PLAN OF REORGANIZATION FROM MUTUAL SAVINGS BANK TO MUTUAL HOLDING COMPANY

EXHIBIT 2.1

PLAN OF REORGANIZATION
FROM MUTUAL SAVINGS BANK TO MUTUAL HOLDING
COMPANY

OF

WAUWATOSA SAVINGS BANK
Wauwatosa, Wisconsin

As adopted on May 17, 2005,
and amended on June 3, 2005

TABLE OF CONTENTS

-i-

-ii-

-iii-

APPENDICES

A. PLAN OF STOCK ISSUANCE

B. PLAN OF MERGER

C. ARTICLES OF INCORPORATION OF MHC

D. BYLAWS OF MHC

E. ARTICLES OF INCORPORATION OF STOCK BANK

F. BYLAWS OF STOCK BANK

G. ARTICLES OF INCORPORATION OF SHC

H. BYLAWS OF SHC

I. WSB BRANCH OFFICES

J. POLICY REGARDING REJECTION OF OUT-OF-MARKET DEPOSIT ACCOUNTS

K. FORM OF PROPOSED STOCK CERTIFICATE

L. FORM OF PROPOSED STOCK ORDER FORM

M. ESTIMATED EXPENSES OF REORGANIZATION AND STOCK OFFERING

[Appendices J through M have been omitted from version filed with the SEC.]

-iv-

     THIS PLAN OF REORGANIZATION is adopted by the Board of Directors of Wauwatosa Savings Bank, Wauwatosa, Wisconsin (“WSB”), a Wisconsin-chartered mutual savings bank, on May 17, 2005, and amended on June 3, 2005, under which WSB proposes to reorganize into the mutual holding company form of organization and operate as an indirect subsidiary of a mutual holding company.

RECITALS

     WHEREAS, as a result of the Reorganization, WSB will establish Lamplighter Financial, MHC (“MHC”) as a Wisconsin-organized mutual holding company, and all of the current ownership and voting rights of the Members of WSB will become the rights of Members of the MHC. The Reorganization of WSB into the mutual holding company structure includes the conversion of WSB to a Wisconsin stock savings bank (“Stock Bank”) and the formation of Wauwatosa Holdings, Inc., a Wisconsin corporation, which will be the middle tier stock holding company (“SHC”). SHC will be a majority-owned subsidiary of the MHC, and Stock Bank will be a wholly-owned subsidiary of SHC.

     WHEREAS, in adopting this Plan, the Board of Directors has determined that the Reorganization is in the best interests of WSB and its Members. Formation of the MHC under Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“FRB”) and Wisconsin Department of Financial Institutions (“WDFI”) regulations presents WSB with a method of preserving the mutual form of organization, while positioning WSB to be an active and effective participant in the rapidly changing financial services industry. Formation of SHC as a mid-tier holding company will permit the SHC to issue Capital Stock, which is a source of capital that is not available to mutual savings associations.

     WHEREAS, the mutual holding company provides flexibility in structuring mergers and acquisitions, and will give the opportunity to retain acquired institutions as separate subsidiaries. The MHC also will be able to acquire other types of financial institutions and make investments not now available to WSB.

     WHEREAS, subject to the approval of the Board of Directors of the SHC, the FDIC, and the WDFI and registration with the SEC, the SHC will be authorized to issue Common Stock in one or more Minority Stock Offerings to persons other than the MHC in an aggregate amount less than 50 percent of the total outstanding SHC Common Stock.

     WHEREAS, contemporaneously with or immediately following the Reorganization and subject to the approval of the FDIC, FRB and WDFI, the SHC intends to issue approximately 32 percent of its Common Stock in a Stock Offering pursuant to a Stock Issuance Plan adopted by the Board of Directors of WSB on May 17, 2005. The Stock Issuance Plan is attached hereto as Appendix A and is incorporated

herein by reference. The closing of the Stock Offering is expected to occur contemporaneously with or as soon as possible following the closing of the Reorganization.

     WHEREAS, as part of the Reorganization, the SHC intends to issue Common Stock as a contribution to the Foundation to complement WSB’s existing community reinvestment activities, to share with WSB’s local community a part of WSB’s financial success and to enhance WSB’s public profile, all to the benefit of WSB.

     WHEREAS, implementation of this Plan of Reorganization is subject to, among other conditions, the prior written approval of the FDIC and WDFI and must be approved by the affirmative vote of a majority of the total number of votes entitled to be cast by Members of WSB at the Special Meeting.

     NOW, THEREFORE, in consideration of the recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:

ARTICLE I
DEFINITIONS

     When used in this Plan of Reorganization, the following terms shall have the meanings specified:

      Associate . “Associate,” when used to indicate a relationship with any Person, shall mean:

          (a) any corporation or organization (other than WSB or a majority-owned subsidiary of WSB, SHC or the MHC) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities; and

          (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, except that the term “Associate” does not include any Employee Plan in which a Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; and

          (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a Director or Officer of the SHC, WSB, the MHC, or any of their Subsidiaries.

      Capital Stock . “Capital Stock” shall mean any and all authorized shares of common stock, par value $.01 per share, of the SHC.

-2-

      Code . “Code” shall mean the Internal Revenue Code of 1986, as amended.

      Common Stock . “Common Stock” shall mean all of the shares of Capital Stock offered and sold by the SHC in the Stock Offering, contributed by the SHC to the Foundation, or issued to the MHC contemporaneously with or immediately following the Reorganization pursuant to the Stock Issuance Plan, which Common Stock will not be insured by the FDIC or any other government agency.

      Community Offering . “Community Offering” shall mean the offering for sale of shares of Common Stock to certain members of the general public under the terms of the Stock Issuance Plan concurrently with or after completion of the Subscription Offering, to the extent shares of Common Stock remain available after satisfying all subscriptions received in the Subscription Offering.

      Conversion Transaction . Defined in Section 12.1 hereof.

      Defined Benefit Pension Plan . “Defined Benefit Pension Plan” shall mean the Wisconsin Financial Institutions Employees’ Defined Benefit Pension Plan, in the form in which WSB participates.

      Deposit Account . “Deposit Account” shall mean any monetary interest that a Member maintains in WSB, including demand deposits, certificates of deposit, or other deposits or savings accounts, including money market deposit accounts and negotiable order of withdrawal account.

      Director . “Director” shall mean a member of the Board of Directors of WSB, but does not include an advisory director, honorary director, director emeritus or person holding a similar position unless such person is otherwise performing functions similar to those of a member of the Board of Directors of WSB.

      Effective Date of the Reorganization . “Effective Date of the Reorganization” shall mean the date and time at which all of the conditions to the Reorganization are satisfied.

      Eligible Account Holder . “Eligible Account Holder” shall mean the holder of a Qualifying Deposit of WSB on the Eligibility Record Date.

      Eligibility Record Date . “Eligibility Record Date” shall mean April 30, 2004.

      Employee Plans . “Employee Plans” shall mean any Employee Stock Benefit Plans, RRPs and Stock Option Plans approved by the Board of Directors of WSB or the SHC.

      Employee Stock Benefit Plan . “Employee Stock Benefit Plan” shall mean any defined benefit plan or defined contribution plan of WSB, the SHC or the MHC, other

-3-

than an RRP, such as an employee stock ownership plan, employee stock bonus plan, profit sharing plan or other plan, which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Code; provided, however, that such term shall not include the Defined Benefit Pension Plan.

      FDIC . “FDIC” shall mean the Federal Deposit Insurance Corporation.

      FDIC’s Mutual Holding Company Regulations . “FDIC’s Mutual Holding Company Regulations” means the regulations of the FDIC governing mutual holding company formations, as set forth at 12 C.F.R. §§ 303.160 – 303.163 and 333.4.

      Foundation . “Foundation” shall mean a charitable foundation that will qualify as an exempt organization under Section 501(c)(3) of the Code and that meets the other qualifications contained in 12 C.F.R. §§ 563b.550 to 563b.575, the funding of which is contemplated by this Plan.

      FRB . “FRB” shall mean the Board of Governors of the Federal Reserve System.

      HOLA . “HOLA” shall mean the Home Owners’ Loan Act, as amended.

      Interim 1 . “Interim 1” shall mean Wauwatosa Interim 1 Stock Savings Bank, an interim Wisconsin stock savings bank being formed to effect the Reorganization, which will become the MHC as a result of the Reorganization.

      Interim 2 . “Interim 2” shall mean Wauwatosa Interim 2 Stock Savings Bank, an interim Wisconsin stock savings bank being formed to effect the Reorganization, which will be merged out of existence in connection with the Merger.

      Members . “Members” shall mean all persons or entities who qualify as members of WSB pursuant to WSB’s articles of incorporation or bylaws as in effect prior to the Reorganization. When referring to Members of the MHC, the term Members means (i) members of WSB who become members of the MHC as a result of the Reorganization; and (ii) persons who become depositors of the Stock Bank after the Reorganization.

      Merger . “Merger” shall mean the merger of Interim 2 with and into the Stock Bank, with the Stock Bank being the surviving organization, pursuant to the terms of the Plan of Merger.

      MHC . “MHC” shall mean the Wisconsin-incorporated mutual holding company resulting from the Reorganization, which shall be known as “Lamplighter Financial, MHC.”

      Minority Stock Issuance Application . “Minority Stock Issuance Application” shall mean the application for approval of a minority stock issuance by a savings

-4-

association subsidiary of a mutual holding company to be submitted by WSB to the FDIC and WDFI for approval.

      Minority Stock Offerings . “Minority Stock Offerings” shall mean one or more offerings to persons other than the MHC. The Minority Stock Offerings shall aggregate less than 50 percent of the outstanding Common Stock of the SHC.

      Notice . “Notice” shall mean the notice of mutual holding company reorganization to be submitted by WSB to the FDIC and the WDFI to notify the FDIC and the WDFI of the Reorganization, which will include the Proxy Statement.

      Officer . “Officer” shall mean an executive officer of WSB, which includes the Chairman of the Board (if determined by the Board of WSB to be an executive position), President, Vice Presidents, Secretary, Treasurer or principal financial officer, Comptroller or principal accounting officer, and any other person performing similar functions.

      Other Members . “Other Members” shall mean Members of WSB (other than Eligible Account Holders and Supplemental Eligible Account Holders) as of the close of business on the Voting Record Date.

      Person . “Person” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or a government or any political subdivision thereof.

      Plan of Merger . “Plan of Merger” shall mean the Plan of Merger between Stock Bank and Interim 2, which is attached hereto as Appendix B .

      Plan of Reorganization . “Plan of Reorganization” shall mean this Plan of Reorganization, as adopted by the Board of Directors of WSB, and as may be subsequently amended from time to time, under the terms of which the Reorganization will occur.

      Prospectus . “Prospectus” shall mean the prospectus forming part of the Registration Statement.

      Proxy Statement . “Proxy Statement” shall mean the materials utilized by WSB to solicit proxies in connection with the vote by Members on the Plan of Reorganization at the Special Meeting.

      Qualifying Deposit . “Qualifying Deposit” shall mean the total of the deposit balances of the Deposit Accounts of an Eligible Account Holder or Supplemental Eligible Account Holder in WSB as of the close of business on the Eligibility Record Date or, in the case of a Supplemental Eligible Account Holder, the Supplemental Eligibility Record Date, provided that Deposit Accounts of an Eligible Account Holder

-5-

or Supplemental Eligible Account Holder with total deposit balances of less than $50 shall not constitute a Qualifying Deposit.

      Registration Statement . “Registration Statement” shall mean the Registration Statement of SHC filed with the SEC under the Securities Act of 1933 for purposes of registering Capital Stock of SHC to be issued pursuant to the Stock Issuance Plan.

      Reorganization . “Reorganization” shall mean the Reorganization of WSB into the MHC form of ownership, which includes, among other things, the organization of the SHC as a subsidiary of the MHC, and Stock Bank as a subsidiary of SHC, pursuant to the Plan of Reorganization.

      RRPs . “RRPs” shall mean any management recognition and retention plan(s) established by WSB or the SHC to induce certain Directors, Officers and employees of WSB to continue their service with the company following the Reorganization through awards of Capital Stock in accordance with the terms and conditions of the Stock Issuance Plan and the documents establishing the RRPs.

      SEC . “SEC” shall mean the Securities and Exchange Commission.

      Special Meeting . “Special Meeting” shall mean the special or annual meeting of Members of WSB called for the purpose of submitting this Plan of Reorganization for approval.

      Stock Bank . “Stock Bank” shall mean the Wisconsin-chartered stock savings bank resulting from the Reorganization as a continuation of WSB, which savings bank will be a wholly-owned subsidiary of the SHC following the Reorganization.

      SHC . “SHC” shall mean Wauwatosa Holdings, Inc., a Wisconsin corporation and MHC subsidiary holding company, or any permitted assignee thereof or successor thereto, which will own 100% of the shares of the Stock Bank, and in turn be not less than 50.1 percent owned by MHC.

      Stock Issuance Plan . “Stock Issuance Plan” shall mean the Stock Issuance Plan attached hereto as Appendix A , under which the SHC shall offer for sale up to 49.9 percent of its Common Stock.

      Stock Offering . “Stock Offering” shall mean the offering of the Common Stock to Persons other than the MHC, including those shares issued as a contribution to the Foundation and those shares issued on a priority basis as set forth in the Stock Issuance Plan, which offering is expected to occur concurrently with or as soon as possible following the Reorganization. Shares contributed to the Foundation and sold may not exceed 49.9% of the Common Stock outstanding. The remaining outstanding shares must be held by the MHC.

-6-

      Stock Option Plan . “Stock Option Plan” shall mean any stock option plan adopted by WSB or SHC providing for grants of options to purchase Capital Stock to Directors, Officers and employees of WSB, the SHC and the MHC and their other subsidiaries in accordance with the terms and conditions of the Stock Issuance Plan and the documents establishing the Stock Option Plan.

      Subscription Offering . “Subscription Offering” shall mean the offering of shares of Common Stock to the Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members of WSB, and Directors, Officers and employees of WSB pursuant to the terms of the Stock Issuance Plan.

      Supplemental Eligibility Record Date . “Supplemental Eligibility Record Date” shall mean the last day of the calendar quarter preceding the approval of the Stock Issuance Plan by the FDIC and WDFI.

      Supplemental Eligible Account Holder . “Supplemental Eligible Account Holder” shall mean the holder of a Qualifying Deposit in WSB (other than an Officer or Director or their Associates) on the Supplemental Eligibility Record Date.

      Syndicated Community Offering . “Syndicated Community Offering” shall mean the best-efforts offering by broker-dealers who will offer shares of Common Stock to members of the general public, to the extent shares of Common Stock remain available after satisfying all subscriptions received in the Subscription Offering and all orders received in the Community Offering and accepted by the SHC.

      Voting Record Date . “Voting Record Date” shall mean the date fixed by the Board of Directors of WSB for determining the Members of WSB eligible to vote on the Plan of Reorganization at the Special Meeting, which date shall not be less than 10 nor more than 60 days prior to the date of the Special Meeting without the prior approval of the FDIC and WDFI.

      WDFI . “WDFI” shall mean the Wisconsin Department of Financial Institutions, Division of Banking or any successor thereto.

      WDFI’s Mutual Holding Company Regulations . “WDFI’s Mutual Holding Company Regulations” means the guidelines of the WDFI governing mutual holding company formations, as set forth at Section 214.0095 of the Wisconsin Statutes and Chapter DFI-SB 22 of the Wisconsin Administrative Code.

      WSB . “WSB” shall mean Wauwatosa Savings Bank, a Wisconsin mutual savings bank, including where appropriate any successor savings bank resulting from a conversion from a mutual savings bank to a stock savings bank.

-7-

ARTICLE II
BUSINESS PURPOSES FOR THE REORGANIZATION

     WSB has several business purposes for undertaking the Reorganization.

          (a) The Reorganization will structure WSB in the stock form, which is used by commercial banks, most major commercial enterprises and many savings banks and savings associations. Formation of the SHC as a subsidiary of the MHC will permit the SHC to issue Capital Stock, which is a source of capital not available to mutual savings banks. This new capital will support WSB’s future growth and expanded operations as business needs dictate. The ability to attract new capital will enhance WSB’s ability to effect future acquisitions and investments, as well as increase the capabilities of WSB to address the needs of the communities it serves.

          (b) WSB’s mutual form of ownership will be preserved in the mutual holding company structure. As a mutual organization, the MHC will at all times indirectly control at least a majority of the Common Stock of the Stock Bank so long as the MHC remains in existence. The Reorganization will enable WSB to achieve the benefits of a stock company without a loss of control that often follows standard conversions from mutual to stock form.

          (c) WSB is committed to being a community-oriented institution, and the Board of Directors believes that the mutual holding company structure is best suited for this purpose. The Reorganization will not foreclose the opportunity of the MHC to convert from the mutual-to-stock form of organization in the future.

          (d) Formation of a mutual holding company also is expected to facilitate diversification of WSB’s activities.

          (e) Contemporaneously with or immediately following the Reorganization, the SHC expects to issue approximately 32 percent of its Common Stock in the Stock Offering at an aggregate price determined by an independent appraisal. The sale of Common Stock will provide the SHC with new equity capital, which will support future growth and expanded operations of WSB and any other subsidiaries. The ability to sell Capital Stock also will enable the SHC to increase its capital in response to changes in the regulatory capital requirements of the banking agencies. The sale of Capital Stock, together with the accumulation of earnings, after payment of any dividends, from year to year, will provide a means for the orderly preservation and expansion of the SHC’s capital base, and allows flexibility to respond to sudden and unanticipated capital needs.

          (f) As part of the Reorganization, the SHC intends to issue Capital Stock as a contribution to the Foundation to complement WSB’s existing community reinvestment activities and to share with WSB’s local community a part of WSB’s

-8-

financial success, as set forth more fully in Section 3.7 of this Plan and the attached Stock Issuance Plan.

          (g) The ability of the SHC to issue Capital Stock also will enable the SHC to establish stock-based benefit plans for management and employees, including incentive stock option plans, stock award plans, and employee stock ownership plans, and will benefit the Members and the shareholders of SHC by creating employee incentives based on corporate and stock performance and enhance the ability to retain and attract qualified management.

          (h) The formation of the MHC also will allow the MHC to borrow funds, on a secured and unsecured basis, and to issue debt to the public or in a private placement. The proceeds of certain borrowings or debt issuance may be contributed to the Stock Bank or other subsidiaries as core capital for regulatory capital purposes. (WSB has not made a determination to borrow funds or issue debt at the present time, and there can be no assurance when, if ever, any such borrowing or debt issuance would occur, or whether it would be consummated on terms satisfactory to the MHC.)

ARTICLE III
CERTAIN EFFECTS OF THE REORGANIZATION;
OWNERSHIP AND OPERATION OF SHC AND STOCK BANK; FUNDING OF CHARITABLE FOUNDATION

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

     After the Reorganization is completed, the rights of the Members of WSB in WSB will become corresponding rights in the MHC, and the deposits in WSB shall remain deposits in WSB after the Reorganization.

     3.2 Reorganization Structure .

          (a) The Reorganization will be effected in the following manner, or in any other manner approved by the FDIC and WDFI that is consistent with the purposes of this Plan of Reorganization and applicable law. As part of the Reorganization:

               (i) WSB will form a wholly owned Wisconsin stock savings bank called Wauwatosa Interim 1 Stock Savings Bank (“Interim 1”).

-9-

               (ii) Interim 1 will form two wholly owned subsidiaries. One will be a Wisconsin stock savings bank named Wauwatosa Interim 2 Stock Savings Bank (“Interim 2”). The other will be a Wisconsin stock business corporation named Wauwatosa Holdings, Inc., the SHC.

               (iii) The following transactions will occur substantially contemporaneously:

          (1) WSB converts to a Wisconsin stock savings bank, the Stock Bank, and adopts articles and bylaws appropriate for a Wisconsin stock savings bank;

          (2) Interim 1 converts from a stock savings bank to a Wisconsin mutual holding company, cancels its outstanding stock, adopts a charter and bylaws appropriate for a Wisconsin mutual holding company and changes its name to Lamplighter Financial, MHC;

          (3) Interim 2 merges with and into Stock Bank with Stock Bank surviving as a wholly owned subsidiary of MHC and the depositors of Stock Bank will exchange the shares of Stock Bank common stock constructively received in the conversion for membership interests in MHC. The depositors’ membership interests in MHC will continue for as long as they maintain deposit accounts at Stock Bank. The name of the Stock Bank will remain Wauwatosa Savings Bank; and

          (4) MHC will transfer all of the stock of Stock Bank to SHC, in exchange for voting stock of SHC, making Stock Bank a wholly owned direct subsidiary of SHC and an indirect subsidiary of MHC.

               (iv) The Deposit Accounts of the Members of WSB remain Deposit Accounts of Stock Bank.

               (v) Finally, SHC will issue stock in its initial public offering according to the Stock Issuance Plan. However, MHC will at all times continue to hold at least a majority of stock of SHC for so long as MHC is in existence.

          (b) Upon completion of the Reorganization, the legal existence of WSB will not terminate, but the Stock Bank will be a continuation of WSB, and all property of WSB including its right, title, and interest in and to all property of any kind and nature, interest and asset of every conceivable value or benefit then existing or pertaining to WSB (other than any assets of WSB transferred to the MHC or the SHC in connection with the Plan), or which would inure to WSB immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed, will vest in the Stock Bank. The Stock Bank will have, hold, and enjoy the same in its right and fully and to the same extent as the same was possessed, held, and enjoyed by WSB. The Stock Bank will continue to have, succeed to, assume and be responsible for all the rights, liabilities and obligations of WSB, will maintain its headquarters

-10-

operations at WSB’s location at 11200 West Plank Court, Wauwatosa, Wisconsin 53226, and will maintain its branch offices at their current locations, as listed on Appendix I .

          (c) As a result of the transactions set forth above, (i) the Stock Bank will be a wholly-owned subsidiary of SHC, which will in turn be a wholly-owned subsidiary of the MHC until shares of Common Stock are issued under the Stock Issuance Plan, at which time the SHC will be a majority-owned subsidiary of the MHC, and (ii) the former members of WSB will become members of the MHC.

     3.3 Notices and Applications . WSB shall provide the FDIC and the WDFI, as appropriate, with written notice of the proposed Reorganization. Such notice shall include a copy of this Plan of Reorganization, the proposed articles of incorporation and bylaws for the MHC and the SHC and the articles of incorporation and bylaws for the Stock Bank upon consummation of the Reorganization and such other information as is required by applicable laws and regulations or as the FDIC or the WDFI may otherwise require. To the extent required by applicable laws and regulations or as the FDIC or WDFI may otherwise require, WSB shall provide public notice of its plan to reorganize. Such notice shall be made by means of the posting of a notice in a conspicuous place in each of WSB’s offices and the placing of an advertisement in a newspaper of general circulation in the community where WSB maintains its home office. In addition, WSB shall cause copies of the Plan of Reorganization to be made available at each of its offices for inspection by Members.

     Simultaneously with or as soon as practicable after WSB’s submission to the FDIC and WDFI of its written notice of the proposed Reorganization, such application(s) will be filed with the FRB and the WDFI with respect to the MHC and the SHC as may be necessary or appropriate with respect to the proposed acquisition of control, direct or indirect, of such entities over the Stock Bank, and WSB shall file such other applications or notices with the FDIC, the FRB, the WDFI or any other applicable regulatory authority, publish such notices and take such other actions as may be specified by applicable laws and regulations or as otherwise may be required to consummate the Reorganization.

     3.4 Operations; Directors . Upon completion of the Reorganization, the Stock Bank will be authorized to exercise any and all powers, rights and privileges of, and shall be subject to all limitations applicable to, a capital stock savings bank chartered under Chapter 214 of the Wisconsin Statutes. The initial Board of Directors of the Stock Bank will be the existing Board of Directors of WSB, although the terms of such Directors will be reordered to match the terms of such Directors as they will have on the Board of Directors of the SHC following the Reorganization. Thereafter, the holders of shares of the Stock Bank’s voting stock will elect the Stock Bank’s Board of Directors as provided in its Charter and Bylaws. It is expected that present management of WSB will continue as the management of the Stock Bank following the Reorganization.

-11-

     3.5 Retained Earnings . The Reorganization will not result in any reduction in the amount of retained earnings (other than the assets of WSB contributed to the MHC and the SHC pursuant to Section 3.2), undivided profits, and general loss reserves that WSB had prior to the Reorganization. Such retained earnings and general loss reserves will be accounted for by the MHC, SHC and the Stock Bank on a consolidated basis in accordance with generally accepted accounting principles.

     3.6 Stock Issuances .

          (a) Following the Reorganization, the SHC will have the power to issue shares of its capital stock to persons other than the MHC. So long as the MHC is in existence, however, the MHC will be required to own at least a majority of the Common Stock of the SHC. The SHC will in turn wholly own the Stock Bank.

          (b) The SHC will be authorized to contribute Common Stock to the Foundation in accordance with Section 3.7 of this Plan and undertake one or more Minority Stock Offerings together aggregating less than 50 percent of the total outstanding Common Stock. The SHC expects to contribute Common Stock to the Foundation and offer for sale in the Stock Offering approximately 32 percent of its Common Stock contemporaneously with or immediately upon completion of the Reorganization, subject to approval of the FDIC and WDFI (and FRB, if necessary), and effectiveness with the SEC of the Registration Statement.

     3.7 Funding of Charitable Foundation .

          (a) As part of the Stock Offering, the SHC intends to issue to the Foundation as a contribution that percent of Common Stock issued in the Stock Offering that will have an aggregate Actual Issue Price of approximately $5,000,000 at the maximum, as adjusted, of the Offering Range (as such terms are defined in the Stock Issuance Plan). WSB, the SHC, or the MHC may also make a cash contribution to the Foundation. The Foundation is being funded in connection with the Stock Offering to complement WSB’s existing community reinvestment activities and to share with WSB’s local community a part of WSB’s financial success as a locally headquartered, community minded, financial services institution. The funding of the Foundation with Common Stock accomplishes this goal as it enables the community to share in the growth and profitability of the SHC and WSB over the long term.

          (b) The SHC will comply with all applicable statutes and regulations with respect to the SHC’s contribution of Common Stock to the Foundation and the Foundation’s operations for so long as the Foundation holds Common Stock.

     3.8 Out-of-Market Deposit Accounts . In connection with the Reorganization, the Board of Directors of WSB has adopted a policy regarding the rejection of out-of-

-12-

market deposit accounts following the adoption of the Plan of Reorganization, which policy is attached as Appendix J to this Plan of Reorganization.

ARTICLE IV
OPERATION AND OWNERSHIP OF THE STOCK BANK AND
EFFECT ON RIGHTS OF MEMBERS

     4.1 Membership Rights . Upon the Effective Date of the Reorganization, the voting, ownership and liquidation rights of the Members of WSB will become the rights of Members of the MHC, subject to the conditions specified below.

     4.2 Depository Accounts . Each deposit account in WSB at the Effective Date of the Reorganization will become, without payment, a deposit account in the Stock Bank in the same amount and upon the same terms and conditions, except that the holder of each such deposit account will have ownership and membership rights with respect to the MHC rather than the Stock Bank for so long as the MHC is in existence and such holder maintains a deposit account with the Stock Bank as specified in Article V below. All insured deposit accounts of WSB that are transferred to the Stock Bank will continue to be federally insured up to the legal maximum by the FDIC in the same manner as deposit accounts existing in WSB immediately prior to the Reorganization. Any new deposit accounts established with the Stock Bank after the Reorganization will create member and liquidation rights in the MHC and will be federally insured up to the legal maximum by the FDIC.

     4.3 Loans . All loans and other borrowings from WSB shall retain the same status with the Stock Bank after the Reorganization as they had with WSB immediately prior to the Reorganization. Borrowers of WSB are not members of WSB solely by virtue of any borrowing relationship with WSB. Accordingly, borrowers of the Stock Bank shall not be members of the MHC after the Reorganization solely by means of any borrowing relationship after the Reorganization.

ARTICLE V
OPERATION AND OWNERSHIP OF THE MHC AND
EFFECT ON RIGHTS OF MEMBERS

     5.1 Ownership . Depositors who have membership or liquidation rights with respect to WSB under its existing articles of incorporation immediately prior to the Reorganization shall continue to have such rights solely with respect to the MHC after the Reorganization so long as the MHC is in existence and such persons remain depositors of the Stock Bank following the Reorganization. In addition, all persons who become depositors of the Stock Bank following the Reorganization will have membership and liquidation rights with respect to the MHC. The rights and powers of the MHC will be defined by the MHC’s charter and bylaws and by the statutory and regulatory provisions applicable to mutual holding companies.

-13-

     5.2 Management . Following the Reorganization, the members of the Board of Directors of WSB will become the members of the Board of Directors of the MHC, although the terms of such Directors will be reordered to match the terms of such Directors as they will have on the Board of Directors of the SHC following the Reorganization. Thereafter, the directors of the MHC will be elected by the Members of the MHC, who will consist of the former Members of WSB and all persons who become depositors of the Stock Bank after the Reorganization. It is expected initially that management of the MHC will consist of certain senior management persons of WSB.

ARTICLE VI
CONDITIONS TO IMPLEMENTATION OF THE REORGANIZATION

     Consummation of the Reorganization is expressly conditioned upon the prior occurrence of the following.

          (a) The Plan of Reorganization is approved by at least 80% of the Board of Directors of WSB.

          (b) WSB has received all necessary approvals of the FDIC, the WDFI, and the FRB for:

               (i) the reorganization into mutual holding company form as contemplated in this Plan of Reorganization;

               (ii) the Stock Offering, including the SHC’s contribution of Common Stock to the Foundation;

               (iii) the establishment of the SHC; and

               (iv) the acquisition of control, direct and indirect, of the MHC and the SHC over the Stock Bank.

          (d) The Plan of Reorganization is submitted to Members pursuant to a Proxy Statement and form of proxy approved in advance by the FDIC and WDFI and the Plan of Reorganization and the SHC’s contribution of shares to the Foundation are each approved by a majority of the total number of votes entitled to be cast by Members of WSB at the Special Meeting.

          (e) All necessary approvals have been obtained from the FDIC, WDFI and the FRB in connection with the adoption of the charter and bylaws of the MHC, the SHC and the Stock Bank and the Merger, and all conditions specified or otherwise imposed by such regulatory organizations in connection with such matters have been satisfied.

-14-

          (f) WSB has received either a private letter ruling of the Internal Revenue Service or an opinion of WSB’s counsel or public accounting firm as to the material federal income tax consequences of the Reorganization to the MHC, the Stock Bank, WSB and the Members.

          (g) WSB has received either a private letter ruling from the Wisconsin Department of Revenue or an opinion of WSB’s counsel or public accounting firm as to the material Wisconsin tax consequences of the Reorganization to the MHC, the Stock Bank, WSB and the Members.

          (h) The Registration Statement has been declared effective by the SEC.

          (i) The SHC has received all necessary approvals with respect to the quotation of the Common Stock on the NASDAQ stock market.

ARTICLE VII
SPECIAL MEETING OF MEMBERS

     7.1 Special Meeting . Upon receipt of all necessary approvals for the Reorganization, Stock Issuance, establishment of the SHC, and the acquisition of control, direct and indirect, of the MHC and the SHC over the Stock Bank, WSB shall convene a Special Meeting to approve the Plan of Reorganization in accordance with WSB’s mutual articles of incorporation and bylaws and the requirements of the FDIC’s Mutual Holding Company Regulations and the WDFI’s Mutual Holding Company Regulations.

     7.2 Proxy Statement . Promptly after receipt of the approvals referenced in Section 7.1 above and at least 10 but not more than 50 days prior to the Special Meeting, WSB shall distribute proxy solicitation materials to all Members and beneficial owners of Deposit Accounts held in fiduciary capacities where the beneficial owners possess voting rights, as of the Voting Record Date, pursuant to the terms of WSB’s mutual articles of incorporation and bylaws.

          (a) The proxy solicitation materials shall include the Proxy Statement to be used in connection with such solicitation and other documents authorized for use by the regulatory authorities and may also include a copy of this Plan of Reorganization, the Stock Issuance Plan and/or the Prospectus.

          (b) The Proxy Statement furnished to Members may be in summary form, provided that a statement is made in bold-face type that a more detailed description of the proposed transaction may be obtained by returning an enclosed postage prepaid card or other written communication requesting supplemental information. Without prior approval of the FDIC and the WDFI, the Special Meeting shall not be held less than 20 days after the last day on which the supplemental

-15-

information statement is mailed to requesting Members. The supplemental information statement may be combined with the Prospectus if the Subscription Offering and Community Offering are commenced concurrently with or during the proxy solicitation of Members for the Special Meeting.

          (c) WSB also shall advise each Eligible Account Holder and Supplemental Eligible Account Holder not entitled to vote at the Special Meeting of the proposed Reorganization and the scheduled Special Meeting, and provide a postage prepaid card on which to indicate whether he or she wishes to receive the Prospectus, if the Subscription Offering is not held concurrently with the proxy solicitation.

     7.3 Vote Required . Pursuant to the FDIC’s Mutual Holding Company Regulations and the WDFI’s Mutual Holding Company Regulations, (i) an affirmative vote of a majority of the total number of votes eligible to be cast by the Members at the Special Meeting is required for approval of the Plan of Reorganization and (ii) an affirmative vote of a majority of the total number of votes eligible to be cast by the Members at the Special Meeting is required for approval of the SHC’s contribution of Common Stock to the Foundation. Voting may be in person or by proxy. WSB may not utilize a proxy that has been previously obtained from a Member to vote on matters to be presented at the Special Meeting. The FDIC and the WDFI shall be promptly notified of the actions of the Members.

     7.4 Effect of Approval . By voting in favor of the adoption of the Plan of Reorganization, the Members will be voting in favor of (a) the adoption by the Stock Bank of its Wisconsin capital stock savings bank charter and bylaws, which are attached hereto as Appendix E and F, respectively, (b) the adoption by the SHC of its articles of incorporation and bylaws, which are attached hereto as Appendix G and H, respectively, (c) the adoption by the MHC of its articles of incorporation and bylaws which are attached hereto as Appendix C and D, respectively; and (d) the Plan of Merger, which is attached hereto as Appendix B, and the transactions contemplated therein.

ARTICLE VIII
ARTICLES OF INCORPORATION AND BYLAWS OF THE MHC

     As part of the Reorganization, the MHC will be organized as a Wisconsin mutual holding company under Chapter 214 of the Wisconsin Statutes under the name “Lamplighter Financial, MHC” pursuant to the steps set forth in Section 3.2 of this Plan of Reorganization. Copies of the proposed articles of incorporation and bylaws of the MHC are attached hereto as Appendix C and D, respectively, and are made a part of the Plan of Reorganization. By their approval of the Plan of Reorganization, the Board of Directors of WSB has approved and adopted the articles of incorporation and bylaws of the MHC.

-16-

ARTICLE IX
ARTICLES OF INCORPORATION AND BYLAWS OF
THE SHC AND THE STOCK BANK

     9.1 Stock Bank . As part of the Reorganization, articles of incorporation and bylaws of the Stock Bank shall be adopted to authorize the Stock Bank to operate as a Wisconsin capital stock savings bank. Copies of the proposed articles of incorporation and bylaws of the Stock Bank are attached hereto as Appendix E and F, respectively, and are made part of this Plan of Reorganization.

     9.2 SHC . As part of the Reorganization, articles of incorporation and bylaws of SHC shall be adopted to authorize SHC to operate as an MHC subsidiary holding company. Copies of the proposed articles of incorporation and bylaws of SHC are attached hereto as Appendix G and H, respectively, and are made part of this Plan of Reorganization.

ARTICLE X
ACCOUNTS AND LOANS SUBSEQUENT TO THE REORGANIZATION

     10.1 Deposit Accounts . Upon completion of the Reorganization, each Person having a Deposit Account at WSB prior to the Reorganization will continue to have a Deposit Account at the Stock Bank in the same amount and subject to the same terms and conditions (except for voting and liquidation rights) as in effect prior to the Reorganization. WSB intends at this time to continue to be a member of the Federal Home Loan Bank System and all of its insured savings deposits will continue to be insured by the FDIC through the Savings Association Insurance Fund to the extent provided by applicable law.

     10.2 Loans . All loans shall retain the same status with the Stock Bank after the Reorganization as they had with WSB prior to the Reorganization.

ARTICLE XI
RIGHTS OF MEMBERS OF THE MHC

     Following the Reorganization, all persons who had membership or liquidation rights with respect to WSB as of the Effective Date of the Reorganization will continue to have such rights solely with respect to the MHC. All existing proxies granted by Members of WSB to the Board of Directors of WSB shall automatically become proxies granted to the Board of Directors of the MHC. In addition, all persons who become depositors of the Stock Bank subsequent to the Reorganization also will have membership and liquidation rights with respect to the MHC. In each case, no person who ceases to be the holder of a Deposit Account with the Stock Bank shall have any membership or liquidation rights with respect to the MHC.

-17-

     A proxy that may be cast on behalf of a member of WSB may be cast on behalf of a member of the MHC following the Reorganization until the proxy is revoked or superceded.

ARTICLE XII
CONVERSION OF MHC TO STOCK FORM

          Following the Reorganization, the MHC may, but shall not be required to, elect to convert to stock form in accordance with applicable law. The terms of such a conversion cannot be determined at this time and there is no assurance when, if ever, such a conversion will occur. If the conversion does not occur, the MHC will always own a majority of the Common Stock of SHC, which in turn will own all of the stock of the Stock Bank.

          If the MHC converts to stock form, either directly or in connection with a merger (a “Conversion Transaction”), the stockholders of the SHC will be entitled to exchange their shares of stock in the SHC for shares of the converted MHC or of a stock company formed in connection with such Conversion Transaction in a manner which does not dilute their ownership rights and interests in the SHC so that each stockholder of the SHC immediately prior to the Conversion Transaction receives the same percentage ownership interest in the SHC or any stock holding company formed in the Conversion Transaction as a successor to the SHC that such stockholder had in the SHC immediately prior to the Conversion Transaction, before giving effect to any additional stock purchases by such person in the Conversion Transaction. It is the intention of this Plan of Reorganization that, to the extent possible, the holders of SHC Common Stock be permitted to participate in any conversion of MHC to the fullest extent possible, in a tax-free manner, on a pro-rata basis and in a manner which does not prejudice or dilute their investment.

ARTICLE XIII
TIMING OF THE REORGANIZATION

     WSB intends to consummate the Reorganization as soon as feasible following the receipt of all required regulatory approvals. As a stock subsidiary of the MHC, following the Reorganization the SHC will be authorized to undertake one or more Minority Stock Offerings. Subject to the approval of the FDIC and the WDFI, and the status of the Registration Statement, the SHC intends to commence the Stock Offering concurrently with the proxy solicitation of Members.

     WSB may close the Stock Offering before the Special Meeting, provided that the offer and sale of the Common Stock shall be conditioned upon approval of the Plan of Reorganization by the Members at the Special Meeting. WSB’s proxy solicitation materials may permit certain Members to return to WSB by a reasonable date certain a

-18-

postage paid card or other written communication requesting receipt of the Prospectus if the Prospectus is not mailed concurrently with the proxy solicitation materials. WSB shall not distribute the final Prospectus until the Registration Statement has been declared effective by the SEC and becomes effective under FDIC and WDFI regulations, as required by applicable law.

     The Stock Offering shall be conducted pursuant to the Stock Issuance Plan in compliance with the FDIC and WDFI securities offering regulations and otherwise in accordance with law.

ARTICLE XIV
MISCELLANEOUS

     14.1 No Financing by WSB . WSB will not knowingly offer or sell Common Stock to any person whose purchase would be financed by funds loaned, directly or indirectly, to the person by WSB.

     14.2 Interpretations Final . All interpretations of this Plan of Reorganization and application of its provisions to particular circumstances by a majority of the Board of Directors of WSB shall be final, subject to the authority of the FDIC and WDFI.

     14.3 Expenses . WSB shall use its best efforts to ensure that expenses incurred in connection with the Reorganization are reasonable. Appendix M attached to this Plan of Reorganization contains an estimate of the expenses to be incurred by WSB in connection with the Reorganization and Stock Offering.

     14.4 Amendments; Termination .

          (a) This Plan of Reorganization may be substantively amended by the Board of Directors of WSB as a result of comments from regulatory authorities or otherwise prior to the solicitation of proxies from the Members to vote on the Plan of Reorganization and at any time thereafter with the concurrence of the FDIC and WDFI.

          (b) This Plan of Reorganization may be terminated by the Board of Directors of WSB at any time prior to the Special Meeting and at any time thereafter with the concurrence of the FDIC and WDFI.

          (c) In its discretion, the Board of Directors may modify or terminate the Plan of Reorganization upon the order of the regulatory authorities or to conform to new mandatory regulations of the FDIC or WDFI, without a resolicitation of proxies or another meeting of the Members only if the FDIC and/or WDFI concurs that such resolicitation is not required. However, any material amendment of the terms of the Plan of Reorganization that relate to the Reorganization that occurs after the Special Meeting shall require a resolicitation of Members.

-19-

          (d) The Plan of Reorganization shall be terminated if the Reorganization is not completed within 24 months from the date upon which the Members approve the Plan of Reorganization, and such period may not be extended by WSB.

-20-

APPENDIX A

STOCK ISSUANCE PLAN

OF

WAUWATOSA SAVINGS BANK
Wauwatosa, Wisconsin

As adopted on May 17, 2005,
and amended on June 3, 2005

TABLE OF CONTENTS

A-i

A-ii

A-iii

     THIS STOCK ISSUANCE PLAN is adopted by the Board of Directors of Wauwatosa Savings Bank on May 17, 2005, and amended on June 3, 2005.

RECITALS

     WHEREAS, the Board of Directors of Wauwatosa Savings Bank (“WSB”) has adopted a Plan of Reorganization, pursuant to which WSB proposes to reorganize into the mutual holding company form of organization and operate as an indirect subsidiary of a mutual holding company.

     WHEREAS, pursuant to the Plan of Reorganization, Lamplighter Financial, MHC (the “MHC”) will be organized as a Wisconsin-incorporated mutual holding company, and all of the current ownership and voting rights of the Members of WSB will become the rights of Members of the MHC. The reorganization of WSB into the mutual holding company structure includes the conversion of WSB to a Wisconsin stock savings bank (“Stock Bank”) and the formation of Wauwatosa Holdings, Inc. as a middle tier stock holding company (“SHC”). SHC will be a majority-owned subsidiary of the MHC, and Stock Bank will be a wholly-owned subsidiary of SHC.

     WHEREAS, as part of the Reorganization, the SHC intends to issue Capital Stock as a contribution to the Foundation to complement WSB’s existing community reinvestment activities, to share with WSB’s local community a part of WSB’s financial success, and to enhance WSB’s public profile, all to the benefit of WSB.

     WHEREAS, subject to the consummation of the Reorganization, and other conditions set forth in the Plan of Reorganization and herein, the SHC proposes to offer and sell shares of its Common Stock to the public pursuant to this Stock Issuance Plan.

     WHEREAS, in adopting this Stock Issuance Plan and the Plan of Reorganization, the Board of Directors has determined that the Reorganization is advisable and in the best interests of WSB.

     WHEREAS, subject to the approval of the FDIC and WDFI, the Board of Directors of the SHC, and the members of WSB, the SHC will be authorized to issue Common Stock in one or more Minority Stock Offerings to persons other than the MHC in an aggregate amount (including shares contributed to the Foundation) equal to less than 50 percent of the total outstanding SHC Common Stock.

     WHEREAS, contemporaneously with or immediately following the Reorganization and subject to the approval of the FDIC, FRB and WDFI, the SHC intends to issue approximately 32 percent of its Common Stock in a Stock Offering pursuant to this Stock Issuance Plan.

A-1

     WHEREAS, any offer and sale of stock, regardless of when it occurs, will be conducted in accordance with the applicable rules and regulations of the FDIC, WDFI and the SEC.

     WHEREAS, the SHC will file an application with the FDIC, FRB and WDFI prior to any offer and sale of Common Stock, requesting approval to offer and sell Common Stock, and file the Registration Statement with the SEC.

     WHEREAS, this Stock Issuance Plan has been approved by at least an 80% majority vote of the Board of Directors of WSB.

     NOW, THEREFORE, in consideration of the recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:

ARTICLE I
DEFINITIONS

     In addition to terms defined elsewhere herein or in the Plan of Reorganization, for purposes of this Stock Issuance Plan, the following terms shall have the following meanings.

     1.1. Acting in Concert . “Acting in Concert” shall mean:

          (a) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether pursuant to an express agreement; or

          (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

For purposes of this Stock Issuance Plan, a Person or company which acts in concert with another Person or company (“other party”) also shall be considered to be acting in concert with any Person or company who is also acting in concert with that other party, provided that any Employee Plan shall not be considered to be acting in concert with its trustee or a Person who serves in a similar capacity solely to determine whether stock held by the trustee and stock held by such Employee Plan shall be aggregated. Persons who are Acting in Concert may be referred to in this Stock Issuance Plan as a “Group Acting in Concert.”

A-2

     1.2. Actual Purchase Price . “Actual Purchase Price” shall mean the per share price at which the Common Stock is ultimately sold in accordance with the terms hereof.

     1.3. Associate . “Associate,” when used to indicate a relationship with any Person, shall mean:

          (a) any corporation or organization (other than WSB or a direct or indirect Subsidiary of WSB, the SHC or the MHC) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities; and

          (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, except that the term “Associate” does not include any Employee Plan in which a Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; and

          (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a Director or Officer of the SHC, WSB, the MHC, or any of their Subsidiaries.

     1.4. Capital Stock . “Capital Stock” shall mean any and all authorized shares of common stock, par value $.01 per share, of the SHC.

     1.5. Code . “Code” shall mean the Internal Revenue Code of 1986, as amended.

     1.6. Common Stock . “Common Stock” shall mean all of the shares of Capital Stock offered and sold by the SHC in the Stock Offering, contributed by the SHC to the Foundation, or issued to the MHC contemporaneously with or immediately following the Reorganization pursuant to the Stock Issuance Plan.

     1.7. Community Offering . “Community Offering” shall mean the offering for sale of shares of Common Stock to certain members of the general public with a preference to Preferred Other Purchasers, concurrently with or after completion of the Subscription Offering, to the extent shares of Common Stock remain available after satisfying all subscriptions received in the Subscription Offering.

     1.8. Defined Benefit Pension Plan . “Defined Benefit Pension Plan” shall mean the Wisconsin Financial Institutions Employees’ Defined Benefit Pension Plan, in the form in which WSB participates.

A-3

     1.9. Deposit Account . “Deposit Account” shall mean any monetary interest that a Member maintains in WSB, including demand deposits, certificates of deposit, or other deposits or savings accounts, including money market deposit accounts and negotiable order of withdrawal accounts.

     1.10. Director . “Director” shall mean a member of the Board of Directors of WSB, but does not include an advisory director, honorary director, director emeritus or person holding a similar position unless such person is otherwise performing functions similar to those of a member of the Board of Directors of WSB.

     1.11. Effective Date of the Reorganization . “Effective Date of the Reorganization” shall mean the date and time established by the Board of Directors of WSB, which shall be following the satisfaction of all conditions to the Reorganization are satisfied.

     1.12. Eligible Account Holder . “Eligible Account Holder” shall mean the holder of a Qualifying Deposit in WSB on the Eligibility Record Date.

     1.13. Eligibility Record Date . “Eligibility Record Date” shall mean April 30, 2004.

     1.14. Employee Plans . “Employee Plans” shall mean any employee stock benefit plans, RRPs and Stock Option Plans approved by the Board of Directors of WSB or the SHC.

     1.15. Employee Stock Benefit Plan . “Employee Stock Benefit Plan” shall mean any defined benefit plan or defined contribution plan of WSB, the SHC or the MHC, other than an RRP, such as an employee stock ownership plan, employee stock bonus plan, profit sharing plan or other plan, which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Code; provided, however, that such term shall not include the Defined Benefit Pension Plan.

     1.16. Estimated Valuation Range . “Estimated Valuation Range” shall mean the aggregate estimated pro forma market value of the Common Stock, as estimated by an independent appraisal.

     1.17. FDIC . “FDIC” shall mean the Federal Deposit Insurance Corporation or any successor thereto.

     1.18. FDIC’s Mutual Holding Company Regulations . “FDIC’s Mutual Holding Company Regulations” shall mean the regulations of the FDIC governing mutual holding company formations, as set forth at 12 C.F.R. §§ 303.160 – 3.03.163 and 333.4.

A-4

     1.19. Foundation . “Foundation” shall mean a charitable foundation that will qualify as an exempt organization under Section 501(c)(3) of the Code and that meets the other qualifications contained in 12 C.F.R. §§ 563b.550 to 563b.575, the funding of which is contemplated by this Plan.

     1.20. FRB . “FRB” shall mean the Board of Governors of the Federal Reserve System or any successor thereto.

     1.21. Insider . “Insider” shall mean any Officer or Director or any officer or director of any affiliate of WSB and any person Acting in Concert with such person.

     1.22. Market Maker . “Market Maker” shall mean a dealer (i.e., any person who engages either for all or part of his time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person) who, with respect to a particular security, (a) regularly publishes bona fide, competitive bid and offer quotations in a recognized inter-dealer quotation system; or (b) furnishes bona fide competitive bid and offer quotations on request; and (c) is ready, willing and able to effect transactions in reasonable quantities at his or her quoted prices with other brokers or dealers.

     1.23. Maximum Purchase Price . “Maximum Purchase Price” shall mean the per share price at which Common Stock is offered for sale in the Offering. It is expected that the Actual Purchase Price and the Maximum Purchase Price will be the same.

     1.24. Members . “Members” shall mean all persons or entities who qualify as members of WSB pursuant to WSB’s articles of incorporation or bylaws as in effect prior to the Reorganization. When referring to Members of the MHC, the term “Members” means (i) members of WSB who become members of the MHC as a result of the Reorganization and (ii) persons who become depositors of the Stock Bank after the Reorganization.

     1.25. MHC . “MHC” shall mean mutual holding company and, where the context suggests, the Wisconsin incorporated mutual holding company resulting from the Reorganization, which shall be known as Lamplighter Financial, MHC.

     1.26. Minority Stock Issuance Application . The term “Minority Stock Issuance Application” means the application for approval of a minority stock issuance by a savings association subsidiary of a mutual holding company, or similar application, to be submitted by WSB to the FDIC and WDFI for approval.

     1.27. Minority Stock Offerings . “Minority Stock Offerings” shall mean one or more offerings to persons other than the MHC. The Minority Stock Offerings shall aggregate less than 50 percent of the outstanding Common Stock of the SHC.

A-5

     1.28. Net Proceeds . “Net Proceeds” shall mean the number of shares of Common Stock sold in the Stock Offering to Persons other than the Foundation multiplied by the Actual Purchase Price, plus the cash consideration, if any, paid by the Foundation for the Common Stock issued to it, less the expenses incurred and payable by WSB to complete the Reorganization and Stock Offering.

     1.29. Non-Tax-Qualified Plan . The term “Non-Tax-Qualified Plan” means any defined benefit plan or defined contribution plan that does not meet the requirements to be qualified under Section 401 of the Internal Revenue Code.

     1.30. Notice . “Notice” shall mean the notice of mutual holding company reorganization to be submitted by WSB to the FDIC and WDFI to notify such regulators of the Reorganization, which will include the Proxy Statement.

     1.31. Offering Range . “Offering Range” shall mean the range of the estimated pro forma market value of the Common Stock to be offered and sold to Persons other than the MHC. Such range is to be within the Estimated Valuation Range and may be modified. Shares sold and contributed to the Foundation may not exceed 49.9% of the Common Stock to be outstanding.

     1.32. Officer . “Officer” shall mean an executive officer of WSB, which includes the Chairman of the Board, President, Vice Presidents, Secretary, Treasurer or principal financial officer, Comptroller or principal accounting officer, and any other person performing similar functions.

     1.33. Order Forms . “Order Forms” shall mean forms to be used for the purchase of Common Stock sent to Eligible Account Holders and other parties eligible to purchase Common Stock in the Subscription Offering and Community Offering pursuant to the Stock Issuance Plan.

     1.34. Other Members . “Other Members” shall mean Members of WSB (other than Eligible Account Holders and Supplemental Eligible Account Holders) as of the close of business on the Voting Record Date.

     1.35. Person . “Person” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or a government or any political subdivision thereof.

     1.36. Plan of Merger . “Plan of Merger” shall mean the Plan of Merger between Stock Bank and Interim 2, which is attached as Appendix B to the Plan of Reorganization.

A-6

     1.37. Plan of Reorganization . “Plan of Reorganization” shall mean the Plan of Reorganization, as adopted by the Board of Directors of WSB, and as may be subsequently amended from time to time, under the terms of which the Reorganization will occur.

     1.38. Preferred Other Purchasers . “Preferred Other Purchasers” shall mean persons who maintain their principal residence in Milwaukee , Waukesha , Ozaukee , Washington , Dodge , Jefferson , Walworth and Racine Counties, Wisconsin.

     1.39. Prospectus . “Prospectus” shall mean the prospectus forming part of the Registration Statement.

     1.40. Proxy Statement . “Proxy Statement” shall mean the materials utilized to solicit proxies in connection with the vote by Members on the Plan of Reorganization at the Special Meeting.

     1.41. Qualifying Deposit . “Qualifying Deposit” shall mean the total of the deposit balances of the Deposit Accounts of an Eligible Account Holder or Supplemental Eligible Account Holder in WSB as of the close of business on the Eligibility Record Date or, in the case of a Supplemental Eligible Account Holder, the Supplemental Eligibility Record Date, provided that Deposit Accounts of an Eligible Account Holder or Supplemental Eligible Account Holder with total deposit balances of less than $50 shall not constitute a Qualifying Deposit.

     1.42. Registration Statement . “Registration Statement” shall mean the Registration Statement of SHC filed with the SEC under the Securities Act of 1933 for purposes of registering the Common Stock of SHC to be issued pursuant to the Stock Issuance Plan.

     1.43. Reorganization . “Reorganization” shall mean the Reorganization of WSB into the MHC form of ownership, which includes, among other things, the organization of the SHC as a subsidiary of the MHC, and Stock Bank as a subsidiary of SHC, pursuant to the Plan of Reorganization.

     1.44. RRPs . “RRPs” shall mean any management recognition and retention plan(s) established by WSB or the SHC providing for the grant of Common Stock to certain directors, officers and employees of WSB, the SHC, the MHC and their subsidiaries as an inducement to continue their service following the Reorganization through and in accordance with the terms and conditions of the Stock Issuance Plan and the documents establishing the RRPs.

     1.45. SEC . “SEC” shall mean the Securities and Exchange Commission.

A-7

     1.46. Special Meeting . “Special Meeting” shall mean the special or annual meeting of Members called for the purpose of submitting the Plan of Reorganization for approval.

     1.47. Stock Bank . “Stock Bank” shall mean the Wisconsin-chartered stock savings bank resulting from the Reorganization, which savings bank will be a wholly-owned subsidiary of the SHC following the Reorganization.

     1.48. SHC . “SHC” shall mean Wauwatosa Holdings, Inc., a Wisconsin-incorporated MHC subsidiary holding company, or any permitted assignee thereof or successor thereto, which will own 100% of the shares of the Stock Bank, and in turn be not less than 50.1% owned by MHC.

     1.49. Stock Issuance Plan . “Stock Issuance Plan” shall mean this Stock Issuance Plan.

     1.50. Stock Offering . “Stock Offering” shall mean the offering of the Common Stock to Persons other than the MHC, including those shares issued as a contribution to the Foundation and those shares issued on a priority basis as set forth in Section 2.4 of this Stock Issuance Plan subject to the other provisions of the Stock Issuance Plan, including without limitation the limitations on purchases of Common Stock set forth in Section 2.5 hereof, which offering is expected to occur concurrently with or as soon as possible following the Reorganization. Shares contributed to the Foundation and sold in the Stock Offering may not exceed 49.9% of the Common Stock outstanding. The remaining outstanding shares must be held by the MHC.

     1.51. Stock Option Plan . “Stock Option Plan” shall mean any stock option plan adopted by WSB or the SHC providing for grants of options to purchase Capital Stock to directors, officers and employees of WSB, the SHC and the MHC and their subsidiaries in accordance with the terms and conditions of the Stock Issuance Plan and the documents establishing the Stock Option Plan.

     1.52. Subscriber . “Subscriber” shall mean any Person who subscribes for shares of Common Stock in the Offering.

     1.53. Subscription Offering . “Subscription Offering” shall mean the offering of shares of Common Stock to the Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members of WSB, and Directors, Officers and employees of WSB.

     1.54. Subscription Rights . “Subscription Rights” shall mean the nontransferable, non-negotiable, personal rights of the Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members,

A-8

and Directors, Officers and employees of WSB to subscribe for shares of the Common Stock in the Subscription Offering in accordance with this Stock Issuance Plan. No Deposit Account shall be deemed to give rise to more than one Subscription Right, even if there are multiple owners of such account.

     1.55. Subsidiary . “Subsidiary shall mean any corporation, financial institution, joint venture, partnership, limited liability company, trust or other business entity: (i) 25% or more of any outstanding class of whose voting interests is directly or indirectly owned by the relevant person, or is held by it with power to vote; (ii) the election of a majority of whose directors, trustees, general partners or comparable governing body is controlled in any manner by the relevant person; or (iii) with respect to the management or policies of which the relevant person has the power, directly or indirectly, to exercise a controlling influence. Subsidiary shall include an indirect Subsidiary of the relevant Person which is controlled in any manner specified above through one or more corporations or financial institutions which are themselves Subsidiaries.

     1.56. Supplemental Eligibility Record Date . “Supplemental Eligibility Record Date” shall mean the last day of the calendar quarter preceding the approval of the Stock Issuance Plan by the FDIC and WDFI.

     1.57. Supplemental Eligible Account Holder . “Supplemental Eligible Account Holder” shall mean the holder of a Qualifying Deposit in WSB (other than an Officer or Director or their Associates) on the Supplemental Eligibility Record Date.

     1.58. Syndicated Community Offering . “Syndicated Community Offering” shall mean the best-efforts offering by broker-dealers who will offer shares of Common Stock to members of the general public to the extent shares of Common Stock remain available after satisfying all subscriptions received in the Subscription Offering and all orders received in the Community Offering and accepted by the SHC.

     1.59. Voting Record Date . “Voting Record Date” shall mean the date fixed by the Board of Directors of WSB for determining the Members of WSB eligible to vote on the Plan of Reorganization at the Special Meeting, which date shall not be less than 10 nor more than 60 days prior to the date of the Special Meeting without the prior approval of the FDIC and WDFI.

     1.60. WDFI . “WDFI” shall mean the Wisconsin Department of Financial Institutions or any successor thereto.

     1.61. WDFI’s Mutual Holding Company Regulations . “WDFI’s Mutual Holding Company Regulations” shall mean the guidelines of the WDFI governing

A-9

mutual holding company formations, as set forth at Section 214.0095 of the Wisconsin Statutes and Chapter DFI-SB 22 of the Wisconsin Administrative Code.

     1.62. WSB . “WSB” shall mean Wauwatosa Savings Bank, a Wisconsin mutual savings bank, including, where appropriate, any successor Wisconsin stock savings bank resulting from a conversion from a mutual savings bank to a stock savings bank.

ARTICLE II
THE STOCK OFFERING

     2.1. Funding of Charitable Foundation.

          (a) As part of the Stock Offering, if approved as contemplated in the Plan of Reorganization, the SHC intends to issue to the Foundation as a contribution that percent of Common Stock issued in the Stock Offering that will have an aggregate Actual Issue Price of approximately $5,000,000 at the maximum, as adjusted, of the Offering Range. WSB, the SHC or the MHC may also make a cash contribution to the Foundation. Section 3.7 of the Plan of Reorganization describes the operations of the Foundation in more detail.

          (b) The Foundation is being funded in connection with the Stock Offering to complement WSB’s existing community reinvestment activities and to share with WSB’s local community a part of WSB’s financial success as a locally headquartered, community minded, financial services institution. The funding of the Foundation with Common Stock accomplishes this goal as it enables the community to share in the growth and profitability of the SHC and WSB over the long term.

     2.2. Prospectus Delivery .

          (a) Prior to commencement of the Subscription Offering and Community Offering, WSB shall file with the FDIC, the WDFI and, if applicable, the FRB, all necessary applications in accordance with all applicable regulations and WSB shall not distribute the final Prospectus until all necessary approvals, including but not limited to approval of the Minority Stock Issuance Application, have been received from the FDIC, the WDFI and the FRB and the Registration Statement has been declared effective by the SEC, as required by applicable law. The Stock Offering shall be conducted in compliance with all applicable rules and regulations of the FDIC, the WDFI, and the FRB.

          (b) WSB may commence the Subscription Offering and, provided that the Subscription Offering has commenced, may commence the Community Offering concurrently with, during or after the proxy solicitation of Members. WSB may close the

A-10

Subscription Offering before the Special Meeting, provided that the offer and sale of the Common Stock shall be conditioned upon approval of the Plan of Reorganization by the Members at the Special Meeting.

          (c) WSB’s proxy solicitation materials may require Eligible Account Holders, Supplemental Eligible Account Holders and other Subscribers to return to WSB by a reasonable date certain a postage prepaid card or other written communication requesting receipt of the Prospectus with respect to the Subscription Offering, provided that if the Prospectus is not mailed concurrently with the proxy solicitation materials, the Subscription Offering shall not be closed until the expiration of 30 days after the mailing of the proxy solicitation materials.

     2.3. Number of Shares and Purchase Price of Shares .

          (a) All shares of Common Stock sold in the Stock Offering, including shares sold in the Subscription Offering and Community Offering, but excluding shares contributed to the Foundation, shall be sold at a uniform price per share, as required by applicable regulations, referred to in this Stock Issuance Plan as the “Actual Purchase Price”. The Actual Purchase Price and the total number of shares to be issued in the Stock Offering shall be determined by the Board of Directors of WSB immediately prior to the simultaneous completion of all such sales contemplated by this Stock Issuance Plan on the basis of the Estimated Valuation Range and the Offering Range. The Estimated Valuation Range shall be determined for such purpose by an independent appraiser on the basis of such appropriate factors as are not inconsistent with the FDIC’s Mutual Holding Company Regulations and the WDFI’s Mutual Holding Company Regulations.

          (b) Immediately prior to the Subscription Offering, an Offering Range shall be established within the Estimated Valuation Range. The Maximum Purchase Price shall then be determined by the Board of Directors of WSB. The Offering Range and Estimated Valuation Range may be revised after the completion of the Subscription Offering with the approval of the FDIC and WDFI, without a resolicitation of proxies or Order Forms or both. If upon completion of the Stock Offering, the Actual Purchase Price is less than the Maximum Purchase Price, the difference in such prices multiplied by the number of shares sold to a Subscriber shall be refunded to such Subscriber unless the Subscriber affirmatively elects to have the difference applied to the purchase of additional shares of Common Stock.

          (c) Notwithstanding the foregoing, no sale of Common Stock may be consummated unless, prior to such consummation, the independent appraiser confirms to WSB, and to the FDIC and WDFI that, to the best knowledge of the independent appraiser, nothing of a material nature has occurred which, taking into account all

A-11

relevant factors, would cause the independent appraiser to conclude that the aggregate value of Common Stock at the Actual Purchase Price is incompatible with its estimate of the aggregate consolidated pro forma market value of WSB. If such confirmation is not received, WSB may cancel the Subscription Offering and Community Offering, hold a new Subscription Offering and Community Offering or take such other action as the FDIC and WDFI may permit.

          (d) The Common Stock to be issued in the Stock Offering shall be fully paid and nonassessable, unless subject to any limitations imposed by applicable state law.

     2.4. Method of Offering Shares .

     The Common Stock shall be offered and sold in the Subscription Offering, Community Offering and/or Syndicated Community Offering, or in such other manner as the FDIC and WDFI may approve, as hereinafter provided in this Section 2.4.

          (a)  Subscription Offering

          Subscription Rights shall be issued at no cost to Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members, and Directors, Officers, and employees of WSB pursuant to priorities established by this Stock Issuance Plan, the FDIC’s Mutual Holding Company Regulations, and the WDFI’s Mutual Holding Company Regulations. Such rights are subject in all cases to the purchase limitations set forth in Section 2.5 of this Stock Issuance Plan. The priorities established for the purchase of shares are as follows.

               (1)  Category 1: Eligible Account Holders

                    (A) Each Eligible Account Holder shall receive, without payment, Subscription Rights entitling such Eligible Account Holder to purchase that number of shares of Common Stock in the Stock Offering that is equal to $500,000.

                    (B) Subscription Rights received by Officers and Directors of WSB and their Associates, as Eligible Account Holders, based on their increased deposits in WSB in the one-year period preceding the Eligibility Record Date shall be subordinated to all other subscriptions involving the exercise of Subscription Rights pursuant to this Category 1.

                    (C) In the event of an oversubscription for shares of Common Stock by Eligible Account Holders, shares of Common Stock shall be allocated among subscribing Eligible Account Holders so as to permit each Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or

A-12

her total allocation equal to 100 shares or the total amount of his or her subscription, whichever is less. Thereafter, any shares remaining shall be allocated among Eligible Account Holders in the proportion that the amount of the Qualifying Deposits of each such Eligible Account Holder bears to the total amount of the Qualifying Deposits of all such Eligible Account Holders. If the amount of shares so allocated to one or more Eligible Account Holders exceeds the amount subscribed for by such Eligible Account Holder(s), the excess shall be reallocated (one or more times, as necessary) among those Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated or all subscriptions satisfied.

               (2)  Category 2: Employee Stock Benefit Plans

          Each Employee Stock Benefit Plan shall receive, without payment, Subscription Rights to purchase the number of shares of Common Stock requested by such Employee Stock Benefit Plan, subject to the availability of sufficient shares of Common Stock after filling in full all subscription orders of Eligible Account Holders. The Employee Stock Benefit Plans shall not be deemed to be Associates of any Director, Officer or employee of WSB. In the event that, after completion of the Subscription Offering, the number of shares of Common Stock to be issued is increased to an amount greater than the number of shares representing the maximum of the Offering Range, the Employee Stock Benefit Plans shall have a priority right to purchase any such shares exceeding the maximum shares up to the purchase limitations set forth in Section 2.5 of this Stock Issuance Plan. The Employee Stock Benefit Plans may choose to buy in the Offering none, some or all of the amount for which rights have been granted, and may purchase shares in the open market after closing.

               (3)  Category 3: Supplemental Eligible Account Holders

                    (A) Each Supplemental Eligible Account Holder shall receive, without payment, Subscription Rights entitling such Supplemental Eligible Account Holder to purchase that number of shares of Common Stock to be issued and sold by the SHC in the Stock Offering that is equal to $500,000.

                    (B) In the event of an oversubscription for shares of Common Stock by Supplemental Eligible Account Holders, available shares shall be allocated among subscribing Supplemental Eligible Account Holders so as to permit each Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation equal to 100 shares or the total amount of his or her subscription, whichever is less. Thereafter, any shares remaining shall be allocated among Supplemental Eligible Account Holders in the proportion that the amount of the Qualifying Deposit of each such

A-13

Supplemental Eligible Account Holder bears to the total amount of the Qualifying Deposits of all such Supplemental Eligible Account Holders. If the amount of shares so allocated to one or more Supplemental Eligible Account Holders exceeds the amount subscribed for by such Supplemental Eligible Account Holder(s), the excess shall be reallocated (one or more times, as necessary) among those Supplemental Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated or all subscriptions satisfied.

               (4)  Category 4: Other Members

          Other Members shall receive, without payment, Subscription Rights to purchase shares of Common Stock, after satisfying the subscriptions of Eligible Account Holders, Employee Stock Benefit Plans, and Supplemental Eligible Account Holders, subject to the following conditions:

                    (A) Each such Other Member shall be entitled to subscribe for the maximum purchase limitation established for the Community Offering.

                    (B) In the event of an oversubscription for shares of Common Stock by Other Members, the available shares of Common Stock shall be allocated among the subscribing Other Members on a pro rata basis based on the size of the order of each Other Member whose order remains unfulfilled.

               (5)  Category 5: Directors, Officers and Employees of WSB

     Each Director, Officer and employee (full or part-time) of WSB who does not qualify in a preceding category will, as of the date of the commencement of the Subscription Offering, receive, without payment, Subscription Rights to purchase shares of Common Stock, after satisfying the subscriptions of Eligible Account Holders, Employee Stock Benefit Plans, Supplemental Eligible Account Holders and Other Members, subject to the following conditions:

                    (A) The total number of shares that may be purchased under this Category may not exceed 25 % of the total number of shares issued by the SHC in the Stock Offering.

                    (B) The maximum amount of shares which may be purchased under this Category by any Director, Officer or employee of WSB is $500,000 of SHC Common Stock.

                    (C) In the event of an oversubscription for shares of Common Stock by Directors, Officers and employees of WSB pursuant to this Category,

A-14

available shares shall be allocated among individual subscribing Directors, Officers and employees of WSB pro rata among all of the subscribers in this category.

          (b) Community Offering

               (1) Any shares of Common Stock not subscribed for by Eligible Account Holders, the Employee Stock Benefit Plans, Supplemental Eligible Account Holders, Other Members, and Directors, Officers and employees of WSB may be offered in a Community Offering to whomever a Prospectus is delivered, giving first preference to Preferred Other Purchasers, or under such other terms and conditions as may be established by the Board of Directors of WSB and approved by the FDIC and WDFI. The Community Offering may commence concurrently with, during or as soon as practicable after the completion of the Subscription Offering and must be completed within 45 days after completion of the Subscription Offering, unless extended with the approval of the FDIC and WDFI. The shares of Common Stock may be made available in the Community Offering through a direct community marketing program that may provide for utilization of a broker, dealer, consultant, or investment banking firm, experienced and expert in the sale of financial institution securities. Such entities may be compensated on a fixed fee basis, on a commission basis, or a combination thereof.

               (2) The right to subscribe for shares of Common Stock under this Category is subject to the right of WSB to accept or reject such subscriptions in whole or in part.

               (3) If orders are received in the Community Offering for shares in excess of the available Common Stock, accepted subscriptions from Preferred Other Purchasers shall first be filled (subject to the maximum purchase limitation set forth in Section 2.5(b) of this Stock Issuance Plan and the minimum purchase limitation set forth in Section 2.5(k) of this Stock Issuance Plan), before any subscriptions in the Community Offering are filled from Subscribers who are not Preferred Other Purchasers. If Preferred Other Purchasers order more shares of Common Stock than are available for purchase in the Community Offering, available shares of Common Stock shall be allocated first to Preferred Other Purchasers pro rata (to the extent of their orders) in the same proportion as the amount of the Common Stock ordered by each bears to the total amount of the Common Stock ordered by all Preferred Other Purchasers. WSB may require a Person to provide evidence, satisfactory to WSB, that such Person qualifies as a Preferred Other Purchaser. Determinations as to whether a Person qualifies as a Preferred Other Purchaser shall be made by WSB in its sole discretion and shall be final and conclusive.

               (4) To the extent that there are shares of Common Stock available after satisfaction of the subscriptions of Preferred Other Purchasers, accepted

A-15

subscriptions from Subscribers in the Community Offering who are not Preferred Other Purchasers shall be filled (subject to the maximum purchase limitation set forth in Section 2.5(b) of this Stock Issuance Plan and the minimum purchase limitation set forth in Section 2.5(k) of this Stock Issuance Plan). If these Subscribers order more shares of Common Stock than are available for purchase in the Community Offering, available shares of Common Stock shall be allocated to such Subscribers on an equitable basis.

               (5) The Community Offering may be terminated at any time, at WSB’s discretion. In the event a Community Offering does not appear feasible, WSB will immediately consult the FDIC and WDFI to determine the most viable alternative available to effect the completion of the Stock Offering. Should no viable alternative exist, WSB may terminate the Stock Offering with the concurrence of the FDIC and WDFI.

          (c) Syndicated Community Offering .

     Any shares of Common Stock not sold in the Subscription Offering or in the Community Offering, if any, may then be sold through broker-dealers to the general public in a Syndicated Community Offering, subject to such terms, conditions and procedures as may be determined by WSB’s Board of Directors, in a manner that will achieve a wide distribution of the Common Stock and subject to the right of WSB and the SHC, in their absolute discretion, to accept or reject in whole or in part any subscriptions in the Syndicated Community Offering. In the Syndicated Community Offering, if any, any person may purchase up to the maximum purchase limitation established for the Community Offering, subject to the maximum and minimum purchase limitations specified in Section 2.5. WSB may commence the Syndicated Community Offering at any time after the mailing to the Members of the proxy statement to be used in connection with the special meeting of Members. The Syndicated Community Offering may be terminated at any time at WSB’s discretion, and shall be completed within 45 days after the termination of the Subscription Offering, unless such period is extended as provided above.

     2.5. Limitations Upon Purchases .

     The following additional limitations shall be imposed upon purchases of shares of Common Stock in the Stock Offering.

          (a) The aggregate amount of Common Stock owned or controlled by persons other than the MHC at the close of the Reorganization shall be less than 50 percent of the amount of SHC’s outstanding Common Stock.

A-16

          (b) Purchases of Common Stock in all categories of the Stock Offering combined by any Person, and Associates thereof, or a group of Persons Acting in Concert, shall be limited to an aggregate purchase price of $500,000, except that the Foundation may hold that number of shares of Common Stock authorized by Section 2.1 of this Plan and the Employee Stock Benefit Plans may purchase up to 8 percent of the total Common Stock sold in the Stock Offering (but in no event shall Common Stock acquired by the Employee Stock Benefit Plans exceed 10 percent of the stockholders’ equity of the SHC at the completion of the Stock Offering held by persons other than the MHC); shares to be held by the Employee Stock Benefit Plans and attributable to a Person shall not be aggregated with other shares purchased directly by or otherwise attributable to such Person.

          (c) Purchases of Common Stock in the Community Offering and Syndicated Community Offering by any Person, shall be limited to an aggregate purchase price of $500,000.

          (d) Officers, Directors and their Associates at the time of the Stock Offering and Non-Tax-Qualified Plans may not purchase in the Stock Offering in the aggregate more than 25 percent of the Common Stock issued in the Stock Offering or an amount of Common Stock that exceeds 25 percent of the stockholders’ equity of the SHC at the completion of the Stock Offering held by persons other than the MHC.

          (e) Members of WSB’s Board of Directors will not be deemed to be Associates or a Group Acting in Concert with other directors or trustees solely as a result of membership on such Board of Directors.

          (f) WSB’s Board of Directors, with the approval of the FDIC and WDFI and without further approval of Members, may, as a result of market conditions and other factors, increase or decrease one or both of the purchase limitations in paragraphs (b) and (c) above. Such purchase limitations may be decreased to no less than 0.1 percent and may be increased to 5 percent of the total number of shares of Common Stock offered in the Stock Offering. If WSB increases the maximum purchase limitations, WSB is only required to resolicit persons who subscribed in the Subscription Offering for the maximum purchase amount and may, in the sole discretion of WSB, resolicit certain other large subscribers. If WSB decreases the maximum purchase limitations, the orders of any person who subscribed for the maximum purchase amount shall be decreased by the minimum amount necessary so that such person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such person.

          (g) [Reserved]

A-17

          (h) The purchase limitation in paragraphs 2.5(b) and (c) above may be increased to exceed 5 percent of the shares of Common Stock, provided that orders for Common Stock exceeding 5 percent shall not exceed in the aggregate 10 percent of the shares of Common Stock offered in the Stock Offering, except that Employee Stock Benefit Plans may purchase in the aggregate an amount of Common Stock that aggregates 10 percent of such shares of Common Stock.

          (i) No person purchasing Common Stock in the Stock Offering may fund such purchase through a loan from WSB or any affiliate of WSB.

          (j) Neither a Non-Tax-Qualified Plan nor any Associate shall purchase 10 percent of the Common Stock issued in the Stock Offering or shall purchase Common Stock in the Stock Offering in an amount that exceeds 10 percent of the stockholders’ equity of the SHC at the completion of the Stock Offering held by persons other than the MHC; shares held or to be held by any Non-Tax-Qualified Plan or Employee Benefit Plans and attributable to a person shall not be counted for purposes of the limitation in this paragraph (j).

          (k) To the extent that shares of Common Stock are available, no Subscriber will be allowed to purchase fewer than 25 shares of Common Stock.

          (l) Each Person purchasing Common Stock in the Stock Offering shall be deemed to confirm that such purchase does not conflict with the purchase limitations under this Stock Issuance Plan or otherwise imposed by law, rule or regulation.

     2.6. Mailing of Offering Materials and Collation of Subscriptions .

     The sale of all shares of Common Stock offered pursuant to the Stock Issuance Plan must be completed within 24 months after approval of the Stock Issuance Plan at the Special Meeting. After approval of the Stock Issuance Plan by the FDIC and WDFI and the declaration of the effectiveness of the Registration Statement, WSB shall distribute the final Prospectus and Order Forms for the purchase of shares of Common Stock in accordance with the terms of this Stock Issuance Plan.

     Self-addressed, postage prepaid, return envelopes shall accompany all Order Forms when they are mailed. Failure of any eligible subscriber to return a properly completed and executed Order Form within the prescribed time limits shall be deemed a waiver and a release by such eligible subscriber of any rights to purchase shares of Common Stock under the Stock Issuance Plan.

     The sale of all shares of Common Stock proposed to be issued in connection with the Stock Offering must be completed within 45 days after the last day of the Subscription Offering, unless extended by WSB with the approval of the FDIC and

A-18

WDFI. In the event the Subscription Offering and Community Offering are commenced prior to the date of the Special Meeting, the offer and sale of Common Stock pursuant thereto shall be conditioned upon approval of the Plan of Reorganization by the Members.

     2.7. Method of Payment in the Community and Subscription Offerings .

     Payment for all shares of Common Stock in the Subscription Offering or the Community Offering may be made by check or by money order, or if a Subscriber has a Deposit Account in WSB such Subscriber may authorize WSB to charge certain types of Deposit Accounts designated by WSB. WSB shall pay interest at not less than the passbook rate on all amounts paid by check or money order to purchase shares of Common Stock from the date payment is received until the Stock Offering is completed or terminated. WSB will not knowingly offer or sell Common Stock to any Person whose purchase would be financed by funds loaned, directly or indirectly, to the Person by WSB.

     If a Subscriber authorizes WSB to charge his Deposit Account, the funds shall continue to earn interest, but may not be otherwise used by such Subscriber unless the Stock Offering is terminated. The withdrawal shall be given effect only concurrently with the sale of all shares of Common Stock in the Stock Offering and only to the extent necessary to satisfy the subscription at a price equal to the Actual Purchase Price. WSB shall allow Subscribers to purchase shares of Common Stock by withdrawing funds from certificate accounts held with WSB without the assessment of early withdrawal penalties. In the case of early withdrawal of only a portion of such account, if the remaining balance of the account is less than the applicable minimum balance requirement, then the remaining balance shall earn interest at the passbook rate. This waiver of the early withdrawal penalty is applicable only to withdrawals made in connection with the purchase of Common Stock under the Stock Issuance Plan.

     Employee Stock Benefit Plans may subscribe for shares by submitting an Order Form, along with evidence of a loan commitment from a financial institution, the SHC or the MHC for the purchase of shares, during the Subscription Offering and by making payment for