Fax: 914-694-9384

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EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Tempo Bank

We hereby consent to the use in this Form SB-2 of our report dated May 5, 2006 appearing in the Prospectus, which is part of this Form SB-2, and to the references to our firm under the heading “Experts” in such Prospectus.

/s/ Michael Trokey & Company, P.C.

Certified Public Accountants

January 30, 2007

St. Louis, Missouri

EX-99.2

Exhibit 99.2

KEEFE, BRUYETTE & WOODS, INC.

February XX, 2007

To Members and Friends of Tempo Bank

Keefe, Bruyette & Woods, Inc., a member of the National Association of Securities Dealers, Inc., is assisting Tempo Bank in reorganizing into the mutual holding company structure. In connection with the Reorganization, Sugar Creek Financial Corp., the newly-formed mid-tier holding company for Tempo Bank, is offering common stock in a subscription and community offering to certain members of Tempo Bank and an employee stock ownership plan established by Tempo Bank pursuant to a Plan of Reorganization and Stock Issuance.

At the request of Sugar Creek Financial Corp., we are enclosing materials explaining this process and your options, including an opportunity to invest in shares of Sugar Creek Financial Corp. common stock until 12:00 Noon, Central Time, on March XX, 2007. Please read the enclosed offering materials carefully, including the Prospectus, for a complete description of the stock offering.

If you have any questions, please visit our Stock Information Center located at 28 West Broadway, Trenton, Illinois, Monday 10:00a.m. to 5:00p.m., Tuesday - Thursday 9:00a.m. to 5:00p.m. and Friday from 9:00 a.m. to 12:00 Noon, Central Time, or feel free to call the Stock Information Center at (618) 224-9095.

Very truly yours,

Keefe, Bruyette & Woods, Inc.

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY TEMPO BANK, SUGAR CREEK FINANCIAL CORP., SUGAR CREEK MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION 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.

February XX, 2007

Dear Friend:

We are pleased to announce that Tempo Bank is reorganizing into the mutual holding company structure. In connection with the reorganization, Sugar Creek Financial Corp., a newly-formed mid-tier holding company for Tempo Bank, is offering common stock in a subscription and community offering to certain members of Tempo Bank and an employee stock ownership plan established by Tempo Bank pursuant to a Plan of Reorganization and Stock Issuance.

Because we believe you may be interested in learning more about the merits of Sugar Creek Financial Corp.’s common stock as an investment, we are sending you the following materials which describe the offering.

PROSPECTUS: This document provides detailed information about Tempo Bank’s operations and the proposed offering of Sugar Creek Financial Corp.’s common stock.

STOCK ORDER AND CERTIFICATION FORM: This form can be used to purchase stock by returning it with your payment in the enclosed business reply envelope. Your order must be received by 12:00 Noon, Central Time, on March XX, 2007.

You will have the opportunity to buy common stock directly from Sugar Creek Financial Corp. in the offering without paying a commission or fee. If you have any questions regarding the reorganization and offering, please call us at (618) 224-9095, Monday 10:00a.m. to 5:00p.m., Tuesday - Thursday 9:00a.m. to 5:00p.m. and Friday from 9:00 a.m. to 12:00 Noon, Central Time, or stop by our Stock Information Center located at 28 West Broadway, Trenton, Illinois.

We are pleased to offer you this opportunity to become a stockholder of Sugar Creek Financial Corp.

Sincerely,

Robert J. Stroh, Jr.

Chairman, Chief Executive Officer

and Chief Financial Officer

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY TEMPO BANK, SUGAR CREEK FINANCIAL CORP., SUGAR CREEK MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION 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.

February XX, 2007

Dear Member:

We are pleased to announce that Tempo Bank is reorganizing into the mutual holding company structure. In connection with the reorganization, Sugar Creek Financial Corp., a newly-formed mid-tier holding company for Tempo Bank, is offering common stock in a subscription and community offering to certain members of Tempo Bank and an employee stock ownership plan established by Tempo Bank pursuant to a Plan of Reorganization and Stock Issuance.

To accomplish this reorganization, we need your participation in an important vote. Enclosed is a proxy statement describing the Plan of Reorganization and Stock Issuance, your voting rights and your rights to subscribe for shares of common stock being offered for sale by Sugar Creek Financial Corp. YOUR VOTE IS VERY IMPORTANT.

Enclosed, as part of the proxy material, is your proxy card. This proxy card should be signed and returned to us prior to the special meeting of members on March XX, 2007. 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 believes the Reorganization will offer a number of advantages, such as an opportunity for depositors of Tempo Bank to become stockholders of Sugar Creek Financial Corp. Please remember:

• Your deposit accounts 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 account or loan because of the reorganization.

• Members have a right, but not an obligation, to buy Sugar Creek Financial Corp. common stock and may do so without the payment of a commission or fee before it is offered to the general public.

• Like all stock, shares of Sugar Creek Financial Corp. common stock issued in this offering will not be insured by the FDIC.

Enclosed is a prospectus containing a complete discussion of the stock offering. We urge you to read this document carefully. If you are interested in purchasing the common stock of Sugar Creek Financial Corp., you must submit your Stock Order and Certification Form and payment prior to 12:00 Noon, Central Time, on March XX, 2007.

If you have any questions regarding the offering, please call us at (618) 224-9095, Monday 10:00a.m. to 5:00p.m., Tuesday - Thursday 9:00a.m. to 5:00p.m. and Friday from 9:00 a.m. to 12:00 Noon, Central Time, or stop by our Stock Information Center located at 28 West Broadway, Trenton, Illinois.

Sincerely,

Robert J. Stroh, Jr.

Chairman, Chief Executive Officer

and Chief Financial Officer

THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, TEMPO BANK, SUGAR CREEK FINANCIAL CORP., SUGAR CREEK MHC, OR ANY 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.

February XX, 2007

Dear Prospective Investor:

We are pleased to announce that Tempo Bank is reorganizing into the mutual holding company structure. In connection with the reorganization, Sugar Creek Financial Corp., the newly-formed mid-tier holding company for Tempo Bank, is offering common stock in a subscription and community offering to certain members of Tempo Bank and an employee stock ownership plan established by Tempo Bank pursuant to a Plan of Reorganization and Stock Issuance.

We have enclosed the following materials that will help you learn more about the merits of Sugar Creek Financial Corp. common stock as an investment. Please read and review the materials carefully.

PROSPECTUS: This document provides detailed information about Tempo Bank’s operations and the proposed offering of Sugar Creek Financial Corp.’s common stock.

STOCK ORDER AND CERTIFICATION FORM: This form can be used to purchase stock by returning it with your payment in the enclosed business reply envelope. Your order must be received by 12:00 noon, Central Time, March XX, 2007.

We invite you and other community members to become stockholders of Sugar Creek Financial Corp. Through this offering you have the opportunity to buy stock directly from Sugar Creek Financial Corp. without paying a commission or a fee.

If you have any questions regarding the reorganization, please call us at (618) 224-9095 Monday 10:00a.m. to 5:00p.m., Tuesday - Thursday 9:00a.m. to 5:00p.m. and Friday from 9:00 a.m. to 12:00 Noon, Central Time, or stop by our Stock Information Center located at 28 West Broadway, Trenton, Illinois.

Sincerely,

Robert J. Stroh, Jr.

Chairman, Chief Executive Officer

and Chief Financial Officer

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY TEMPO BANK, SUGAR CREEK FINANCIAL CORP., SUGAR CREEK MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION 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.

February XX, 2007

Dear Member:

We are pleased to announce that Tempo Bank is reorganizing into the mutual holding company structure. In connection with the Reorganization, Sugar Creek Financial Corp., a newly-formed mid-tier holding company for Tempo Bank, is offering common stock in a subscription and community offering to certain members of Tempo Bank and an employee stock ownership plan established by Tempo Bank pursuant to a Plan of Reorganization and Stock Issuance.

Unfortunately, Sugar Creek Financial Corp. is unable to either offer or sell its common stock to you because the small number of eligible subscribers in your jurisdiction makes registration or qualification of the common stock under the securities laws of your jurisdiction impractical, for reasons of cost or otherwise. Accordingly, this letter should not be considered an offer to sell or a solicitation of an offer to buy the common stock of Sugar Creek Financial Corp.

However, as a member of Tempo Bank, you have the right to vote on the Plan of Reorganization and Stock Issuance Plan at the Special Meeting of Members to be held on March XX, 2007 at XX:00 a.m. Central Time. Enclosed is a proxy card, a Proxy Statement (which includes the Notice of the Special Meeting), a Prospectus (which contains information incorporated into the Proxy Statement) and a return envelope for your proxy card.

We invite you to attend the Special Meeting of Members on March XX, 2007. However, whether or not you are able to attend, please complete the enclosed proxy card and return it in the enclosed envelope.

Sincerely,

Robert J. Stroh, Jr.

Chairman, Chief Executive Officer

and Chief Financial Officer

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY TEMPO BANK, SUGAR CREEK FINANCIAL CORP., SUGAR CREEK MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION 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.

What Investors Need to Know

Key concepts for investors to bear in mind when considering whether to participate in a conversion offering, or a stock offering by a subsidiary of a mutual holding company, include the following:

• Know the Rules By law, accountholders cannot sell or transfer their priority subscription rights, or the stock itself, prior to the completion of a financial institution’s conversion. Moreover, accountholders cannot enter into agreements or arrangements to sell or transfer either their subscription rights or the underlying conversion stock.

• “Neither a Borrower nor a Lender Be” If someone offers to lend you money so that you can participate or participate more fully in a conversion, be extremely wary. Be even more wary if the source of the money is someone you do not know. The loan agreement may make you unable to certify truthfully that you are the true holder of the subscription rights and the true purchaser of the stock and that you have no agreements regarding the sale or transfer of the stock.

• Watch Out for Opportunists The opportunist may tell you that he or she is a lawyer or a consultant or a professional investor or some similarly impressive tale who has experience with similar mutual conversion transactions. The opportunist may go to extreme lengths to assure you that the arrangement you are entering into is legitimate. They might tell you that they have done scores of these transactions and that this is simply how they work. Or they might downplay the warnings or restrictions in the prospectus or order form, telling you that “everyone” enters into such agreements or that the deal they are offering is legitimate. They may also tell you that you have no risk in the transaction. The cold, hard truth is that these are lies, and if you participate, you are breaking the law.

• Get the Facts from the Source If you have any questions about the securities offering, ask the savings bank or savings association for more information. If you have any doubts about a transaction proposed to you by someone else, ask the financial institution whether the proposed arrangement is proper. You may be able to find helpful resources on the institution’s website or by visiting a branch office.

The bottom line for investors is always to remember that if an opportunity sounds too good to be true, it probably is too good to be true.

Read This First

Office of Thrift Supervision Guidance for Accountholders

Your financial institution is in the process of selling stock to the public, in either a mutual-to-stock conversion or a stock issuance by a subsidiary of a mutual holding company. As an accountholder at this institution, you have certain priority subscription rights to purchase stock in the offering. These priority subscription rights are non-transferable. If you subscribe for stock, you will be asked to sign a statement that the purchase is for your own account, and that you have no agreement or understanding regarding the subsequent sale or transfer of any shares you receive.

On occasion, unscrupulous people attempt to persuade accountholders to transfer subscription rights, or to purchase shares in the offering based on the understanding that the shares will subsequently be transferred to others. Such arrangements violate federal regulations. If you participate in these schemes, you are breaking the law and may be subject to prosecution. If someone attempts to persuade you to participate in such a scheme, please contact Office of Thrift Supervision (OTS) at (202) 906-6202. OTS is very interested in ensuring that the prohibitions on transfer of subscription rights are not violated.

How will you know if you are being approached illegally? Typically, a fraudulent opportunist will approach you and offer to “loan” you money to purchase a significant amount of stock in the offering. In exchange for that “loan” you most likely will be asked either to transfer control of any stock purchased with that money to an account the other person controls, or sell the stock and give the majority of the profits to the other person. You may be told, untruthfully, that there is no risk to you, that the practice is common, and even if you are caught, that your legal expenses will be covered.

On the back of this page is a list of some key concepts that you should keep in mind when considering whether to participate in a mutual-to-stock conversion or stock issuance by a mutual holding company subsidiary. If you have questions, please contact the stock information center listed elsewhere in the literature you are receiving. Alternatively, you can contact us at: ombudsman@ots.treas.gov.

[Logo Tempo Bank]

PROXY GRAM

PLEASE VOTE TODAY...

We recently sent you a proxy statement and related materials regarding a proposal to reorganize Tempo Bank into the mutual holding company structure.

Your vote on the Plan of Reorganization and Stock Issuance 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! You can also vote your proxy by telephone or the internet by following the instructions on your proxy card. If you received more than one proxy card, please be sure to sign and return all cards you received.

Thank you,

Robert J. Stroh, Jr.

Chairman, Chief Executive Officer

and Chief Financial Officer

Tempo Bank

Trenton, Illinois

If you have already mailed your proxy card(s), please accept our thanks and disregard this notice.

For further information, call (618) 224-9095.

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY TEMPO BANK, SUGAR CREEK FINANCIAL CORP., SUGAR CREEK MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION 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 Tempo Bank]

PROXY GRAM II

PLEASE VOTE TODAY...

We recently sent you a proxy statement and related materials regarding a proposal to reorganize Tempo Bank into the mutual holding company structure.

Your vote on the Plan of Reorganization and Stock Issuance 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.

• Support future lending and operational growth.

• Better 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.

Your Vote Is Important To Us!

Please sign the enclosed proxy card and return it in the postage-paid envelope provided TODAY! You can also vote your proxy by telephone or the internet by following the instructions on your proxy card. If you received more than one proxy card, please be sure to sign and return all cards you received.

Thank you,

Robert J. Stroh, Jr.

Chairman, Chief Executive Officer

and Chief Financial Officer

Tempo Bank

If you have already mailed your proxy card(s), please accept our thanks and disregard this notice.

For further information, call (618) 224-9095.

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY TEMPO BANK, SUGAR CREEK FINANCIAL CORP., SUGAR CREEK MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION 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} Tempo Bank

Proxy Gram III

March XX, 2007

Dear Valued Tempo Bank Member:

We recently forwarded you a proxy statement and related materials regarding a proposal to reorganize Tempo Bank into the mutual holding company structure. This reorganization will allow us to operate in essentially the same manner as we currently operate, but will provide us with the flexibility to increase our capital, continue to support future lending and operational growth, and support future branching activities and/or the acquisition of financial services companies.

As of the date of this letter, your vote on our Plan of Reorganization and Stock Issuance has not yet been received. Your Board of Directors unanimously recommends a vote “FOR” the Plan of Reorganization and Stock Issuance. 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 March XX, 2007 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 (618) 224-9095.

Best regards and thank you,

Robert J. Stroh, Jr.

Chairman, Chief Executive Officer

and Chief Financial Officer

THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, TEMPO BANK, SUGAR CREEK FINANCIAL CORP., SUGAR CREEK MHC OR ANY 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 Tempo Bank unanimously adopted a Plan of Reorganization and Stock Issuance to reorganize into a mutual holding company structure. As a result of the reorganization, Sugar Creek Financial Corp. will become the federally chartered parent holding company of Tempo Bank (“Tempo”), and Sugar Creek Financial Corp. will be 55% owned by Sugar Creek MHC. In connection with the reorganization, Sugar Creek Financial Corp. is offering a minority of its common stock in a subscription offering to the public pursuant to a Plan of Reorganization and Stock Issuance. Sugar Creek MHC will be the majority stockholder of the common stock of Sugar Creek Financial Corp. after the reorganization.

This brochure answers some of the most frequently asked questions about the reorganization and about your opportunity to invest in Sugar Creek Financial Corp.

Investment in the stock of Sugar Creek Financial Corp. involves certain risks. For a discussion of these risks and other factors, including a complete description of the offering, investors are urged to read the accompanying Prospectus, especially the discussion under the heading “Risk Factors.”

WHAT IS THE PURPOSE OF THE REORGANIZATION?

The primary reasons for the Plan of Reorganization and Stock Issuance are to increase the capital of Tempo Bank; support future lending and operational growth; support future branching activities and/or the acquisition of financial services companies; and implement equity compensation plans to retain and attract qualified directors, officers and staff and to enhance our current incentive-based compensation programs.

WILL THE REORGANIZATION AFFECT ANY OF MY DEPOSIT ACCOUNTS OR LOANS?

No. The reorganization will not affect the balance or terms of any deposit account or loan. Your deposits will continue to be federally insured by the Federal Deposit Insurance Corporation (“FDIC”) to the maximum legal limit. Your deposit account is not being converted to stock.

DO DEPOSITORS HAVE TO BUY STOCK?

No. However, the reorganization will allow Tempo’s depositors an opportunity to buy stock and become stockholders of Sugar Creek Financial Corp.

WHO IS ELIGIBLE TO PURCHASE STOCK IN THE SUBSCRIPTION OFFERING?

Certain members of Tempo and the Tempo employee stock ownership plan.

HOW MANY SHARES OF STOCK ARE BEING OFFERED AND AT WHAT PRICE?

Sugar Creek Financial Corp. is offering through the Prospectus between 363,375 and 491,625 shares of common stock at a price of $10.00 per share. The maximum number of shares that we may sell in the stock offering may increase by 15% to 565,369 shares as a result of regulatory considerations or changes in financial markets.

HOW MUCH STOCK MAY I BUY?

The minimum order is 25 shares or $250. No person may purchase more than 10,000 shares or $100,000 of common stock in the subscription offering, and no person, together with associates of and persons acting in concert with such persons, may purchase more than 10,000 shares or $100,000 of common stock.

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 Tempo prior to 12:00 Noon, Central Time, on March XX, 2007.

HOW MAY I PAY FOR MY SHARES OF STOCK?

First, you may pay for stock by check, cash or money order. If paying by cash, please stop at any one of Tempo’s tellers and convert your cash to a check. Interest will be paid by Tempo on these funds at the statement savings annual percentage yield from the day the funds are received until the reorganization is completed or terminated. Second, you may authorize us to withdraw funds from your Tempo savings account or certificate of deposit for the amount of funds you specify for payment. You will not have access to these funds from the day we receive your order until the reorganization is completed or terminated. Tempo will waive any early withdrawal penalties on certificate of deposit accounts used to purchase stock.

CAN I PURCHASE SHARES USING FUNDS IN MY TEMPO IRA?

Potentially. However, you must establish a self-directed IRA account at a brokerage firm or trust department to which you can transfer a portion or all of your IRA account at Tempo that will enable such purchase. Please contact your broker or self-directed IRA provider as soon as possible if you want to explore this option, as such transactions take time.

MAY I OBTAIN A LOAN FROM TEMPO TO PAY FOR THE STOCK?

No. Regulations do not allow Tempo to make loans for this purpose, nor may you use a Tempo 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 titled, “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 Tempo’s statement savings rate. If payment was to be made by withdrawal from a Tempo deposit account, excess funds will remain in that account.

WILL THE STOCK BE INSURED?

No. Like any other common stock, Sugar Creek Financial Corp.’s stock will not be insured.

WILL DIVIDENDS BE PAID ON THE STOCK?

We have not yet determined whether we will pay a dividend on the common stock. After the offering, our board of directors will consider a policy of paying regular cash dividends. The board of directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends.

HOW WILL THE STOCK BE TRADED?

We expect that our common stock will be quoted on the OTC Bulletin Board after this offering.

ARE OFFICERS AND DIRECTORS OF TEMPO PLANNING TO PURCHASE STOCK?

Yes! Tempo’s senior officers and directors plan to purchase, in the aggregate, $366,000 worth of stock.

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?

Yes. Your “YES” vote is very important!

PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS AT YOUR EARLIEST CONVENIENCE! NOT RETURNING YOUR PROXY CARDS HAS THE SAME EFFECT AS VOTING AGAINST THE REORGANIZATION.

MAY I VOTE IN PERSON AT THE SPECIAL MEETING OF MEMBERS?

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 by giving notice at the special meeting.

Stock Information Center

(618) 224-9095

Sugar Creek Financial Corp.

28 West Broadway

Trenton, Illinois 62293

The Reorganization

and

Stock Issuance

QUESTIONS

&

ANSWERS

Sugar Creek Financial

Corp.

[LOGO]

The proposed parent stock holding company

for Tempo

THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY TEMPO BANK, SUGAR CREEK FINANCIAL CORP, SUGAR CREEK MHC, THE FEDERAL DEPOSIT INSURANCE CORPORATION 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-99.3

Exhibit 99.3

Tempo Bank REVOCABLE PROXY

1. The amended and restated plan of reorganization and stock issuance, pursuant to which Tempo Bank will be reorganized into the mutual holding company structure (as described on the reverse side of this proxy card).

FOR   ¨                     AGAINST  ¨

The undersigned hereby acknowledges receipt of a Notice of Special Meeting of Members of Tempo Bank called for on March XX, 2007 and a Proxy Statement for the Special Meeting prior to the signing of this proxy card.
Signature	Date:
Signature	Date:
IMPORTANT: Please sign your name exactly as it appears on this proxy. Joint accounts need only one signature. When signing as an attorney, administrator, agent, officer, executor, trustee, guardian, etc., please add your full title to the signature.

IMPORTANT: Please detach, sign and return all proxies from all packets received in the enclosed postage paid envelope

FAILURE TO VOTE IS EFFECTIVELY THE SAME AS A “NO” VOTE

STOCK ORDER FORM

SEND OVERNIGHT PACKAGES TO:

Sugar Creek Financial Corp.

Attn: Stock Information Center

28 West Broadway

Trenton, Illinois 62293

(618) 224-9095

Deadline: The Subscription Offering ends at 12:00 Noon, Central Time, on March XX, 2007. Your original Stock Order and Certification Form, properly executed and with the correct payment, must be received (not postmarked) at the address on the top of this form or at any of our branches by the deadline, or it will be considered void. Faxes or copies of this form will not be accepted. Sugar Creek Financial Corp. reserves the right to accept or reject improper order forms.

(1) Number of Shares         _____________ x $10.00 = (2) Total Amount Due   _____________ The minimum purchase is 25 shares ($250). Generally, no person may purchase more than 10,000 shares ($100,000), and no person together with his or her associates or group of persons acting in concert may purchase more than 10,000 shares ($100,000).

(3) Method of Payment		(4) Purchaser Information (check one)
¨        Enclosed is a check, bank draft or money order payable to   Sugar Creek Financial Corp. for $            . ¨        I authorize Tempo Bank to make withdrawals, without   penalty, from my CD or savings accounts shown below,   and understand that the amounts will not otherwise be   available for withdrawal:		a. ¨         Eligible Account Holder - Check here if you were a   depositor with at least $50 on deposit with Tempo   Bank as of September 30, 2005. Enter information   in Section 7 for all deposit accounts that you had   at Tempo Bank on September 30, 2005. b. ¨        Supplemental Eligible Account Holder - Check here   if you were a depositor with at least $50 on deposit   with Tempo Bank as of December 31, 2006 but not   an Eligible Account Holder. Enter information   in Section 7 for all deposit accounts that you had   at Tempo Bank on December 31, 2006.
		c. ¨         Other Members - Check here if you were a   depositor of Tempo Bank as of XX, 2007, who were   not able to subscribe for shares under the Eligible or   Supplemental Account Holders Categories or   borrowers as of September 19, 1989 whose loans   continue to be outstanding on XX, 2007 d. ¨        Local Community – Natural persons residing in   Clinton, Madison and St. Clair Counties, IL. e. ¨         General Public
Account Numbers	Amounts
	$
	$
	$
Total Withdrawal	$

(5) Check if you (or a household family member) are a: ¨ Director ¨ Officer ¨ Employee

(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.)

¨	Individual	¨	Individual Retirement Account (IRA)	¨	Corporation
¨	Joint Tenants	¨	Uniform Transfer to Minors Act	¨	Partnership
¨	Tenants in Common	¨	Uniform Gift to Minors Act	¨	Trust - Under Agreement Dated ________

Name	SS# or Tax ID
Name	SS#
Address	Daytime Telephone #
City                         State                 Zip Code                     County	Evening Telephone #

(7) Qualifying Accounts You should list any accounts that you may have or had with Tempo 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 offering.

Qualifying Accounts

Names on Accounts Account Number

Please Note: Failure to list all of your accounts may result in the loss of part of all of your subscription rights.

Acknowledgment: By signing below, I acknowledge receipt of the prospectus dated February XX, 2007 and understand I may not change or revoke my order once it is received by Sugar Creek Financial Corp. 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 conversion 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. Sugar Creek Financial Corp. 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 transfer. 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 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.

Signature Date         Signature Date        

Office Use Only: Date Rec’d __ / __ Check# __________ $__________ Check# __________ $__________ Batch# _________ Order # ___________ Category _____

Tempo Bank REVOCABLE PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TEMPO BANK

The undersigned member of Tempo Bank hereby appoints the full Proxy Committee of the Board of Directors as proxy to cast all votes which the undersigned is entitled to cast at a special meeting of members to be held at Trenton, Illinois at XX:00 a.m., local time, on March XX, 2007, and at any and all adjournments and postponements of the special meeting, and to act with respect to all votes that the undersigned would be entitled to be cast, if then personally present, in accordance with the instructions on the reverse side:

1. FOR or AGAINST the plan of reorganization and stock issuance, pursuant to which Tempo Bank will be reorganized into the mutual holding company structure. As part of voting on the plan of reorganization, members will be voting on the proposed charters and bylaws for Tempo Bank, Sugar Creek Financial Corp., and Sugar Creek MHC attached to the plan of reorganization. Pursuant to the plan of reorganization, Sugar Creek Financial Corp will issue 55% of its common stock to Sugar Creek MHC, a federally chartered mutual holding company that will be formed pursuant to the plan of reorganization, and will offer for sale to eligible depositors and borrowers, and, if necessary, the public 45% of its common stock.

This proxy will be voted as directed by the undersigned member. UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED FOR THE ADOPTION OF THE PLAN OF REORGANIZATION. In addition, this proxy will be voted at the discretion of the named proxies upon any other matter as may properly come before the special meeting.

The undersigned may revoke this proxy at any time before it is voted by delivering to the Corporate Secretary of Tempo Bank either a written revocation of the proxy or a duly executed proxy bearing a later date, or by appearing at the special meeting and voting in person. The undersigned hereby acknowledges receipt of the notice of special meeting of members and proxy statement and accompanying prospectus.

IMPORTANT: PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE. NOT VOTING WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PROPOSAL.

VOTING DOES NOT OBLIGATE YOU TO BUY STOCK.

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 INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT GUARANTEED BY TEMPO BANK, SUGAR CREEK FINANCIAL CORP, SUGAR CREEK 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 OFFICE OF THRIFT SUPERVISION SOUTHEAST REGIONAL DIRECTOR, JOHN E. RYAN, AT 404-888-0771.

I further certify that, before purchasing the common stock of Sugar Creek Financial Corp., I received a copy of the Prospectus dated February XX, 2007, which discloses the nature of the common stock being offered and describes the following risks involved in an investment in the common stock under the heading “Risk Factors” beginning on page XX of the prospectus:

Risks Related to Our Business

1. Rising interest rates may hurt our profits and asset values.

2. A downturn in the local economy could hurt our profits.

3. As a result of our concentration on one-to four-family residential real estate lending, a downturn in real estate values could hurt our profits.

4. If our allowance for loan losses is not sufficient to cover actual loan losses, our earning will decrease.

5. Strong competition within our market area could hurt our profits and slow growth.

6. Federal Home Loan Bank of Chicago practices restrict our ability to liquidate, and limit the amount of dividends paid on, our investment in Federal Home Loan Bank of Chicago stock.

7. We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.

Risks Related to this Offering

1. Additional expenses following the offering from new equity benefit plans will adversely affect our profitability.

2. We will need to implement additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements, which will increase our operating expenses.

3. Our return on equity will initially be low compared to other publicly traded financial institutions. A low return on equity may negatively impact the trading price of our common stock.

4. We have broad discretion in investing the proceeds of the offering.

5. Issuance of shares for benefit programs may dilute your ownership interest.

6. Sugar Creek MHC’s majority control of our common stock will enable it to exercise voting control over most matters put to a vote of stockholders and will prevent stockholders from forcing a sale or a second-step conversion transaction you may find advantageous.

7. Office of Thrift Supervision policy on remutualization transactions could prevent acquisition of Sugar Creek Financial, which may adversely affect our stock price.

8. Office of Thrift Supervision regulations and anti-takeover provisions in our charter restrict the accumulation of our common stock, which may adversely affect our stock price.

9. Our stock price may decline when trading commences.

10. There may be a limited market for our common stock, which may adversely affect our stock price.

Signature Date         Signature Date        

(Note: If 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.

SUGAR CREEK FINANCIAL CORP. Stock Ownership Guide and Stock Order Form Instructions

Stock Order Form Instructions – All subscription orders are subject to the provisions of the stock offering.

Item 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 25 shares. Generally, the maximum purchase for any person is 10,000 shares (10,000 shares x $10.00 per share = $100,000). No person, together with associates, as defined in the prospectus, and persons acting in concert may purchase more than 10,000 shares (10,000 shares x $10.00 per share = $100,000) of the common stock offered in the stock offering. For additional information, see “THE REORGANIZATION AND STOCK OFFERING- Limitations on purchases of shares” in the prospectus.

Item 3 - Payment for shares may be made in cash (only if delivered by you in person, although we request you to exchange the cash for a check with any of the tellers at a Tempo branch) or by check, bank draft or money order payable to Sugar Creek Financial Corp. DO NOT MAIL CASH. Your funds will earn interest at the bank’s statement savings annual percentage yield until the stock offering is completed.

To pay by withdrawal from a savings account or certificate at Tempo Bank (“Tempo”) insert the depositor 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 on the front of the Stock Order form. To withdraw from an account with checking privileges, please write a check. Tempo will waive any applicable penalties for early withdrawal from certificate accounts (CDs). A hold will be placed on the account(s) for the amount(s) you indicate to be withdrawn. Payments will remain in account(s) until the Stock Offering closes and earn their respective rate of interest.

Item 4 - Please check the appropriate box to tell us the earliest of the three dates that applies to you.

Item 5 - Please check one of these boxes if you are a director, officer or employee of Tempo, 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 Sugar Creek Financial Corp. 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 contact the Stock Information Center at (618) 224-9095. Subscription rights are not transferable. If you are an eligible or supplemental eligible account holder or other depositor, 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 - You should list any qualifying accounts that you may have or had with Tempo in the box located under the heading “Qualifying Accounts”. For example, if you are ordering stock in just your name, you should list all of your account numbers as of the earliest of the three dates that you were a depositor. Similarly, if you are ordering stock jointly with another depositor, you should list all account numbers 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 Transfers to Minors Act, the minor must have had an account number on one of the three dates and you should list only their account number(s). If you are ordering stock corporately, you need to list just that corporation’s account number, as your individual account number(s) do not qualify. Failure to list all of your qualifying depositor numbers may result in the loss of part or all of your subscription rights.

NOTE: The order form is to be received (not postmarked) at 28 West Broadway, Trenton, IL or at Tempo’s other branch office by the end of the subscription offering on March XX, 2007 at 12:00 Noon, Trenton, Illinois Time.

(See Reverse Side for Stock Ownership Guide)

SUGAR CREEK FINANCIAL CORP. Stock Ownership Guide and Stock Order Form Instructions

Stock Ownership Guide

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.

Uniform Transfers To Minors Act - For residents of Illinois and many states, stock may be held in the name of a custodian for the benefit of a minor under the Uniform Transfers to Minors Act. For residents in other states, stock may be held in a similar type of ownership under the Uniform Gifts to Minors Act of the individual state. For either 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, with the abbreviation “CUST” after the name. Print the first name, middle initial and last name of the minor on the second name line followed by the notation UTMA-IL or UGMA-Other State. List only the minor’s social security number.

Corporation/Partnership - Corporations/Partnerships may purchase stock. Please provide the Corporation/Partnership’s legal name and Tax I.D. To have depositor rights, the Corporation/Partnership must have an account in the legal name. Please contact the Stock Information Center to verify depositor rights and purchase limitations.

Individual Retirement Account - Individual Retirement Account (“IRA”) holders may potentially make stock purchases from their existing IRA if it is a self-directed IRA or through a prearranged “trustee-to-trustee” transfer if their IRA is currently at Tempo. The stock cannot be held in your Tempo account. Please contact your broker or self-directed IRA account provider as quickly as possible to explore this option, as it may take a number of days to complete a trustee-to-trustee transfer.

Registration for IRA’s:	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 trustee’s, as the trustee directs.
	Please list your phone numbers.

Fiduciary/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)

CORRESP

Correspondence