PLAN OF CHARTER CONVERSION
                            WAUWATOSA HOLDINGS, INC.


         RESOLVED, that this Plan of Charter Conversion is hereby adopted and
approved as follows:

         1.    Wauwatosa  Holdings,  Inc.  (the "Company")  shall   convert  its
               Wisconsin  charter to  a federal  mid-tier  stock holding company
               charter. The charter conversion  shall be accomplished by merging
               the  Company  into  a  federal  mid-tier  stock  holding  company
               ("Federal Mid-Tier") subsidiary of Lamplighter Financial,  MHC, a
               federal mutual holding company,  with the Federal Mid-Tier as the
               surviving entity,  or in  such other manner as may be approved or
               required by the Office of Thrift Supervision.  Attached hereto is
               the form of merger agreement by which the Company will merge into
               Federal Mid-Tier.

         2.    The  main  office  of  Federal  Mid-Tier  following   the charter
               conversion   shall  be  located  at:   11200  West  Plank  Court,
               Wauwatosa,  Wisconsin 53226.  Upon  completion  of  the Company's
               conversion  to  a federal  mid-tier  stock  holding company,  the
               resulting   institution  shall  satisfy in  full,   or  otherwise
               assume, all the creditor obligations of the Company.

         4.    All outstanding shares of Company common stock shall be converted
               on  a  one-for- one  basis  into  shares  of  common stock of the
               Federal Mid-Tier.



Date: February 21, 2007