SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

St. Francis Capital Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

-----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

-----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(4) Date filed:

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2
ST. FRANCIS CAPITAL CORPORATION [LOGO]

13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700

December 16, 1998

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders
(the "Annual Meeting") of St. Francis Capital Corporation (the "Company"), the
holding company for St. Francis Bank, F.S.B., which will be held on Wednesday,
January 27, 1999, at 10:00 a.m. Milwaukee time, at the Midway Hotel Airport,
5105 S. Howell Avenue, Milwaukee, Wisconsin.

The attached Notice of Annual Meeting of Shareholders and Proxy
Statement describe the formal business to be conducted at the Annual Meeting. We
also have enclosed a copy of the Company's Summary Annual Report and the
Company's Form 10-K Annual Report for the fiscal year ended September 30, 1998.
Directors and officers of the Company, as well as representatives of KPMG Peat
Marwick LLP, the Company's independent auditors, will be present at the Annual
Meeting to respond to any questions that our shareholders may have.

The vote of every shareholder is important to us. Please sign and
return the enclosed appointment of proxy form promptly in the postage-paid
envelope provided, regardless of whether you are able to attend the Annual
Meeting in person. If you attend the Annual Meeting, you may vote in person even
if you have already mailed your proxy.

On behalf of the Board of Directors and all of the employees of the
Company, I wish to thank you for your continued support.

Sincerely yours,

/s/ Thomas R. Perz
Thomas R. Perz
President and Chief Executive Officer

ST. FRANCIS CAPITAL CORPORATION [LOGO]

13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700
--------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 27, 1999
---------------

TO THE HOLDERS OF COMMON STOCK OF ST. FRANCIS CAPITAL CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of St. Francis Capital Corporation (the "Company") will be
held on Wednesday, January 27, 1999, at 10:00 a.m., Milwaukee time, at the
Midway Hotel Airport, 5105 S. Howell Avenue, Milwaukee, Wisconsin. The Annual
Meeting is for the purpose of considering and voting upon the following matters,
all of which are set forth more completely in the accompanying Proxy Statement:

1. Election of three directors each for three-year terms, and in
each case until his successor is elected and qualified;

2. Approval of an amendment to the St. Francis Capital
Corporation 1997 Stock Option Plan;

3. Approval of an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of
common stock from 12,000,000 to 24,000,000;

4. Approval of an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of
preferred stock from 6,000,000 to 12,000,000;

5. Approval of an amendment to the Articles of Incorporation to
require that shareholder proposals and director nominations be
submitted to the Company pursuant to the advance notice
requirements of, and in the manner provided for in, the
Company's proposed amended By-laws;

6. Ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of the Company for the fiscal year ending
September 30, 1999; and

7. Such other matters as may properly come before the Annual
Meeting or any adjournments or postponements thereof. The
Board of Directors is not aware of any other such business.

The Board of Directors has established December 1, 1998 as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting and any adjournments or postponements thereof. Only
shareholders of record as of the close of business on that date will be entitled
to vote at the Annual Meeting or any adjournments or postponements thereof. In
the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned or postponed in order to permit further solicitation of
proxies by the Company.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ William R. Hotz
Milwaukee, Wisconsin William R. Hotz
December 16, 1998 Executive Vice President, Secretary and General Counsel

================================================================================
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN
TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
================================================================================

ST. FRANCIS CAPITAL CORPORATION [LOGO]

13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700

---------------
PROXY STATEMENT
---------------

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 27, 1999
------------------------------

This Proxy Statement is being furnished to holders of common stock,
$0.01 par value per share (the "Common Stock") of St. Francis Capital
Corporation (the "Company") in connection with the solicitation on behalf of the
Board of Directors of the Company of proxies to be used at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held on Wednesday, January 27, 1999,
at 10:00 a.m., Milwaukee time, at the Midway Hotel Airport, 5105 S. Howell
Avenue, Milwaukee, Wisconsin and at any adjournments or postponements thereof.

The 1998 Summary Annual Report and the Company's Form 10-K Annual
Report, including the Company's consolidated financial statements for the fiscal
year ended September 30, 1998, accompany this Proxy Statement and appointment
form of proxy (the "proxy"), which are being mailed to shareholders on or about
December 16, 1998.

RECORD DATE AND OUTSTANDING SHARES

Only shareholders of record at the close of business on December 1,
1998 (the "Voting Record Date") will be entitled to vote at the Annual Meeting.
On the Voting Record Date, there were 4,635,265 shares of Common Stock
outstanding and the Company had no other class of securities outstanding.

QUORUM

The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting.

ABSTENTIONS AND BROKER NON-VOTES

Abstentions (i.e., shares for which authority is withheld to vote for a
matter) are included in the determination of shares present and voting for
purposes of whether a quorum exists. For the election of directors, abstentions
will have no effect on the outcome of the vote because directors are elected by
a plurality of the votes cast. For all other matters to be voted on at the
Annual Meeting, abstentions will be included in the number of shares voting on a
matter, and consequently, an abstention will have the same practical effect as a
vote against such matter.

Proxies relating to "street name" shares (i.e., shares held of record
by brokers or other third party nominees) that are voted by brokers or other
third party nominees on certain matters will be treated as shares present and
voting for purposes of determining the presence or absence of a quorum. "Broker
non-votes" (i.e., proxies submitted by brokers or third party nominees
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote shares as to a matter with respect to
which the brokers or third party nominees do not have discretionary power to
vote under the rules of the New York Stock Exchange) will be considered present
for the purpose of establishing a quorum, but will not be treated as shares
entitled to vote on such matters.

Matter 2 (Amendment to 1997 Stock Option Plan), Matter 4 (Increase in
Authorized Shares of Preferred Stock) and Matter 5 (Change in Advance Notice
Requirements Applicable to Shareholder Proposals and Director Nominations) to be
considered at the Annual Meeting are considered "non-discretionary" proposals
for which there will be broker non-votes. A broker non-vote with respect to such
matters will have the same practical effect as a vote against that matter.
Matter 1 (Election of Directors), Matter 3 (Increase in Authorized Shares of
Common Stock) and Matter 6 (Appointment of KPMG Peat Marwick LLP) are considered
"discretionary" proposals for which brokers and third party nominees may vote
proxies notwithstanding the fact that they have not received voting instructions
from the beneficial owners of shares; consequently, shares held by brokers or
third party nominees will be counted if and as voted by such brokers and third
party nominees.

VOTING

Matter 1 (Election of Directors). The proxy being provided by the Board
of Directors enables a shareholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for the nominees being
proposed. Article VI of the Company's Articles of Incorporation provides that
there will be no cumulative voting by shareholders for the election of the
Company's directors. Under the Wisconsin Business Corporation Law ("WBCL"),
directors are elected by a plurality of the votes cast with a quorum present,
meaning that the three nominees receiving the most votes will be elected
directors.

Matter 2 (Amendment to 1997 Stock Option Plan) and Matter 6
(Appointment of KPMG Peat Marwick LLP). The affirmative vote of a majority of
the shares of Common Stock represented in person or by proxy at the Annual
Meeting is necessary to approve the amendment to the St. Francis Capital
Corporation 1997 Stock Option Plan (the "1997 Stock Option Plan") and to ratify
the appointment of KPMG Peat Marwick LLP as auditors for the fiscal year ending
September 30, 1999.

Matters 3, 4 and 5 (Amendments to Articles of Incorporation). The
affirmative vote of the holders of 80% of the outstanding shares of Common Stock
entitled to vote at the Annual Meeting is required for the approval and adoption
of the amendments to the Company's Articles of Incorporation to: (i) increase
the authorized shares of Common Stock; (ii) increase the authorized shares of
preferred stock, $0.01 par value per share ("Preferred Stock"); and (iii)
require that shareholder proposals and director nominations be submitted to the
Company pursuant to the advance notice requirements of, and in the manner
provided for, in the Company's proposed amended By-laws.

As provided in the Company's Articles of Incorporation, record holders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "10% Limit") are not entitled to any vote in respect of the
shares held in excess of the 10% Limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as such persons acting
in concert with, such person or entity. The Company's Articles of Incorporation
authorize the Board to make all determinations necessary to implement and apply
the 10% Limit, including determining whatever persons or entities are acting in
concert.

-2-

SOLICITATION AND REVOCATION

Shareholders are requested to vote by completing the enclosed proxy and
returning it signed and dated in the enclosed postage-paid envelope.
Shareholders are urged to indicate their vote in the spaces provided on the
proxy. Proxies solicited by the Board of Directors of the Company will be voted
in accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted:

- FOR the election of the nominees for director named in this
Proxy Statement;
- FOR approval of the amendment to the 1997 Stock Option
Plan;
- FOR approval of the amendment to the Company's Articles of
Incorporation to increase the authorized shares of Common
Stock from 12,000,000 to 24,000,000;
- FOR approval of the amendment to the Company's Articles of
Incorporation to increase the authorized shares of Preferred
Stock from 6,000,000 to 12,000,000;
- FOR approval of an amendment to the Company's Articles of
Incorporation to require that shareholder proposals and
director nominations be submitted to the Company pursuant to
the advance notice provisions of, and in the manner provided
for in, the Company's proposed amended By-laws; and
- FOR the ratification of the appointment of KPMG Peat Marwick
LLP as independent auditors of the Company for the fiscal
year ending September 30, 1999.

Returning your completed proxy form will not prevent you from voting in person
at the Annual Meeting should you be present and wish to do so.

Any shareholder giving a proxy has the power to revoke it any time
before it is exercised by (i) filing with the Secretary of the Company written
notice thereof (William R. Hotz, Secretary, St. Francis Capital Corporation,
13400 Bishops Lane, Suite 350, Brookfield, Wisconsin 53005-6203); (ii)
submitting a duly-executed proxy bearing a later date; or (iii) appearing at the
Annual Meeting and giving the Secretary notice of his or her intention to vote
in person. If you are a shareholder whose shares are not registered in your own
name, you will need additional documentation from your record holder to vote
personally at the Annual Meeting. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment or postponement thereof and will not
be used for any other meeting.

The cost of solicitation of proxies by mail on behalf of the Board of
Directors will be borne by the Company. The Company has retained D.F. King &
Co., Inc., a professional proxy solicitation firm, to assist in the solicitation
of proxies. D.F. King & Co., Inc. will be paid a fee of $5,000, plus
reimbursement for out-of-pocket expenses. Proxies also may be solicited by
personal interview or by telephone, in addition to the use of the mails by
directors, officers and regular employees of the Company and St. Francis Bank,
F.S.B. ("St. Francis Bank"), without additional compensation therefor. The
Company also has made arrangements with brokerage firms, banks, nominees and
other fiduciaries to forward proxy solicitation materials for shares of Common
Stock held of record by the beneficial owners of such shares. The Company will
reimburse such holders for their reasonable out-of-pocket expenses.

Proxies solicited hereby will be returned to the Board of Directors,
and will be tabulated by inspectors of election designated by the Board of
Directors, who will not be employed by, or a director of, the Company or any of
its affiliates.

-3-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth the beneficial ownership of shares of
Common Stock as of October 31, 1998 (except as noted otherwise below) by (i)
each shareholder known to the Company to beneficially own more than 5% of the
shares of Common Stock outstanding, as disclosed in certain reports regarding
such ownership filed with the Company and with the Securities and Exchange
Commission (the "SEC"), in accordance with Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) each
director and director nominee of the Company, (iii) each of the executive
officers of the Company appearing in the Summary Compensation Table below, and
(iv) all directors and executive officers as a group.

NUMBER OF SHARES
BENEFICIALLY
NAME OWNED (1) PERCENT OF CLASS*
---- ---------------- -----------------

Brandes Investment Partners, Incorporated (6)................. 255,547 5.5%
Neumeier Investment Counsel (7)............................... 326,100 7.0
St. Francis Bank, F.S.B.
Employee Stock Ownership Trust (5).......................... 298,595 6.4
Thomas R. Perz (2)(3)(4)...................................... 187,779 4.0
David J. Drury (2)............................................ 14,525 **
Rudolph T. Hoppe (2).......................................... 37,973 **
Edward W. Mentzer (2)......................................... 39,969 **
Jeffrey A. Reigle (2)......................................... 7,100 **
John C. Schlosser (2)(3)(4)................................... 122,602 2.6
Julia H. Taylor (2)(3)........................................ 6,075 **
Edmund O. Templeton (2)....................................... 71,267 1.5
James C. Hazzard (2)(3)(4).................................... 16,018 **
Bradley J. Smith (2)(3)....................................... 7,750 **
Jon D. Sorenson (2)(3)(4)..................................... 48,013 1.0
All directors and executive officers
as a group (23 persons) (2)(3)(4)........................... 793,988 16.0%

- --------------------

* As of the Voting Record Date.
** Amount represents less than 1% of the total shares of Common Stock
outstanding.

(1) Unless otherwise indicated, includes shares of Common Stock held
directly by the individuals as well as by members of such individuals'
immediate family who share the same household, shares held in trust and
other indirect forms of ownership over which shares the individuals
effectively exercise sole or shared voting and/or investment power.
Fractional shares of Common Stock held by certain executive officers
under the St. Francis Bank, F.S.B. Employee Stock Ownership Plan
("ESOP") have been rounded to the nearest whole share.
(2) Includes shares of Common Stock which the named individuals have the
right to acquire within 60 days of the Voting Record Date pursuant to
the exercise of stock options as follows: Mr. Perz - 73,500 shares; Mr.
Drury - 14,000 shares; Mr. Hoppe - 8,940 shares; Mr. Mentzer - 9,059
shares; Mr. Reigle - 6,000 shares; Mr. Schlosser - 34,000 shares; Ms.
Taylor - 6,000 shares; Mr. Templeton - 20,822 shares; Mr. Hazzard -
9,167 shares; Mr. Smith - 7,750 shares; and Mr. Sorenson - 28,277
shares.
(3) Does not include options for shares of Common Stock which do not vest
within 60 days of the Voting Record Date which have been awarded to
executive officers under the St. Francis Capital Corporation 1993
Incentive Stock Option Plan and the St. Francis Capital Corporation
1997 Stock Option Plan.
(4) Includes shares of Common Stock allocated to certain executive officers
under the ESOP, for which such individuals possess shared voting power,
of which approximately 19,046 have been allocated to the accounts of
the named executive officers in the Summary Compensation Table as
follows: Mr. Schlosser - 5,798; Mr. Perz - 5,419; Mr. Hazzard - 4,601
and Mr. Sorenson - 3,228.
(5) Marshall & Ilsley Trust Company ("Trustee") is the trustee for the St.
Francis Bank, F.S.B. Employee Stock Ownership Trust. The Trustee's
address is 1000 North Water Street, Milwaukee, Wisconsin 53202.
(6) Based upon Amendment No. 4 to a Schedule 13G, dated February 10, 1998
filed with the Company pursuant to the Exchange Act by Brandes
Investment Partners, L.P., an investment advisor, located at 12750 High
Bluff Drive, Suite 420, San Diego, California 92130.
(7) Based upon Amendment No. 3 to a Schedule 13G, dated January 30, 1998,
filed with the Company pursuant to the Exchange Act by Neumeier
Investment Counsel, an investment advisor, located at 26435 Carmel
Rancho Blvd., Carmel, California 93923.

-4-

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
MATTER 1.
ELECTION OF DIRECTORS

Pursuant to the Articles of Incorporation of the Company, at the first
annual meeting of shareholders of the Company held on January 26, 1994,
directors of the Company were divided into three classes as equal in number as
possible. Directors of the first class were elected to hold office for a term
expiring at the first succeeding annual meeting, directors of the second class
were elected to hold office for a term expiring at the second succeeding annual
meeting and directors of the third class were elected to hold office for a term
expiring at the third succeeding annual meeting, and in each case until their
successors are elected and qualified. At each subsequent annual meeting of
shareholders, one class of directors, or approximately one-third of the total
number of directors, are to be elected for a term of three years. There are no
family relationships among any of the directors and/or executive officers of the
Company. No person being nominated as a director is being proposed for election
pursuant to any agreement or understanding between any person and the Company.

Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted FOR the election of the nominees for director listed
below. If the persons named as nominees should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee recommended by the Board of Directors. At this
time, the Board of Directors knows of no reason why the nominees listed below
may not be able to serve as a director if elected. The following tables present
information concerning the nominees for director and continuing directors.

POSITION WITH THE COMPANY DIRECTOR OF DIRECTOR OF
AND PRINCIPAL OCCUPATION THE COMPANY ST. FRANCIS BANK
NAME AGE DURING THE PAST FIVE YEARS SINCE SINCE
----- --- -------------------------- ----------- ----------------

NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2002

David J. Drury 50 Director of the Company 1994 1997
and St. Francis Bank;
Private investor; From
1994 to 1997, President,
Stolper-Fabralloy Company
LLC, a privately held
manufacturer of
turbomachinery
components, located in
Brookfield, Wisconsin;
From 1989-1993, Executive
Vice President, Oldenburg
Group, Inc., an
industrial holding
company, located in
Milwaukee, Wisconsin;
Since 1989, director of
Jason, Inc., a publicly
held manufacturer of
automotive trim,
finishing, power
generation and industrial
products, located in
Milwaukee, Wisconsin.

-5-

POSITION WITH THE COMPANY DIRECTOR OF DIRECTOR OF
AND PRINCIPAL OCCUPATION THE COMPANY ST. FRANCIS BANK
NAME AGE DURING THE PAST FIVE YEARS SINCE SINCE
---- --- -------------------------- ----------- ----------------

NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2002 (CONT'D)

Rudolph T. Hoppe 72 Director of the Company 1992 1980
and St. Francis Bank;
Prior to retirement, from
1965 to 1990, President
of Glenora Company, an
accounting, tax and
investment services firm,
located in Milwaukee,
Wisconsin; Director,
Plexus Corporation, a
publicly traded
electronic products
manufacturing and design
company, located in
Neenah, Wisconsin.

Thomas R. Perz 54 President, Chief Executive 1992 1983
Officer and Director of
the Company; Chairman of
the Board, President and
Chief Executive Officer
of St. Francis Bank.

INFORMATION WITH RESPECT TO CONTINUING DIRECTORS

DIRECTORS WHOSE TERMS EXPIRE IN 2000

Jeffrey A. Reigle 47 Director of the Company 1997 1997
and St. Francis Bank;
Since 1992, President and
Chief Executive Officer
of Regal Ware, Inc., a
privately held
manufacturer of utensils
and electrical
appliances, located in
Kewaskum, Wisconsin; From
1989-1991, Executive Vice
President-Housewares of
Regal Ware, Inc.

John C. Schlosser 70 Chairman of the Board of 1992 1978
the Company; Director of
St. Francis Bank.

-6-

POSITION WITH THE COMPANY DIRECTOR OF DIRECTOR OF
AND PRINCIPAL OCCUPATION THE COMPANY ST. FRANCIS BANK
NAME AGE DURING THE PAST FIVE YEARS SINCE SINCE
---- --- -------------------------- ----------- ----------------

DIRECTORS WHOSE TERMS EXPIRE IN 2000 (CONT'D)

Edmund O. Templeton 55 Director of the Company 1992 1990
and St. Francis Bank;
Since 1969, President,
Pilot Systems, Inc., a
privately held company
that sells, develops and
services a variety of
computer software
programs for medium-sized
manufacturing companies,
located in Brookfield,
Wisconsin.

DIRECTORS WHOSE TERMS EXPIRE IN 2001

Edward W. Mentzer 62 Director of the Company 1992 1982
and St. Francis Bank;
Currently Chairman
Emeritus, and from 1995
to 1997, Chairman of the
Board of Plastic
Engineered Components
Inc., a privately held
plastic injection molded
products manufacturer,
located in Lincolnshire,
Illinois (formerly
located in Waukesha,
Wisconsin); From 1989 to
1995, President and
Chairman of the Board of
Plastic Engineered
Components Inc.

Julia H. Taylor 45 Director of the Company 1997 1996
and St. Francis Bank;
Since 1986, Executive
Director and Chief
Executive Officer of the
YWCA of Greater Milwaukee

THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST IS REQUIRED FOR
THE ELECTION OF THE DIRECTOR NOMINEES. UNLESS OTHERWISE SPECIFIED, THE SHARES OF
COMMON STOCK REPRESENTED BY THE PROXIES SOLICITED HEREBY WILL BE VOTED IN FAVOR
OF THE ELECTION OF THE ABOVE-DESCRIBED NOMINEES. THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE NOMINEES FOR DIRECTOR.

-7-

MATTER 2.
APPROVAL OF AMENDMENT TO THE
ST. FRANCIS CAPITAL CORPORATION
1997 STOCK OPTION PLAN

DESCRIPTION OF AMENDMENT

The Board of Directors of the Company proposes for consideration and
approval by the Company's shareholders an amendment (the "Option Plan
Amendment") to the St. Francis Capital Corporation 1997 Stock Option Plan (the
"1997 Stock Option Plan") to increase the number of shares authorized for
issuance thereunder by 320,000 shares, or approximately 6.9% of the number of
shares of Common Stock outstanding on the Voting Record Date, to 540,000 shares
of Common Stock. Absent shareholder approval, the Option Plan Amendment will not
be effective. Shareholder approval of the 1997 Stock Option Plan Amendment will
qualify the 1997 Stock Option Plan for granting Incentive Stock Options under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code") with respect to the additional shares authorized for grant, and
is a non-quantitative listing requirement under the By-laws of the National
Association of Securities Dealers, Inc. ("NASD") which is applicable to all
issuers, including the Company, whose shares are traded on the NASDAQ Stock
Market (National Market System) ("NASDAQ").

PURPOSE OF THE OPTION PLAN AMENDMENT

In connection with the conversion of St. Francis Bank from mutual to
stock form and the issuance of the Common Stock in connection therewith in 1993
(the "Conversion"), the Board of Directors adopted two stock option plans, the
St. Francis Capital Corporation 1993 Stock Option Plan for Outside Directors of
the Company and its Affiliates (the "Directors' Plan") and the St. Francis
Capital Corporation 1993 Incentive Stock Option Plan (the "1993 Stock Option
Plan"), which authorized in the aggregate options to purchase 140,185 and
588,777 shares of Common Stock, respectively. The Directors' Plan and 1993 Stock
Option Plan were approved by the Company's shareholders at a Special Meeting of
Shareholders held on September 15, 1993. In connection with the Conversion,
options to purchase 140,185 shares of Common Stock were granted to directors of
the Company under the Directors' Plan and options to purchase 391,108 shares of
Common Stock were granted to officers of the Company under the 1993 Stock Option
Plan. Since the Conversion, options to purchase 197,669 shares of Common Stock
have been granted to eligible participants under the 1993 Stock Option Plan. No
options remain available for future grant under the Directors' Plan and options
to purchase 51,787 shares of Common Stock (which has been adjusted to include
plan shares forfeited) remain available for future grant under the 1993 Stock
Option Plan.

In October 1998, the Board of Directors of the Company reviewed the
scope and adequacy of Company's current stock-based compensation plans with the
long-term objective of increasing the stock-based components of total
compensation paid to directors, officers and employees of the Company and its
subsidiaries. The Board of Directors believes that increasing the stock-based
components of total compensation serves to further align the interests of the
Company's directors, officers and employees and its shareholders. Based upon
such review, the Board of Directors approved the proposed Option Plan Amendment
as a method of increasing the stock-based

-8-

components of total compensation and providing an adequate reserve of options
for additional corporate purposes such as retaining existing directors, officers
and employees, recruiting future directors and officers, and for issuances in
connection with potential strategic acquisitions. The Option Plan Amendment is
designed to provide such reserve for directors, officers and employees who are
eligible participants in the 1997 Stock Option Plan.

ELIGIBILITY, TYPE OF OPTION GRANTS AND SHARES SUBJECT TO PLAN

Under the 1997 Stock Option Plan, all directors, officers and employees
of the Company and its subsidiaries are eligible to participate. As of September
30, 1998, the Company had 482 directors, officers and employees eligible to
participate in the 1997 Stock Option Plan. The 1997 Stock Option Plan authorizes
the grant of (i) options to purchase shares of Common Stock intended to qualify
as incentive stock options under Section 422 of the Internal Revenue Code
("Incentive Stock Options"); (ii) options that do not so qualify ("Non-Statutory
Options"); and (iii) options which are exercisable only upon a change in control
of the Company or the Bank ("Limited Rights"). If the Option Plan Amendment is
approved by shareholders, options for a total of 352,820 shares of Common Stock
(including the 32,820 shares currently available for granting under the 1997
Stock Option Plan) will be available for future grants to eligible participants.
The Company currently has no immediate plans to grant options under the 1997
Stock Option Plan, as amended.

The shares of Common Stock to be issued by the Company upon the
exercise of options by optionees may be acquired either through open market
purchases by the Company, or issued from authorized but unissued shares of
Common Stock. If additional authorized but unissued shares of Common Stock are
issued upon the exercise of options, the interests of existing shareholders will
be diluted.

ADMINISTRATION

The 1997 Stock Option Plan is administered jointly by the Board of
Directors of the Company and the Compensation Committee of the Board of
Directors of the Company. The Compensation Committee consists solely of
"non-employee directors" as that term is defined under Rule 16b-3 promulgated by
the SEC under the Exchange Act and "outside directors" as that term is defined
under applicable regulations issued by the Internal Revenue Service under the
Internal Revenue Code. Pursuant to the terms of the 1997 Stock Option Plan, the
Board of Directors is authorized to make the following determinations with
respect to grants to outside directors and the Compensation Committee is
authorized to make the following determinations with respect to grants to
eligible participants other than outside directors: (i) the persons to whom
options are granted; (ii) the terms at which options are to be granted; (iii)
the number of shares of Common Stock subject to an individual grant; (iv) the
vesting schedule applicable to individual grants; and (v) the expiration date of
the option (which shall not be later than ten years from the date the option is
granted). The exercise price may be paid in cash or shares of Common Stock and
shall be the fair market value (as defined in the 1997 Stock Option Plan) of the
Common Stock on the date of grant or such greater amount as determined by the
Compensation Committee with respect to grants to eligible participants other
than outside directors, and by the Board of Directors with respect to outside
directors.

TERMS AND CONDITIONS OF OPTION GRANTS

Options granted under the 1997 Stock Option Plan are subject to certain
terms and conditions as described herein. Of the total number of shares of
Common Stock available for grant under the 1997 Stock Option Plan, a participant
may not be granted options to purchase more than 50,000 shares of Common Stock
in any period of three calendar years.

-9-

The aggregate fair market value of shares of Common Stock with respect
to which options may be granted to an eligible participant which are exercisable
for the first time in any calendar year may not exceed $100,000. Any option
granted in excess of such amount will be treated as a Non-Statutory Option.
Options granted to any person who is the beneficial owner of more than 10% of
the outstanding shares of Common Stock may be exercised only for a period of
five years following the date of grant and the exercise price at the time of
grant must be equal to at least 110% of the fair market value of the Common
Stock on the date of the grant.

No option granted under the 1997 Stock Option Plan will be exercisable
after three months after the date on which the optionee ceases to perform
services for the Company, except that in the event of death, retirement or
disability, all options, whether or not exercisable at such time, may be
exercisable for up to one year thereafter or such longer period as determined by
the Compensation Committee of the Company. Options held by employees terminated
for cause will terminate on the date of termination. Termination "for cause"
includes termination due to an intentional failure to perform stated duties,
breach of fiduciary duty involving personal dishonesty, willful violations of
law or the entry of a final cease and desist order which results in a material
loss to the Company or one of its affiliates.

In the event of a Change of Control of the Company, all Incentive Stock
Options and Non-Statutory Options, whether or not exercisable at such time,
shall become immediately exercisable. If a participant is terminated due to such
Change of Control, all options shall be exercisable for a period of one year
following such Change of Control; provided that in no event shall the period
extend beyond the option term and in the case of Incentive Stock Options, such
options shall not be eligible for treatment as Incentive Stock Options if
exercised more than three months following the date of a participant's cessation
of employment. "Change of Control" is defined to mean a change of control of a
nature that: (i) would be required to be reported to the SEC by the Company in a
current report on Form 8-K; or (ii) results in a change in control of the Bank
or the Company within the meaning of the Home Owners Loan Act of 1933 and the
rules and regulations promulgated by the Office of Thrift Supervision (or its
predecessor agency) (the "OTS"). In addition, under the 1997 Stock Option Plan,
a Change of Control shall be deemed to have occurred at such time as (i) any
"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company or its
subsidiaries representing 20% or more of such entities' outstanding voting
securities; (ii) individuals who constitute the current Board of Directors of
the Company (the "Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided that any person becoming a director subsequent to
the effective date of the 1997 Stock Option Plan whose election was approved by
a vote of at least three-quarters of the directors comprising the Incumbent
Board, or whose nomination for election by the Company's shareholders was
approved by the same Nominating Committee serving under an Incumbent Board,
shall be considered as a member of the Incumbent Board; (iii) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Company or similar transaction in which the Company is not the
surviving institution; or (iv) any change of control of the Company instituted
by an entity or individual other than current management of the Company.

In the event of a participant's termination of employment, the Company,
if requested by the participant, may elect to pay the participant, or
beneficiary in the event of death, in exchange for cancellation of the option,
the amount by which the fair market value of the Common Stock exceeds the
exercise price of the option on the date of the participant's termination of
employment.

Incentive Stock Options may be transferred only by will or the laws of
descent and distribution. Non-Statutory Options may be transferred by
participants pursuant to the laws of descent and distribution and during a
participant's lifetime by participants to members of their "immediate family"
(as defined in the 1997 Stock Option Plan), trusts for the benefit of members of
their immediate family and charitable institutions to the extent permitted under
Section 16 of the Exchange Act and subject to federal and state securities laws.

-10-

FEDERAL INCOME TAX TREATMENT

An optionee will not be deemed to have received taxable income upon the
grant or exercise of an Incentive Stock Option, provided that such shares of
Common Stock are held for at least one year after the date of exercise and two
years after the date of grant. No gain or loss will be recognized by the Company
as a result of the grant or exercise of Incentive Stock Options. An optionee
will be deemed to receive ordinary income upon exercise of Non-Statutory Options
in an amount equal to the amount by which the fair market value of the Common
Stock on the exercise date exceeds the exercise price. The amount of any
ordinary income deemed to be received by an optionee due to a premature
disposition of the shares of Common Stock acquired upon the exercise of an
Incentive Stock Option or upon the exercise of a Non-Statutory Option will be
deductible expense for tax purposes for the Company. At this time, generally
accepted accounting principles ("GAAP") do not require compensation expense to
be recorded for any options granted for which the exercise price equals the
market value on the date of grant. When options are exercised, the net proceeds
received by the Company will be recorded as an increase in Common Stock and
paid-in capital.

ADJUSTMENTS IN THE EVENT OF CAPITAL CHANGES

In the event the number of shares of Common Stock are increased or
decreased or changed into or exchanged for a different number or kind of shares
of stock or other securities of the Company by reason of any stock dividend or
split, recapitalization, merger, consolidation, spin-off, reorganization,
combination or exchange of shares, or other similar corporate change, or other
increase or decrease in such shares without receipt or payment of consideration
by the Company, the following appropriate adjustments may be made to prevent
dilution or enlargement of the rights of participants, including any or all of
the following: (i) adjustments in the aggregate number or kind of shares of
Common Stock which may be awarded; (ii) adjustments in the aggregate number or
kind of shares of Common Stock covered by outstanding option grants; and (iii)
adjustments in the purchase price of outstanding option grants. No such
adjustments may, however, materially change the value of benefits available to
participants under a previously granted award.

DURATION AND AMENDMENT OF 1997 STOCK OPTION PLAN

No options will be awarded under the 1997 Stock Option Plan following
the tenth anniversary of initial approval of the 1997 Stock Option Plan by
shareholders of the Company.

The Board of Directors of the Company may amend the 1997 Stock Option
Plan in any respect; provided, however, that certain provisions governing the
terms of Incentive Stock Option and Non-Statutory Option grants shall not be
amended more than once every six months to comport with the Internal Revenue
Code or the Employee Retirement Income Security Act of 1974, as amended, if
applicable. In addition, the Board of Directors may determine that shareholder
approval of any amendment to the 1997 Stock Option Plan may be advisable for any
reason, including but not limited to, for the purpose of obtaining or retaining
any statutory or regulatory benefits under tax, securities or other laws or
satisfying applicable stock exchange listing requirements.

THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK
REPRESENTED IN PERSON OR BY PROXY AND VOTED AT THE ANNUAL MEETING IS REQUIRED
FOR APPROVAL OF THE OPTION PLAN AMENDMENT. UNLESS MARKED TO THE CONTRARY, THE
SHARES OF COMMON STOCK REPRESENTED BY THE ENCLOSED PROXY WILL BE VOTED FOR
APPROVAL OF THE OPTION PLAN AMENDMENT. THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE FOR APPROVAL OF THE OPTION PLAN AMENDMENT.

-11-

MATTER 3.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK

GENERAL

The Board of Directors unanimously has adopted a resolution approving
and recommending to the shareholders for their approval an amendment to Article
IV of the Articles of Incorporation of the Company that would increase the
number of shares of Common Stock the Company has authority to issue from
12,000,000 to 24,000,000. The full text of the proposed amendment is attached as
Appendix A to this Proxy Statement. Although the current number of shares
authorized for issuance is sufficient to meet all presently known corporate
requirements, the number of such available shares will be reduced by the
issuance of shares of Common Stock upon the acquisition of Reliance Bancshares,
Inc., a Wisconsin bank holding company ("Reliance"). The Board of Directors
believes that the increase in the authorized shares is necessary to assure that
the Company will retain the flexibility to issue a substantial number of shares
of Common Stock, as dictated by corporate necessity, without further shareholder
action (although the rules of NASDAQ and the WBCL would require shareholder
approval of issuances of Common Stock in certain situations). In particular, the
Board of Directors intends to consider the advisability of issuing additional
authorized shares of Common Stock in a split of the then outstanding shares.

As of the Voting Record Date, there were 4,635,265 shares of Common
Stock outstanding and 620,917 shares were reserved for issuance in connection
with various stock plans. In addition, the Company is in the process of
acquiring Reliance pursuant to an agreement that permits shareholders of
Reliance to elect to exchange their shares of common stock of Reliance for cash,
shares of Common Stock or a combination thereof. The acquisition of Reliance is
subject to various conditions, including approval by Reliance shareholders.
Assuming all conditions are met, the Company anticipates that the acquisition of
Reliance (and the related issuance of shares of Common Stock) will be
consummated in late January 1999. The exact number of shares of Common Stock to
be issued upon acquisition will depend upon the actual elections of Reliance
shareholders and certain other factors.

REASONS FOR THE PROPOSED AMENDMENT

The Board of Directors believes an increase in the number of authorized
shares of Common Stock will retain the Company's flexibility to issue shares of
Common Stock, and will enable the Board of Directors to evaluate and declare a
stock split if it determines that market conditions and other corporate factors
make such action desirable for the Company and its shareholders. The Board of
Directors will determine whether to declare a stock split, and the timing and
terms of such split, based upon market conditions and other corporate factors in
existence at the time of such declaration. The Board of Directors believes that
a possible stock split will bring the shares of Common Stock into a more widely
accessible trading range, particularly for individual investors.

Except for the possibility of declaring a stock split, the Board of
Directors has no present plans, arrangements, understanding or commitments with
respect to the issuance of any shares of Common Stock, other than those already
reserved for issuance. The additional shares of Common Stock that would be
authorized by the proposed amendment to the Articles of Incorporation could be
used by the Company for any proper corporate purpose approved by the Board of
Directors. The availability of such additional shares would enable the Company's
Board of Directors and management, to the extent authorized by the Board of
Directors, to act with flexibility when favorable business opportunities arise
to expand and strengthen the Company's business and prospects through the
issuance of shares of Common Stock. Among other reasons, additional shares of
Common Stock could be issued for: (i) possible acquisition transactions; (ii)
capital-raising measures; (iii) stock options and other employee benefit

-12-

plans; (iv) stock dividends or splits that help to maintain an efficient trading
market in the Company's Common Stock; and (v) other corporate purposes.

CERTAIN OTHER CONSIDERATIONS

The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action from the
shareholders. Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law) be issued in one or more transactions which
would make a change in control of the Company more difficult and costly, and
therefore, less likely. Any such issuance of additional stock also could have
the effect of diluting the earnings and book value per share or the stock
ownership and voting rights of shareholders of the Company, including a person
seeking to obtain control of the Company. The Company is not presently aware of
any pending or proposed transaction involving a change in control of the
Company. While authorization of additional shares may be deemed to have
potential anti-takeover effects, this proposal is not prompted by any specific
effort or perceived threat of takeover.

The proposed amendment would not alter any of the rights incident to
the ownership of shares of Common Stock or affect the terms and conditions upon
which shares of Common Stock presently may be issued. Holders of shares of
Common Stock currently have no preemptive rights to acquire any additional
securities of the Company, including any shares of Common Stock, and this will
continue to be the case if the proposed amendment is approved and adopted.

THE AFFIRMATIVE VOTE OF THE HOLDERS OF 80% OF THE ISSUED AND
OUTSTANDING SHARES OF COMMON STOCK IS REQUIRED FOR THE APPROVAL OF THE PROPOSED
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF
COMMON STOCK. UNLESS MARKED TO THE CONTRARY, THE SHARES OF COMMON STOCK
REPRESENTED BY THE ENCLOSED PROXY WILL BE VOTED FOR APPROVAL OF THE AMENDMENT TO
THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF
THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK.

MATTER 4.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF PREFERRED STOCK

GENERAL

The Board of Directors unanimously has adopted a resolution approving
and recommending to the shareholders for their approval an amendment to Article
IV of the Company's Articles of Incorporation of the Company that would increase
the number of shares of Preferred Stock the Company has authority to issue from
6,000,000 to 12,000,000. The full text of the proposed amendment is attached as
Appendix A to this Proxy Statement.

As of the Voting Record Date, there were no shares of Preferred Stock
outstanding. Pursuant to the Company's shareholders' rights plan which was
adopted by the Board of Directors on September 25, 1997, the Board of Directors
has designated 120,000 shares of preferred stock as Series A Junior
Participating Preferred Stock. Such shares of Series A Junior Participating
Preferred Stock could be issued by the Company to protect the Company's
shareholders from any unfair or coercive takeover attempt.

-13-

REASONS FOR THE PROPOSED AMENDMENT

The Board of Directors has no present plans, arrangements,
understanding or commitments with respect to the issuance of any shares of
Preferred Stock, other than those already designated, that would exceed the
Company's current authorized share limit. The additional shares of Preferred
Stock that would be authorized by the proposed amendment to the Articles of
Incorporation could be used by the Company for any proper corporate purpose
approved by the Board of Directors. The availability of such additional shares
would enable the Company's Board of Directors and management, to the extent
authorized by the Board of Directors, to act with flexibility when favorable
business opportunities arise to expand and strengthen the Company's business and
prospects through the issuance of shares of Preferred Stock. Among other
reasons, additional shares of Preferred Stock could be issued for: (i) possible
acquisition transactions; (ii) capital-raising measures; (iii) employee benefit
plans; (iv) stock dividends; and (v) other corporate purposes.

CERTAIN OTHER CONSIDERATIONS

The increase in the authorized number of shares of Preferred Stock and
the subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action from the
shareholders. Shares of authorized and unissued Preferred Stock could (within
the limits imposed by applicable law) be issued in one or more transactions
which would make a change in control of the Company more difficult and costly,
and therefore, less likely. Any such issuance of additional stock could have the
effect of diluting the earnings and book value per share or the stock ownership
and voting rights of shareholders, including a person seeking to obtain control
of the Company. The Company is not presently aware of any pending or proposed
transaction involving a change in control of the Company. While authorization of
additional shares may be deemed to have potential anti-takeover effects, this
proposal is not prompted by any specific effort or perceived threat of takeover.
In addition, the increase in the authorized number of shares of Preferred Stock
would keep such number of shares proportional to the proposed increase in the
authorized number of shares of Common Stock (Matter 3).

Shares of Preferred Stock, including any additional authorized shares
of Preferred Stock if this amendment to the Articles of Incorporation is
approved by shareholders, may be issued from time to time in one or more classes
or series as determined by the Board of Directors. Each class or series of
Preferred Stock issued by the Company will have such preferences, limitations
and relative rights as determined by the Board of Directors. Such preferences,
limitations and rights may be greater or less than those presently held by
shareholders of Common Stock.

THE AFFIRMATIVE VOTE OF THE HOLDERS OF 80% OF THE ISSUED AND
OUTSTANDING COMMON SHARES IS REQUIRED FOR THE APPROVAL OF THE PROPOSED AMENDMENT
TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF PREFERRED
STOCK. UNLESS MARKED TO THE CONTRARY, THE SHARES OF COMMON STOCK REPRESENTED BY
THE ENCLOSED PROXY WILL BE VOTED FOR APPROVAL OF THE AMENDMENT TO THE ARTICLES
OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF PREFERRED STOCK.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE AMENDMENT TO
THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF
PREFERRED STOCK.

-14-

MATTER 5.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO
REQUIRE THAT SHAREHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS BE SUBMITTED TO THE COMPANY
PURSUANT TO THE ADVANCE NOTICE REQUIREMENTS
OF, AND IN THE MANNER PROVIDED FOR IN, THE
COMPANY'S PROPOSED AMENDED BY-LAWS

GENERAL

The Board of Directors unanimously has adopted a resolution approving
and recommending to the shareholders for their approval an amendment to Article
VII(A) of the Company's Articles of Incorporation that would require shareholder
nominations for the election of directors and proposals for any business to be
considered by shareholders at any annual or special meeting of shareholders be
submitted to the Company pursuant to the advance notice requirements of, and in
the manner provided for in, the Company's proposed amended Bylaws. The full text
of the proposed amendment to the Articles of Incorporation is attached as
Appendix B to this Proxy Statement. In addition, the full text of the proposed
amendment to the By-laws providing for the advance notice requirements is
attached as Appendix C to this Proxy Statement. The proposed amendment to the
Company's By-laws has been approved by the Board of Directors, subject to
shareholder approval of Matter 5.

Currently, Article VII(A) provides that for a shareholder to properly
bring a proposal or director nomination before an annual or special meeting,
such shareholder must give notice to the Company's Secretary by the tenth day
following the day on which notice of such annual or special meeting is first
given to shareholders. In addition, such notice must set forth certain
information, including information relating to the shareholder, description of
the business proposed, or in the case of nominations for elections to the Board
of Directors, certain information relating to the nominee. The proposed
amendment to Article VII(A) of the Articles provides that shareholder
nominations for the election of directors and proposals for any business to be
considered by shareholders at any annual or special meeting must be submitted to
the Company pursuant to the advance notice requirements of, and in the manner
provided for in, proposed Section 2.14 of Article II of the Company's By-laws.
THE PROPOSED BY-LAW SECTION DOES NOT CHANGE OR AFFECT ANY OF THE INFORMATIONAL
REQUIREMENTS THAT SHAREHOLDER NOTICES MUST CONTAIN, AS CURRENTLY REQUIRED BY THE
ARTICLES OF INCORPORATION, BUT IT DOES CHANGE THE TIMING OF WHEN A SHAREHOLDER'S
NOTICE MUST BE RECEIVED BY THE SECRETARY OF THE COMPANY IN ORDER TO BE PROPERLY
BROUGHT BEFORE AN ANNUAL OR SPECIAL MEETING.

Pursuant to the proposed By-law, shareholders intending to nominate
directors for election or propose business to be presented at an annual or
special meeting must deliver written notice thereof to the Secretary of the
Company not less than 90 days nor more than 120 days prior to the date of the
previous year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced more than 30 days, or delayed by more
than 30 days, from the fourth Wednesday in January, notice by the shareholder to
be timely must be so delivered not earlier than the 120th day prior to such
annual meeting and not later than the close of business on the later of (i) the
90th day prior to such annual meeting, or (ii) the tenth day following the day
on which public announcement of the date of such meeting is first made. THIS
"ADVANCE NOTICE" REQUIREMENT IS EARLIER THAN THE "ADVANCE NOTICE" REQUIREMENT
CURRENTLY PROVIDED FOR IN THE COMPANY'S ARTICLES OF INCORPORATION.

-15-

REASONS FOR THE PROPOSED AMENDMENT

In June 1998, the SEC amended Rule 14a-4(c) under the Exchange Act
which governs the Company's use of discretionary proxy voting authority relating
to shareholder proposals that are not included in the Company's proxy statement
pursuant to Rule 14a-8. Pursuant to amended Rule 14a-4(c), if a shareholder
notifies the Company of a proposal in accordance with the Company's advance
notice requirements (as currently contained in Article VII of the Company's
Articles), then management proxies may not use their discretionary voting power
to vote on such proposal unless the Company informs shareholders about the
proposal and how management proxies intend to vote.

Therefore, pursuant to the Company's current advance notice requirement
in Article VII of the Articles of Incorporation, if the Company received proper
notice of a shareholder proposal after the Company had mailed its Proxy
Statement but prior to the tenth day after mailing, in order for the Company to
exercise their discretionary voting authority on such matter at the meeting, the
Company would be required to incur the time and expense of supplementing the
Proxy Statement and delivering to shareholders information on the proposal to be
presented at the meeting and how the management proxy holders intend to exercise
their discretionary vote on such proposal. If the proposed amendment to Article
VII of the Articles of Incorporation is approved by shareholders, the Company
must be notified of any shareholder proposals or nominations prior to the
printing of its Proxy Statement. Consequently, if the proposed amendment is
approved, the Company will be able to include the information required by Rule
14a-4(c) regarding any timely shareholder proposals or nominations in the Proxy
Statement (without the need to supplement), and the Company may use its
discretionary voting authority to act on the proposal at the meeting.

The procedures for shareholder nominations and proposals, coupled with
the advance notice requirement, by regulating shareholder nominations and other
proposals, affords the Board of Directors and management the opportunity to
consider the qualifications of the proposed nominees and the merits of any
business proposed to be conducted and, to the extent deemed necessary or
desirable by the Board, inform shareholders about the qualifications of nominees
or the merits of any proposals, as the case may be.

Although the proposed amendment to the By-laws does not afford the
Board of Directors power to approve or disapprove shareholder nominations for
election of directors or business proposals and will not prevent shareholder
nominations or proposals from being considered at a shareholder meeting if the
prescribed procedures are followed, the amendment may have the effect of
eliminating both contests for the election of directors and proposals by
shareholders. Nothing in the amendments however, shall affect the right of
shareholders to have proposals to be considered at an annual meeting, as well as
a supporting statement included in the Company's proxy statement, pursuant to
Rule 14a-8 under the Exchange Act.

THE AFFIRMATIVE VOTE OF THE HOLDERS OF 80% OF THE ISSUED AND
OUTSTANDING SHARES OF COMMON STOCK IS REQUIRED FOR THE APPROVAL OF ADOPTION OF
THE PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION TO PROVIDE FOR THE
ADVANCE NOTICE OF SHAREHOLDER PROPOSALS AND NOMINATIONS AS PROVIDED IN THE
PROPOSED BY-LAWS. UNLESS MARKED TO THE CONTRARY, THE SHARES OF COMMON STOCK
REPRESENTED BY THE ENCLOSED PROXY WILL BE VOTED FOR APPROVAL AND ADOPTION OF THE
AMENDMENT TO THE ARTICLES OF INCORPORATION. THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR APPROVAL AND ADOPTION OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION.

-16-

MATTER 6.
RATIFICATION OF APPOINTMENT OF AUDITORS

The Company's independent auditors for the fiscal year ended September
30, 1998 were KPMG Peat Marwick LLP. The Board of Directors of the Company has
reappointed KPMG Peat Marwick LLP to perform the audit of the Company's
financial statements for the year ending September 30, 1999. Representatives of
KPMG Peat Marwick LLP will be present at the Annual Meeting and will be given
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from the Company's shareholders.

THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK
REPRESENTED IN PERSON OR BY PROXY AND VOTED AT THE ANNUAL MEETING IS REQUIRED
FOR RATIFICATION OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS OF THE
COMPANY. UNLESS MARKED TO THE CONTRARY, THE SHARES OF COMMON STOCK REPRESENTED
BY THE ENCLOSED PROXY WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF KPMG
PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Regular meetings of the Board of Directors of the Company are held six
times per calendar year. During the fiscal year ended September 30, 1998, the
Board of Directors of the Company held six regular meetings and one special
meeting. No incumbent director attended fewer than 75% of the aggregate total
number of meetings of the Board of Directors held and the total number of
committee meetings on which such director served during the fiscal year ended
September 30, 1998.

In fiscal 1998, the Audit Committee of the Company consisted of Messrs.
David J. Drury, Rudolph T. Hoppe, Jeffrey A. Reigle and Julia H. Taylor, who are
neither officers or employees of the Company or its subsidiaries ("Outside
Directors"). The Audit Committee reviews the scope and timing of the audit of
the Company's financial statements by the Company's independent public
accountants and reviews with the independent public accountants the Company's
management policies and procedures with respect to auditing and accounting
controls. The Audit Committee also reviews and evaluates the independence of the
Company's accountants, approves services rendered by such accountants and
recommends to the Board the engagement, continuation or discharge of the
Company's accountants. The Company's Audit Committee met four times during the
fiscal year ended September 30, 1998.

In fiscal 1998, the Compensation Committee consisted of three Outside
Directors of the Company, including Messrs. David J. Drury, Edward W. Mentzer
and Edmund O. Templeton. During the fiscal year ended September 30, 1998, the
Company did not pay separate compensation to its executive officers and did not
have any salaried employees. However, pursuant to an agreement between the
Company and St. Francis Bank, the Company reimburses St. Francis Bank for the
services of St. Francis Bank's officers and employees for time devoted to
Company affairs. In fiscal 1998, the Compensation Committee of the Company
reviewed and ratified the compensation policies set by, and decisions made by,
the Board of Directors of St. Francis Bank.

The Compensation Committee of the Company met three times during the
fiscal year ended September 30, 1998. In November 1998, the Compensation
Committee of the Company met to issue the Compensation Committee Report which
appears in this Proxy Statement. For a further discussion of the compensation
policies of the Company, see "Compensation Committee Report."

The entire Board of Directors of the Company acted as a Nominating
Committee for the selection of the nominees for director to stand for election
at the Annual Meeting. In October 1998, the Board, acting as the Nominating
Committee, considered nominations for directors. The Company's By-laws allow for
shareholder nominations of the directors and require such nominations be made
pursuant to timely notice in writing to the Secretary of the Company. See
"Shareholder Proposals for the 2000 Annual Meeting."

-17-

COMPENSATION COMMITTEE REPORT

The Report of the Compensation Committee on Executive Compensation
shall not be deemed incorporated by reference by any general statement into any
filing under the Securities Act of 1933, as amended (the "Securities Act") or
the Exchange Act, except to the extent the Company specifically incorporates
such information by reference, and shall not otherwise be deemed filed under the
Securities Act or the Exchange Act.

I. COMPENSATION COMMITTEE, COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In fiscal 1998, the Compensation Committee of the Board of Directors of
the Company consisted of Outside Directors, Messrs. David J. Drury, Edward W.
Mentzer and Edmund O. Templeton, who are not former officers or employees of the
Company or any of its subsidiaries. There are no interlocks, as defined under
the rules and regulations of the SEC, between the Compensation Committee and
corporate affiliates of members of the Compensation Committee.

During the fiscal year ended September 30, 1998, the Company did not
pay separate compensation to its executive officers and did not have any
salaried employees. However, pursuant to an agreement between the Company and
St. Francis Bank, the Company reimburses St. Francis Bank for the services of
St. Francis Bank's officers and employees for time devoted to Company affairs.
In fiscal 1998, the Compensation Committee of the Company reviewed and ratified
the compensation policies set by, and decisions made by, the Board of Directors
of St. Francis Bank. In November 1998, the Compensation Committee of the Company
met to issue this Compensation Committee Report.

II. EXECUTIVE COMPENSATION POLICIES AND PLANS

It is the policy of the Company to maintain an executive compensation
program which will attract, motivate, retain and reward senior executives and
provide appropriate incentives intended to generate long-term financial results
which will benefit the Company and shareholders of the Company. The Company's
executive compensation program incorporates a pay-for-performance policy that
compensates executives for both corporate and individual performance. The
executive compensation program is designed to achieve the following objectives:
(i) provide competitive compensation packages comparable to those offered by
other peer group financial institutions; (ii) provide the Company and its
subsidiaries with the ability to compete for and retain talented executives that
are critical to the Company's long-term success; and (iii) provide incentives to
achieve the Company's financial performance objectives and exceptional
individual performance with the goal of enhancing shareholder value.

The executive compensation package consists of the three major
components: (i) cash compensation, including base salary and an annual incentive
bonus; (ii) long-term incentive compensation in the form of stock options
awarded under the Company's stock option plans, and (iii) executive benefits.
For a further discussion of the executive benefits made available to officers of
the Company during the fiscal year ended September 30, 1998, see "Compensation
of Executive Officers and Directors-Benefits."

The Compensation Committee and the Company's Board recognize that stock
options are a performance-motivating incentive because they have no value
unless the price of the Common Stock increases above the exercise price
applicable to outstanding option grants. The Company has two stock option plans,
the St. Francis Capital Corporation 1993 Incentive Stock Option Plan (the "1993
Option Plan") and the St. Francis Capital Corporation 1997 Stock Option Plan
(the "1997 Option Plan") (collectively, the "Option Plans"). Executive officers
and directors of the Company are eligible to receive both discretionary option
grants (as determined by the Company's Board and the Compensation Committee) and
option grants, subject to performance-based vesting. In fiscal 1997, the Board
of Directors of the Company adopted the St. Francis Capital Corporation 1997
Stock Option Allocation Plan (the "Option Allocation Plan") which outlines the
guidelines for, and factors to be considered by, the

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Compensation Committee in granting performance-based options and the guidelines
for determining the vesting schedule applicable to granted options each fiscal
year. These same guidelines and factors were considered by the Compensation
Committee in granting the performance-based options to certain executive
officers in fiscal 1998. For a further discussion of the Option Allocation Plan,
see "Compensation of Executive Officers and Directors-Stock Option Plans."

The Compensation Committee also recognizes that "compensation" (as that
term is defined in Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code")) in excess of $1,000,000 per year to an
executive officer is not deductible by the Company unless such compensation is
performance-based compensation approved by shareholders of the Company and thus,
is not "compensation" for purposes of complying with the limit on deductibility.
The Compensation Committee has been advised that no executive officer of the
Company received compensation in fiscal 1998 that will result in the loss of a
corporate federal income tax deduction under Section 162(m) of the Internal
Revenue Code.

III. COMPENSATION DECISIONS FOR FISCAL 1998

In fiscal 1998, St. Francis Bank retained an independent compensation
consultant to review current compensation levels for selected executive officers
of St. Francis Bank, including certain of the executive officers named in the
Summary Compensation Table appearing in this Proxy Statement. The compensation
consultant's analysis included a review of senior officer salary studies and
surveys prepared by national and state trade associations, together with
available competitive compensation data. The consultant provided recommendations
for market-competitive compensation for selected executive officers for fiscal
1998. In reviewing and approving compensation decisions for fiscal 1998, the
Compensation Committee considered the recommendations of the independent
consultant as well as individual and corporate performance. Base salary
adjustments for fiscal 1998 for the five most highly compensated executive
officers of the Company are reflected in the Summary Compensation Table set
forth in this Proxy Statement.

During fiscal 1998, executive officers of the Company participated in
an incentive compensation program established and approved by the Compensation
Committee for the Company (the "STFR-ICP"). Incentive compensation earned under
the STFR-ICP is established as a percentage of each officer's base salary and
may exceed established percentages of base salaries if the Company surpasses
specific corporate performance targets applicable to various executive officer
groups and individual performance objectives are met. Incentive compensation may
be less than the established percentages if the Company does not achieve the
corporate performance targets and individual performance objectives are not met.
In addition, the STFR-ICP provides that the Committee has the discretion in
administering the program to award discretionary incentive compensation based
upon an assessment of the Company's overall financial performance or other
corporate performance factors.

For fiscal 1998, the STFR-ICP corporate performance targets for the
executive groups were based upon the Company's net income, with the percentage
calculation of incentive compensation applicable to participants in each group
dependent upon differing components of net income, including core income, gains
on the sale of securities and leverage income. In fiscal 1998, the STFR-ICP
provided for a target of 40% of base salary for the Company's President (Mr.
Thomas R. Perz), and targets of 35% or 30% of base salaries for other executive
officers who participate in the STFR-ICP.

Executive officers of St. Francis Bank who do not participate in the
STFR-ICP are eligible to participate in the St. Francis Bank Incentive
Compensation Program ("SFB-ICP"). Under this plan, incentive compensation earned
also is established as a percentage of each officer's base salary and may exceed
established percentages of base salaries if St. Francis Bank surpasses the
target level of net income (excluding gains on the sale of securities and
excluding leverage income of St. Francis Bank) ("core income") and individual
performance objectives are met. Incentive compensation may be less than the
established percentages if St. Francis Bank does not achieve the target

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core income level and individual performance objectives are not met. In
addition, the SFB-ICP provides that the Committee has the discretion in
administering the program to award discretionary incentive compensation based
upon an assessment of St. Francis Bank's overall financial performance or other
corporate performance factors. In fiscal 1998, the SFB-ICP provided for a target
of 25% of base salaries for executive officers of St. Francis Bank.

The corporate and bank performance targets of the STFR-ICP and SFB-ICP
are reviewed and established annually by the Board of Directors of the Company
and St. Francis Bank, respectively, and may vary from year to year, as may the
parameters of such plans. Remuneration earned under the STFR-ICP and SFB-ICP for
the fiscal year ended September 30, 1998 will be paid by St. Francis Bank in
January 1999.

For fiscal 1998, the Committee determined that the Company exceeded the
core income target established under the STFR-ICP but did not meet the targets
established for income generated from gains on the sale of securities and
leverage income. However, based upon an analysis of the Company's overall
financial and corporate performance in fiscal 1998, the Committee awarded
executive officers participating in the STFR-ICP incentive compensation at the
targeted levels. The aggregate payout under the STFR-ICP for fiscal 1998 was
$307,096. The average bonus earned under the STFR-ICP in fiscal 1998 by
participants (other than Mr. Perz) was 30.6% of their base salaries.

For fiscal 1998, the Committee determined that St. Francis Bank
exceeded the core income target established under the SFB-ICP, and therefore,
executive officers of St. Francis Bank will earn incentive compensation at
levels higher than the targeted levels. The aggregate payout under the SFB-ICP
for fiscal 1998 was $173,101. The average bonus earned under the SFB-ICP in
fiscal 1998 by participants was 27.24% of their base salaries.

Pursuant to the Option Allocation Plan, a total of 262,200
performance-based options were granted to executive officers of the Company and
its subsidiaries in fiscal 1997. In fiscal 1998, 36,667 performance-based
options were granted to executive officers of the Company. These options were
granted to executive officers who were not granted performance-based options in
fiscal 1997, and included several new executive officers.

Based upon the Company achieving 96% of its Earnings Per Share target
and 100% of the Business Line targets (average), under the vesting formula
established under the Option Allocation Plan, each participant's option award
will vest in fiscal 1998 at a rate of 78% of the maximum vestable amount of
their initial option grant.

Messrs. Smith, Hazzard and Sorenson (the executive officers appearing
in the 1998 Summary Compensation Table other than Messrs. Perz and Schlosser)
each were granted 25,000 performance-based options under the Option Allocation
Plan in fiscal 1997. Of the performance-based options awarded to each of these
individuals, 6,500 vested in fiscal 1998 for each officer based upon the formula
under the Option Allocation Plan for fiscal 1998. Mr. Schlosser was not eligible
to participate in the Option Allocation Plan in fiscal 1997 or fiscal 1998.

IV. PRESIDENT AND CHIEF EXECUTIVE OFFICER COMPENSATION IN FISCAL 1998

In establishing the compensation of Mr. Perz for fiscal 1998, the
Compensation Committee specifically considered the recommendations of the
independent compensation consultant retained by the Company (as noted above), as
well as the Company's and St. Francis Bank's overall operating performance as
compared to the operating results of other thrifts headquartered in Wisconsin.
The Compensation Committee also considered the individual performance of Mr.
Perz who serves as President and Chief Executive Officer of the Company and the
Bank, and Chairman of the Board of the Bank, including his performance and
ability to develop, train and motivate a competent management team and to
execute the directives of the Board, as well as to manage St. Francis Bank and
the Company in a profitable, safe and sound manner.

-20-

Mr. Perz's base salary (excluding ICP remuneration) for the fiscal year
ended September 30, 1998 was $325,000 (excluding amounts deferred under his
deferred compensation agreement with St. Francis Bank). Mr. Perz's base salary
was increased 23% over fiscal 1997 which, in part, reflected the recommendation
of the compensation consultant retained in fiscal 1998 to pay him a base salary
that was representative of comparable financial institutions of similar size and
performance. As noted above, participants in the STFR-ICP were awarded incentive
compensation at the targeted levels for fiscal 1998, and the Committee
determined that Mr. Perz met the individual performance objectives established
under the STFR-ICP for fiscal 1998. Therefore, Mr. Perz received incentive
compensation equal to $130,000 for fiscal 1998, or 40.0% of his $325,000 base
salary established at the beginning of fiscal 1998. In addition, in April 1997,
Mr. Perz was granted 50,000 performance-based options under the Option
Allocation Plan. No performance-based options or discretionary options were
awarded to Mr. Perz in fiscal 1998. Of the performance-based options awarded to
Mr. Perz in fiscal 1997, 13,000 vested in fiscal 1998 based upon the formula
under the Option Allocation Plan for fiscal 1998.

COMPENSATION COMMITTEE

DAVID J. DRURY
EDWARD W. MENTZER
EDMUND O. TEMPLETON

-21-

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE COMPENSATION

During the fiscal year ended September 30, 1998, the Company did not
pay separate compensation to its executive officers. Separate compensation will
not be paid to the officers of the Company until such time as the officers of
the Company devote significant time to separate management of Company affairs,
which is not expected to occur until the Company becomes actively involved in
additional significant business beyond St. Francis Bank. The following table
summarizes the total compensation earned by St. Francis Bank's Chief Executive
Officer and the next four highest paid executive officers of the Company's
subsidiaries whose compensation (salary and bonus) exceeded $100,000 during the
Company's fiscal years ended September 30, 1996, 1997 and 1998.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------
ANNUAL NUMBER OF
COMPENSATION(1) SHARES
--------------- SUBJECT TO ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(2) BONUS(3) OPTIONS(4) COMPENSATION(5)
- --------------------------- ---- --------- -------- ---------- ---------------

Thomas R. Perz................ 1998 $ 325,000 $ 130,000 -- $ 55,412
President and CEO of the 1997 269,448 68,742 50,000 57,298
Company and St. Francis 1996 229,448 53,127 -- 45,265
Bank

Bradley J. Smith (6).......... 1998 152,000 49,742 -- 3,616
Executive Vice President- 1997 147,000 23,897 35,000 680
Retail Banking of St.
Francis Bank

James C. Hazzard ............. 1998 131,500 39,450 -- 42,679
Executive Vice President- 1997 123,500 28,405 25,000 42,937
Commercial Banking of 1996 105,000 35,000 -- 28,188
St. Francis Bank

John C. Schlosser............. 1998 150,000 -- -- 47,288
Chairman of the Board of 1997 195,985 12,389 -- 32,513
the Company 1996 287,955 -- -- 42,755

Jon D. Sorenson............... 1998 110,000 38,500 -- 32,657
Executive Vice President, 1997 91,500 35,246 25,000 39,903
Chief Financial Officer and 1996 85,000 18,169 -- 22,675
Treasurer

- --------------------

(FOOTNOTES ON FOLLOWING PAGE)

-22-

- -----------------

(1) Perquisites and other personal benefits provided to the named executive
officers by the Company did not exceed the lesser of $50,000 or 10% of
each named executive officer's total annual salary and bonus during the
fiscal years indicated, and accordingly, are not included.
(2) Amounts shown include compensation earned and deferred at the election
of the named executive officers during the fiscal years ended September
30, 1996, 1997 and 1998, including compensation deferred in 1996, 1997
and 1998 by Mr. Perz under deferred compensation agreements entered
into with St. Francis Bank. See "-Deferred Compensation Agreements."
For a description of the employment agreement entered into in fiscal
1997 by and between the Company and Mr. Schlosser, see "- Employment
Agreements."
(3) Senior executive officers of the Company and St. Francis Bank receive
remuneration under separate Incentive Compensation Programs ("ICPs").
The amounts indicated for the fiscal year ended September 30, 1998
represent incentive compensation earned by the named executive officers
under the ICPs for the Company and St. Francis Bank for fiscal 1998.
Mr. Hazzard participated in the ICP applicable to Bank Wisconsin in
fiscal 1996; in fiscal 1997, his incentive compensation was determined
separately and established at 25% of his base salary and 30% of his
base salary, respectively. Mr. Schlosser did not participate in an ICP
in fiscal 1996, 1997 OR 1998
(4) The option awards indicated for fiscal 1997 were granted to the named
executive officers pursuant to the St. Francis Capital Corporation
Stock Option Allocation Plan applicable to fiscal 1997 (the "Option
Allocation Plan"), which is a performance-based option plan. The
portion of the initial award indicated in the table which vested in
fiscal 1998 for each of the named individuals based upon the Company
achieving certain Earnings Per Share targets and Business Line targets
(average) under the Option Allocation Plan is as follows: (i) Mr. Perz
- 13,000; (ii) Mr. Smith - 6,500; (iii) Mr. Hazzard - 6,500; and (iv)
Mr. Sorenson - 6,500. For further information regarding the Option
Allocation Plan, see "Compensation Committee Report." Mr. Schlosser is
not eligible to participate in the Option Allocation Plan. See "-
Directors' Compensation."
(5) Amounts shown in this column represent contributions by the Bank
pursuant to the St. Francis Bank, F.S.B. Money Purchase Pension Plan
(the "Pension Plan"), the St. Francis Bank, F.S.B. 401(k) Savings Plan
(the "401(k) Plan"), the ESOP and Long-Term Disability Policies, and
the reportable economic benefit to the named individuals pursuant to
the Executive Split Dollar Life Insurance Plan (the "Split Dollar
Plan") during the fiscal years ended September 30, 1996, 1997 and 1998.
The amounts shown for each individual for the fiscal year ended
September 30, 1998 are derived from the following figures: (i) Mr.
Perz: $12,188 - Pension Plan contribution; $3,200 - 401(k) Plan
matching contribution; $30,924 - ESOP allocation; $2,387 - Split Dollar
Plan premium; $6,713 - Long-Term Disability Policy premium; (ii) Mr.
Schlosser: $12,188 - Pension Plan contribution; $3,000 - 401(k) Plan
matching contribution; $31,424 - ESOP allocation; $676 - Split Dollar
Plan premium; (iii) Mr. Smith: $3,518 - 401(k) Plan matching
contribution; $98 - Split Dollar Plan premium; (iv) Mr. Hazzard:
$12,188 - Pension Plan contribution; $2,923 - 401(k) Plan matching
contribution; $26,991 - ESOP allocation; $152 - Split Dollar Plan
premium; $425 - Long-Term Disability Policy premium; and (v) Mr.
Sorenson: $8,532 - Pension Plan contribution; $2,777 - 401(k) Plan
matching contribution; $21,271 - ESOP allocation; $77 - Split Dollar
Plan premium.

(6) Mr. Smith was hired on January 6, 1997; the salary amount indicated for
fiscal 1997 has been annualized.

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EMPLOYMENT AGREEMENTS

In fiscal 1996, the Company and St. Francis Bank entered into a
three-year employment agreement with Mr. Perz to be effective commencing at the
beginning of fiscal 1997. In October 1996, the Company entered into a three-year
employment agreement with Mr. Sorenson, and Bank Wisconsin entered into a new
three-year employment agreement with Mr. Hazzard which was assumed by St.
Francis Bank in connection with the merger of St. Francis Bank and Bank
Wisconsin in September 1997. On January 6, 1997, in connection with his
retention as Executive Vice President of St. Francis Bank, the Company and St.
Francis Bank entered into a three-year employment agreement with Mr. Smith. The
term of these employment agreements with Messrs. Perz, Smith, Hazzard and
Sorenson, which are described herein, may be restored to three years by action
of the Boards of Directors annually, subject to the Boards' performance
evaluation. Effective October 1, 1996, the Company entered into a separate
employment agreement with Mr. Schlosser as discussed further herein. These
employment agreements are intended to ensure that the Company and St. Francis
Bank maintain a stable and competent management base.

Under the employment agreements in effect for fiscal 1998, the base
salaries for Messrs. Perz, Smith, Hazzard and Sorenson were $325,000, $152,000,
$131,500 and $110,000, respectively. Base salaries may be increased by the Board
of Directors of the Company or St. Francis Bank, as applicable, but may not be
reduced except as part of a general pro rata reduction in compensation for all
executive officers. In addition to base salary, the agreements provide for
payments from other incentive compensation plans, and provide for other
benefits, including participation in any group health, life, disability, or
similar insurance program and in any pension, profit-sharing, employee stock
ownership plan, deferred compensation, 401(k) or other retirement plan
maintained by St. Francis Bank. The agreements also provide for participation in
any stock-based incentive programs made available to executive officers of the
Company and its subsidiaries. The agreements with Messrs. Perz, Smith, Hazzard
and Sorenson may be terminated by the Company or St. Francis Bank upon death,
disability, retirement, for cause at any time, or in certain events specified by
the regulations of the OTS. If the Company or St. Francis Bank terminate the
agreements due to death or retirement, for cause or pursuant to OTS regulations,
the executives shall be entitled to receive all compensation and benefits in
which they were vested as of the termination date. If the agreements are
terminated due to disability, the executives shall be entitled to receive 100%
of their base salary at the rate in effect at the time of termination for a
period of one year and thereafter an amount equal to 75% of such base salary for
any remaining portion of the employment term (offset by any payments received by
executives under any employer disability plans or government social security or
workers' compensation programs), together with other compensation and benefits
in which they were vested as of the termination date. If the Company or St.
Francis Bank terminate the agreements other than for the foregoing reasons, or
the executives terminate the agreements in accordance with the terms stated
therein, the executives are entitled to severance payments equal to one year's
base salary (in the case of Messrs. Smith, Hazzard and Sorenson and two year's
base salary (in the case of Mr. Perz) (based upon the highest base salary within
the three years preceding the date of termination) and the amount of bonus and
incentive compensation paid to the executives in the most recently completed
calendar year of employment, payable over a twelve or 24-month period, as
applicable. In addition, the executives shall be entitled to participate in all
group insurance, life insurance, health and accident, disability and certain
other employee benefit plans maintained by the employer, at no cost to the
executives, for a period of one year (in the case of Messrs. Smith, Hazzard and
Sorenson or two years (in the case of Mr. Perz), or such earlier time as the
executives are employed on a full-time basis by another employer which provides
substantially similar benefits. The employment agreements also contain
covenant-not-to-compete provisions which prohibit the executives from competing
with a Significant Competitor (as defined therein) of the Company or St. Francis
Bank for a period of twelve months following termination.

-24-

The employment agreements provide for severance payments if the
executives' employment terminates following a change in control. Under the
agreements, a "Change in Control" is generally defined to include any change in
control required to be reported under the federal securities laws, as well as
(i) the acquisition by any person of 25% or more of the Company's outstanding
voting securities, or (ii) a change in a majority of the directors of the
Company during any two-year period without approval of at least two-thirds of
the persons who were directors at the beginning of such period. Within 24 months
of the effective date of any Change in Control, the executives may terminate the
agreements in the event certain conditions contained therein are satisfied, and
shall be entitled to receive as severance three year's base salary (based upon
the highest base salary within the three years preceding the date of
termination) and the amount of bonus and incentive compensation paid to the
executives in the most recently completed calendar year of employment, payable
over a three-year period. In addition, the executives shall be entitled to all
other benefits and compensation which would have been payable to them in the
event of termination other than for death, disability, cause or pursuant to OTS
regulations, as described herein. In addition, the executives are entitled to
all qualified retirement and other benefits in which they were vested. If the
severance benefits payable following a Change in Control would constitute
"parachute payments" within the meaning of Section 280G(b)(2) of the Internal
Revenue Code, and the present value of such "parachute payments" equals or
exceeds three times the executive's average annual compensation for the five
calendar years preceding the year in which a Change in Control occurred, the
severance benefits shall be reduced to an amount equal to the present value of
2.99 times the average annual compensation paid to the executive during the five
years immediately preceding such Change in Control.

The Company and Mr. Schlosser have entered into an employment agreement
to be effective as of October 1, 1996 through January 2, 1999. The employment
agreement provides that Mr. Schlosser shall continue to serve as President,
Chief Executive Officer and Chairman of the Board of the Company through January
22, 1997 and thereafter, for the balance of the employment term, shall serve as
Chairman of the Board of Directors of the Company and will further serve the
Company in a consultive role and on special projects. Effective February 1,
1997, Mr. Schlosser receives a base salary of $150,000 per year. In addition to
base salary, the agreement provides for other benefits generally made available
to other executive officers of the Company and its subsidiaries, excluding
benefits under the Company's or its subsidiaries' bonus or stock-based plans.
The agreement also provides for termination upon death, retirement, disability,
for cause, and in the case of certain events specified by OTS regulations. If
Mr. Schlosser retires or dies, or Mr. Schlosser voluntarily terminates his
employment agreement, he or his estate shall be entitled to any compensation and
benefits in which he was vested as of his termination date. If the agreement is
terminated due to Mr. Schlosser's disability, Mr. Schlosser shall be entitled to
receive 100% of his base salary at the rate in effect at the time of termination
for the remainder of the employment term up to one year and thereafter at an
annual rate equal to 75% of such base salary for any remaining portion of the
employment term (offset by any payments received by Mr. Schlosser under any
employer disability plans or governmental social security or workers'
compensation programs). If Mr. Schlosser is terminated for cause, Mr. Schlosser
shall not be entitled to any severance payment; however, he shall be entitled to
any benefits in which he was vested as of the termination date. If Mr. Schlosser
is terminated by the Company other than for cause, death, disability or
retirement, or Mr. Schlosser terminates the employment agreement pursuant to the
terms contained therein, he shall be entitled to receive as severance, salary
payments under the employment agreement for the remainder of the employment
term, together with certain other benefits subject to certain terms and
conditions. The agreement also contains a covenant-not-to-compete which
prohibits Mr. Schlosser from competing with a Significant Competitor (as defined
therein) of the Company for a period of twelve months following termination.

-25-

CONSULTING, NON-COMPETITION AND SUPPLEMENTAL COMPENSATION AGREEMENT

In August 1992, St. Francis Bank and Mr. Schlosser entered into a
consulting, non-competition and supplemental compensation agreement (the
"Consulting Agreement") pursuant to which St. Francis Bank agreed to pay Mr.
Schlosser (or his beneficiary) monthly payments of $4,166.67 for 120 months upon
his attainment of age 70, death, disability or termination of his employment
following a change of control. A "change of control" is defined to include a
change in the majority of St. Francis Bank's Board of Directors by reason of the
election of new directors not nominated by the Board, the merger of St. Francis
Bank, or the acquisition by any person or group of persons acting in concert of
25% or more of the stock of St. Francis Bank. Death benefit payments may be paid
in a lump sum to Mr. Schlosser's beneficiary. No benefits are payable if Mr.
Schlosser's employment is terminated for cause. "Cause" is defined as a willful
and continued failure to perform his duties, willful misconduct which is
materially injurious to St. Francis Bank, a criminal conviction involving the
affairs of St. Francis Bank or removal by a regulatory agency. If requested by
St. Francis Bank, Mr. Schlosser will provide consulting services to St. Francis
Bank during the period benefits are paid under the Consulting Agreement.

DEFERRED COMPENSATION AGREEMENTS

In December 1980, St. Francis Bank and Mr. Schlosser entered into a
deferred compensation agreement (the "1980 Agreement") in lieu of a $10,000 per
annum increase in Mr. Schlosser's base salary, pursuant to which St. Francis
Bank agreed to pay Mr. Schlosser (or his beneficiary) $156,000 over 13 years
following his normal retirement date, death or disability. If Mr. Schlosser's
employment with St. Francis Bank terminates other than for death or disability,
he will receive a lump sum in an amount equal to $833 multiplied by the number
of months he was employed by St. Francis Bank from January 1, 1981 until the
date of termination. In September 1986, St. Francis Bank and Mr. Schlosser
entered into a further deferred compensation agreement (the "1986 Agreement") in
lieu of a $5,000 per annum increase in Mr. Schlosser's base salary, pursuant to
which Mr. Schlosser (or his beneficiary) will receive $1,000 per month following
his normal retirement date, death or disability, with such payments increasing
5% per annum until terminating after 15 years. The 1986 Agreement further
provides that if Mr. Schlosser's employment terminates prior to retirement for
any reason other than disability, no payments will be made. Both the 1980 and
1986 Agreements are non-tax qualified, unfunded deferred compensation plans. Mr.
Schlosser attained normal retirement age of 65 in October 1993 and since January
1, 1994, St. Francis Bank has paid Mr. Schlosser $1,000 per month under the 1980
Agreement and $1,000 per month plus the 5% per annum increase which commenced
January 1, 1995 under the 1986 Agreement.

In September 1986, St. Francis Bank and Mr. Perz entered into a
deferred compensation agreement in lieu of a $5,000 per annum increase in Mr.
Perz' base salary, pursuant to which St. Francis Bank agreed to pay Mr. Perz
$3,333 per month for the first year upon his retirement, death or disability,
with such monthly payments to be increased 5% each year thereafter for the
following 14 years. The deferred compensation agreement further provides that if
Mr. Perz' employment terminates before retirement for any reason other than
disability, no payments will be made. The deferred compensation agreement is a
non-tax qualified, unfunded plan.

In November 1987 and February 1988, Messrs. Mentzer and Perz each
entered into deferred compensation agreements whereby they agreed to defer
certain directors' fees paid to them by St. Francis Bank and the Company. These
agreements were renewed in January 1993 and January 1994 for Messrs. Mentzer and
Perz, respectively. The deferred compensation agreements are non-tax qualified,
unfunded plans which establish deferred benefit accounts for both Messrs. Perz
and Mentzer. The deferred benefit accounts are credited annually on April 30 of
each year with interest at a rate equal to one percentage point over the
composite yield on Moody's Long Term Bond Index Rate in effect on the preceding
April 30. Upon retirement, deferred compensation with accrued interest is to be
paid to each director or his designated beneficiary over ten years in annual
installment portions as designated in the deferred compensation agreements. In
the event of Mr. Perz' death before retirement, his deferred compensation
agreement provides that St. Francis Bank shall pay his designated beneficiary an
annual sum of $76,000 for a period of ten years. In the event of Mr. Mentzer's
death before retirement, his deferred compensation agreement provides his
designated beneficiary shall receive the balance in his director's deferred
benefit account over a period of ten years. In October 1997, Mr. Mentzer's
agreement was amended to provide that he will receive $2,000 per month from his
deferred compensation commencing in January 1998.

-26-

BENEFITS

EXECUTIVE SPLIT DOLLAR INSURANCE PROGRAM

St. Francis Bank established a Split Dollar Life Insurance Plan,
effective September 13, 1992 (the "Split Dollar Plan"), in which Messrs.
Schlosser, Perz and other senior officers of St. Francis Bank participate. The
life insurance benefit is equal to the executives' salary up to $250,000. St.
Francis Bank pays the PS-58 cost of the insurance and the premium. Upon the
executive's death or the policy maturity date, St. Francis Bank will receive all
premiums paid on behalf of the executive and the executive will receive the
remainder of the death benefit or the cash surrender value.

In June 1997, Mr. Perz and St. Francis Bank entered into the St.
Francis Bank, FSB Split Dollar Life Insurance Agreement (the "1997 Split Dollar
Agreement") pursuant to which Mr. Perz is entitled to split dollar life
insurance benefits in addition to those provided for under the Split Dollar
Plan. The life insurance benefit is equal to $1,985,753. St. Francis Bank pays
the PS-58 cost of the insurance and the premium. Upon the death of Mr. Perz or
the policy maturity date, St. Francis Bank will receive the greater of $750,000
or the aggregate premiums paid on behalf of Mr. Perz and Mr. Perz will receive
the remainder of the death benefit or the cash surrender value

401(K) PLAN, EMPLOYEE STOCK OWNERSHIP PLAN AND MONEY PURCHASE PENSION PLAN

St. Francis Bank participates in the St. Francis Bank, F.S.B. 401(k)
Savings Plan (the "401(k) Plan"), covering all of its eligible employees.
Employees are eligible to participate after completing a six-month period of
employment and attaining age 21. The 401(k) Plan permits participants, subject
to the limitations imposed by Section 401(k) of the Internal Revenue Code, to
make voluntary tax deferred contributions in amounts between 2% and 10% of their
annual compensation. For fiscal 1998, St. Francis Bank made a semi-monthly
contribution to the 401(k) Plan in an amount equal to 50% of the first 4% of
compensation deferred by the participant for those participants currently
employed. The 401(k) Plan's trustee is the Marshall & Ilsley Trust Company.

In connection with the conversion of St. Francis Bank, St. Francis Bank
established the St. Francis Bank, F.S.B. Employee Stock Ownership Plan (the
"ESOP") for its eligible employees. The ESOP borrowed funds from the Company to
purchase 490,643 shares of Common Stock. Collateral for the loan is the Common
Stock purchased by the ESOP. St. Francis Bank makes scheduled discretionary cash
contributions to the ESOP sufficient to amortize the principal and interest on
the loan. The loan will be repaid principally from contributions of St. Francis
Bank to the ESOP over a period of twelve years. Shares purchased by the ESOP
will be held in a suspense account for allocation among participants as the loan
is repaid. Benefits generally become 20% vested after three years of credited
service, with vesting increasing 20% per year thereafter to 100% vesting after
seven years. Participants also become 100% vested on death, disability and
attainment of age 65. Benefits may be payable, in either shares of Common Stock
or cash, upon death, retirement, early retirement, disability or separation from
service. The ESOP's trustee is Marshall & Ilsley Trust Company.

St. Francis Bank maintains the St. Francis Bank, F.S.B. Money Purchase
Pension Plan (the "Pension Plan"), a tax-qualified, defined contribution plan
covering all eligible employees. Employees are eligible to participate after
completing a twelve-month period of 1,000 or more hours of employment and
attaining age 21. Benefits generally become 20% vested after three years of
credited service, with vesting increasing 20% per year thereafter to 100%
vesting after seven years. Participants also become 100% vested on death,
disability or attainment of age 65. The Pension Plan's trustee is the Marshall &
Ilsley Trust Company.

-27-

STOCK OPTION PLANS

The Company has two stock option plans, the 1993 Stock Option Plan and
the 1997 Stock Option Plan (collectively, the "Option Plans").

In 1993, the Board of Directors of the Company adopted the 1993 Option
Plan. All employees of the Company and its subsidiaries are eligible to
participate in the 1993 Option Plan. As of September 30, 1998, the Company and
its subsidiaries had 476 eligible employees. The 1993 Option Plan authorizes the
grant of (i) options to purchase shares of Common Stock intended to qualify as
incentive stock options under Section 422A of the Internal Revenue Code
("Incentive Stock Options"), (ii) options that do not so qualify ("Non-Statutory
Options"), and (iii) options which are exercisable only upon a change in control
of St. Francis Bank or the Holding Company ("Limited Rights"). As of September
30, 1998, options to purchase 588,777 shares of Common Stock had been granted
under the 1993 Option Plan and 51,787 shares of Common Stock (which has been
adjusted to include plan shares forfeited) were available for granting under the
1993 Option Plan.

In November 1996, the Board of Directors of the Company adopted the
1997 Stock Option Plan in which all directors, officers and employees of the
Company and its subsidiaries are eligible to participate. The 1997 Stock Option
Plan was approved by the Company's shareholders on January 22, 1997. As of
September 30, 1997, the Company had 482 directors, officers and employees
eligible to participate in the 1997 Stock Option Plan. The 1997 Stock Option
Plan authorizes the grant of (i) Incentive Stock Options; and (ii) Non-Statutory
Options. As of September 30, 1998, options to purchase a total of 211,513 shares
of Common Stock had been granted under the 1997 Stock Option Plan and a total of
32,820 shares of Common Stock (which has been adjusted to include plan shares
forfeited) were available for granting.

In fiscal 1997, the Board of Directors of the Company adopted the St.
Francis Capital Corporation 1997 Stock Option Allocation Plan (the "Option
Allocation Plan") which outlines the guidelines for, and factors to be
considered by, the Compensation Committee in granting performance-based options.
The Option Allocation Plan is designed to strengthen the link between executive
compensation and long-term organization performance by providing guidelines for
the granting of options to executive officers, subject to performance-based
vesting. Pursuant to the Option Allocation Plan, participants are granted
options which are subject to vesting over a maximum of a six-year period based
upon the Company's achievement of certain "Business Line" goals and "Earnings
Per Share" goals established by the Board of Directors of St. Francis Bank and
the Company, respectively, at the beginning of each fiscal year. The "Business
Line" targets relate to the following areas: (i) one-to-four family lending
(origination targets); (ii) commercial lending (growth targets); (iii) consumer
lending (growth targets); (iv) commercial real estate and multi-family lending
(growth targets); (v) deposits (growth targets); and (vi) investment products
sales. The option grants to eligible participants are intended to qualify as
Incentive Stock Options under the Internal Revenue Code to the extent permitted
by applicable law.

At the end of each fiscal year, the Compensation Committee will compare
the Company's performance for the fiscal year to the established goals under the
Option Allocation Plan to determine the percentage of option shares which will
vest in such year for each participant. Each year, during the option award term,
a set maximum number of options granted (or if less, the remaining options
granted) will be subject to accelerated vesting, depending upon the degree of
the Company's success in achieving the annual performance targets budgeted for
the fiscal year. No vesting will occur in a fiscal year if the Company's
earnings per share or the "Business Line" targets (average) are less than 80% of
the budgeted target. The Compensation Committee, may, in its discretion,
accelerate the vesting of all or a portion of the options awarded to
participants, on an individual or group basis, which do not vest due to failure
to achieve budgeted targets for the Business Line and Earnings Per Share Targets
in any particular year of the option award term. All option shares not vested by
the last year of the option award term shall become vested in such year,
irrespective of Company performance.

-28-

Under the Option Allocation Plan, a participant must be employed at the
end of the fiscal year to be eligible for vesting of option grants. Termination
of a participant's service for any reason (other than death, disability, change
in control or retirement) (as defined in the 1997 Stock Option Plan) will result
in the forfeiture of all unvested options. For further information regarding
option grants and decisions related thereto in fiscal 1998, see "Compensation
Committee Report."

No options were granted to the named executive officers in the Summary
Compensation Table during the fiscal year ended September 30, 1998. The
following table sets forth certain information concerning the exercise of stock
options granted under the Option Plans by each of the executive officers named
in the Summary Compensation Table during the fiscal year ended September 30,
1998.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS OPTIONS AT
SHARES AT FISCAL YEAR END FISCAL YEAR END (1)
ACQUIRED VALUE --------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------

Thomas R. Perz 2,000 $ 67,875 73,500 44,593 $ 1,598,125 $ 492,770

John C. Schlosser 30,000 930,000 34,000 12,093 799,500 273,395

Bradley J. Smith 0 0 7,750 27,250 52,313 211,438

James C. Hazzard 0 0 9,167 24,333 79,236 251,015

Jon D. Sorenson 500 14,313 28,277 17,250 593,758 116,438

- ------------------

(1) The value of Unexercised In-the-Money Options is based upon the
difference between the fair market value of the securities underlying
the options ($35.75) and the exercise price of the options at September
30, 1998.

Incentive Stock Options granted to any person who is the beneficial
owner of more than 10% of the outstanding shares of Common Stock may be
exercised only for a period of five years following the date of grant and the
exercise price at the time of grant must be equal to at least 110% of the fair
market value of the Common Stock on the date of the grant. No option granted in
connection with the 1993 Stock Option Plan will be exercisable three months
after the date on which the optionee ceases to perform services for St. Francis
Bank or the Company, except that in the event of death, disability or
retirement, options may be exercisable for up to one year thereafter or such
longer period as determined by the Company with respect to the exercise of
Non-Statutory Options. If an optionee ceases to perform services for St. Francis
Bank or the Company due to retirement, Incentive Stock Options exercised more
than three months following the date the optionee ceases to perform services
shall be treated as Non-Statutory Stock Options. Options of employees terminated
for cause will terminate on the date of termination. Termination for cause
includes termination due to the intentional failure to perform stated duties,
breach of fiduciary duty involving personal dishonesty resulting in a material
loss to the Company, willful violations of law or the entry of a final cease and
desist order which results in a material loss to the Company. Options will be
immediately exercisable in the event of a change in control. "Change of control"
is defined to include the acquisition of beneficial ownership of 20% or more of
any class of equity security by a person or group of persons acting in concert,
a tender offer or exchange offer, merger or other form of business combination,
a sale of assets or a contested election of directors which results in a change
in control of a majority of the Board of Directors.

-29-

DIRECTORS' COMPENSATION

BOARD FEES

Compensation paid to Company directors in fiscal 1998 included a
monthly retainer of $1,125 plus a fee of $1,500 per regular meeting attended,
$500 per special meeting attended and $500 per Company Board committee meeting
attended.

Company directors who also were directors of St. Francis Bank received
a fee of $1,000 per St. Francis Bank Board meeting attended and $500 per
committee meeting attended. In fiscal 1998, all Company directors also served on
the Board of Directors of St. Francis Bank.

PERFORMANCE GRAPH

The following graph shows an annual comparison from September 1993 to
September 1998 of the Company's cumulative shareholder return on the Common
Stock with (i) the cumulative total return on stocks included in the NASDAQ
Stock Market Index (for United States companies) and (ii) the cumulative total
return on stocks of NASDAQ listed companies included in the Standard Industrial
Classification (SIC) codes 602 - 679 (the "Nasdaq Financial Index"), commencing
on September 30, 1993 through September 30, 1998. The cumulative returns set
forth in each graph assume the reinvestment of dividends into additional shares
of the same class of equity securities at the frequency with which dividends
were paid on such securities during the applicable comparison period.

-30-

COMPARISON OF ANNUAL
CUMULATIVE TOTAL RETURN AMONG THE COMPANY,
NASDAQ STOCK MARKET (U.S.) INDEX AND
NASDAQ FINANCIAL INDEX(1)

09/30/93 09/30/94 09/30/95 09/30/96 09/30/97 09/30/98
-------- -------- -------- -------- -------- --------

Company Common Stock............ $ 100.00 $ 122.03 $ 154.24 $ 177.29 $ 261.90 $ 253.83
NASDAQ (U.S.)................... 100.00 100.83 139.28 165.24 226.81 231.84
NASDAQ Financial................ 100.00 105.39 133.35 165.08 259.97 240.33

- ------------

(1) Assumes $100.00 invested on September 30, 1993, and all dividends
reinvested through the end of the Company's fiscal year on September
30, 1998. The Company's Common Stock commenced trading on June 18,
1993. From September 30, 1993 to September 30, 1995, the Company did
not pay dividends on its Common Stock. On November 22, 1995, the
Company paid its first quarterly dividend and paid quarterly dividends
of $0.10 per share since that time through September 30, 1996.
Commencing December 31, 1996, the Company increased its quarterly
dividend to $0.12 per share through September 30, 1997, and commencing
November 21, 1997, the Company increased its quarterly dividend to
$0.14 per share through September 30, 1998. The performance graph is
based upon closing prices on the trading day specified.

-31-

INDEBTEDNESS OF MANAGEMENT AND CERTAIN TRANSACTIONS

Current federal law requires that all loans or extensions of credit to
officers and directors must be made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the general public and must not involve more than the normal
risk of repayment or present other unfavorable features. In addition, loans made
to a director or executive officer in excess of the greater of $25,000 or 5% of
St. Francis Bank's capital and surplus (up to a maximum of $500,000) must be
approved in advance by a majority of the disinterested members of the Board of
Directors.

The policies of St. Francis Bank provide that all loans or extensions
of credit to executive officers and directors are to be made in the ordinary
course of business (i.e., on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the normal risk
of collectibility or present other unfavorable features), or in accordance with
the terms of nonpreferential benefit or compensation plans generally available
to Bank employees. All loans were made by St. Francis Bank in the ordinary
course of business or pursuant to nonpreferential benefit or compensation plans
generally available to employees of St. Francis Bank. All loans or extensions of
credit to executive officers and directors were current as of September 30,
1998.

Mr. Jeffrey A. Reigle, a director of the Company and St. Francis Bank,
is the President and Chairman of the Board of Regal Ware, Inc. In fiscal 1998,
St. Francis Bank participated in a credit facility originated at another
financial institution for Regal Ware, Inc. St. Francis Bank's participation
interest in the credit facility totals $6 million, of which $3.6 million was
outstanding at September 30, 1998. The terms of the credit facility are
substantially the same, including interest rates and collateral, as those
prevailing at the time for comparable transactions, and does not involve more
than the normal risk of collectibility or present other unfavorable features.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of the shares of Common Stock outstanding, to file reports of ownership
and changes in ownership with the SEC and the National Association of Securities
Dealers, Inc. Officers, directors and greater than ten percent shareholders are
required by regulation to furnish the Company with copies of all Section 16(a)
forms they file. Based upon review of the information provided to the Company,
the Company believes that during the fiscal year ended September 30, 1998,
officers, directors and greater than ten percent shareholders complied with all
Section 16(a) filing requirements.

SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING

DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR INCLUSION IN 2000 PROXY
MATERIALS

To be considered for inclusion in the proxy statement relating to the
Annual Meeting to be held in January 2000, shareholder proposals must be
received at the principal executive offices of the Company at 13400 Bishops
Lane, Suite 350, Brookfield, Wisconsin 53005-6203, Attention: William R. Hotz,
Secretary, no later than August 31, 1999. If such proposal is in compliance with
all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), it will be included in the proxy statement and
set forth on the appointment form of proxy issued for such annual meeting of
shareholders. It is urged that any such proposals be sent certified mail, return
receipt requested. Nothing in this section shall be deemed to require the
Company to include in its proxy statement and proxy relating to the 2000 Annual
Meeting any shareholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.

-32-

ADVANCE NOTICE REQUIREMENT FOR ANY PROPOSAL OR NOMINATION TO BE RAISED BY A
SHAREHOLDER

Shareholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article VII of the Company's
Articles of Incorporation. Article VII of the Articles of Incorporation
currently provides that for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary of the Company. To be timely, a shareholder's notice
must be delivered to or mailed by first class United States mail, postage
prepaid, to the principal executive offices of the Company not later than the
close of business on the tenth day following the day on which notice of such
annual meeting is first given to shareholders. If the proposed amendment to
Article VII of the Articles of Incorporation (Matter 5) is approved by
shareholders at the Annual Meeting, to be timely, a shareholder's notice must be
received by the Company not less than 90 days nor more than 120 days prior to
the date of the previous year's annual meeting of shareholders.

A shareholder's notice must set forth certain information in accordance
with Article VII of the Company's Articles of Incorporation. The advance notice
must include the shareholder's name and address, as they appear on the Company's
record of shareholders, the class and number of shares of the Company's Common
Stock beneficially owned by such shareholder, a brief description of the
proposed business, the reason for considering such business at the annual
meeting and any material interest of the shareholder in the proposed business.
In the case of nominations for elections to the Board of Directors, certain
information regarding the nominee must be provided.

DISCRETIONARY VOTING OF 1999 PROXIES

Effective June 29, 1998, the SEC amended Rule 14a-4(c) under the
Exchange Act which governs a company's use of discretionary proxy voting
authority with respect to shareholder proposals that are not being included in a
company's proxy solicitation materials pursuant to Rule 14a-8 of the Exchange
Act. New Rule 14a-4(c)(1) provides that if a shareholder fails to notify the
Company of such proposal at least 45 days (or such other date as specified by
the Company's Articles of Incorporation or By-laws) prior to the month and day
of mailing of the prior year's proxy statement, then the management proxies
named in the form of proxy distributed in connection with the Company's proxy
statement would be allowed to use their discretionary voting authority to
address the proposal submitted by the shareholder, without discussion of the
proposal in the proxy statement.

If the proposed amendment to Article VII of the Articles of
Incorporation (Matter 5) is approved by shareholders at the Annual Meeting, then
if a shareholder's notice is not received by the Company at least 90 days and
not more than 120 days prior to the date of the previous year's annual meeting
of shareholders, then management proxies would be allowed to use their
discretionary voting authority to vote on the proposal when the proposal is
raised at the annual meeting, even though there is no discussion of the proposal
in the 1999 proxy statement. If the proposed amendment (Matter 5) is not
approved, then management proxies may not use their discretionary voting power
for any proposal received by the Company at least ten days after mailing of the
1999 proxy statement unless the Company sends to shareholders information on the
matter to be presented at the meeting and how the management proxies intend to
exercise their discretionary vote of such matter.

-33-

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING

The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Annual Meeting or any adjournments or postponements thereof, it is the
intention of the persons named in the accompanying proxy to vote the shares
represented thereby on such matters in accordance with their best judgment.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ William R. Hotz
Milwaukee, Wisconsin William R. Hotz
December 16, 1998 Executive Vice President,
Secretary and General Counsel

================================================================================
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN
AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
================================================================================

-34-

APPENDIX A

PROPOSED AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION

The first full sentence of Article IV of the Articles of Incorporation
of the Company, providing for the authorization of 18,000,000 shares, consisting
of 12,000,000 shares of common stock, $.01 par value per share, and 6,000,000
shares of preferred stock, $.01 par value per share, will be eliminated and
replaced in its entirety by the following new paragraph of Article IV, assuming
receipt of upon shareholder approval of Matter 3 (increase in authorized shares
of Common Stock) and Matter 4 (increase in authorized shares of Preferred
Stock):

ASSUMING SHAREHOLDER APPROVAL OF MATTERS 3 AND 4:

"ARTICLE IV. Capital Stock. The total number of shares of all
classes of capital stock which the Corporation is authorized to
issue is thirty-six million (36,000,000) of which twenty-four
million (24,000,000) shall be common stock, $.01 par value per share
("Common Stock") and twelve million (12,000,000) shall be preferred
stock, $.01 par value per share ("Preferred Stock")."

ASSUMING SHAREHOLDER APPROVAL OF MATTER 3 AND NOT MATTER 4:

"ARTICLE IV. Capital Stock. The total number of shares of all
classes of capital stock which the Corporation is authorized to
issue is thirty million (30,000,000) of which twenty-four million
(24,000,000) shall be common stock, $.01 par value per share
("Common Stock") and six million (6,000,000) shall be preferred
stock, $.01 par value per share ("Preferred Stock")."

ASSUMING SHAREHOLDER APPROVAL OF MATTER 4 AND NOT MATTER 3:

"ARTICLE IV. Capital Stock. The total number of shares of all
classes of capital stock which the Corporation is authorized to
issue is twenty-four million (24,000,000) of which twelve million
(12,000,000) shall be common stock, $.01 par value per share
("Common Stock") and twelve million (12,000,000) shall be preferred
stock, $.01 par value per share ("Preferred Stock")."

APPENDIX B

PROPOSED AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION

Section (A) of Article VII of the Articles of Incorporation of the
Company, providing for the advance notice of shareholder nominations for the
election of directors and proposals for business to be considered at any annual
or special meeting, will be eliminated and replaced in its entirety by the
following new Section (A) of Article VII:

"ARTICLE VII. Notice, Nominations and Proposals by Shareholders

A. Nominations for the election of directors and
proposals for any business to be considered by shareholders at
any annual or special meeting of shareholders may be made by
the Board or by any shareholders of the Corporation entitled
to vote generally in the election of directors. In order for a
shareholder of the Corporation to make any such nominations
and/or proposals, and for such nominations or other business
to be properly before the annual or special meeting, he or she
must give written notice of the nomination or proposal in the
manner and within the time period specified in the Bylaws.
Each such shareholder giving such notice must provide to the
Secretary at the time such notice is given (a) his or her name
and address as they appear on the Corporation's books, (b) the
class and number of shares of the Corporation which are
beneficially owned by such shareholder, and (c) a
representation that such shareholder is a holder of shares
entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to make the nomination or
proposal. In addition, the shareholder making such nomination
or proposal shall promptly provide any other information
reasonably requested by the Corporation."

APPENDIX C

PROPOSED AMENDMENT TO
THE COMPANY'S BY-LAWS
(CONTINGENT UPON RECEIPT OF SHAREHOLDER APPROVAL OF MATTER 5)

Assuming receipt of shareholder approval of the proposed amendment to
the Company's Articles of Incorporation providing for the advance notice
requirements of shareholder proposals for business to be considered at any
annual or special meeting and nominations for the election of directors to be
included in the Company's proposed changed By-laws, a new section will be added
to the Company's By-laws to provide for such notice, as set forth in its
entirety below, as Section 2.14 of the Company's By-laws:

"2.14 NOMINATIONS AND SHAREHOLDER PROPOSALS.

Nominations for the election of directors and proposals for any
business to be considered by shareholders at any annual or special meeting of
shareholders may be made by the Board or by any shareholder of the Corporation
entitled to vote generally in the election of directors. In order for a
shareholder of the Corporation to make any such nominations and/or proposals,
and for such nominations or other business to be properly before the annual or
special meeting, he or she must give notice thereof in writing, delivered or
mailed by first class United States mail, postage prepaid, to the Secretary of
the Corporation:

(i) with respect to an annual meeting, not less than 90 days nor more
than 120 days prior to the date of the previous year's annual meeting
of shareholders; provided, however, that in the event the date of the
annual meeting is advanced by more than 30 days or postponed by more
than 30 days from the fourth Wednesday in January, notice by the
shareholder must be received as provided above not earlier than the
120th day prior to the date of such annual meeting and not later than
the close of business on the later of (x) the 90th day prior to such
annual meeting, or (y) the tenth day following the day on which the
public announcement of the date of such annual meeting is first made;
and

(ii) with respect to a special meeting, not later than the close of
business on the tenth day following the day on which the public
announcement of the date of such special meeting is first made.

Each such notice given by a shareholder with respect to nominations for
election of directors shall set forth (i) the name, age, business address and
residence address of each nominee proposed in such notice; (ii) the principal
occupation or employment of each such nominee; (iii) the number of shares of
stock of the Corporation beneficially owned by each such nominee; (iv) a
description of all arrangements or understandings between such shareholders and
such nominees and any other person (naming such person) pursuant to which the
nomination is to be made by the shareholders; (v) such other information as
would be required to be included, or would be otherwise required to be
disclosed, in a proxy statement soliciting proxies for the election of the
proposed nominee pursuant to Regulation 14A of the Securities Exchange Act of
1934, as amended, including any information that would be required to be
included had the nominee been nominated by the Board of Directors; (vi) the
written consent of each nominee to be named in a proxy statement as a nominee
and to serve, if elected, as a director; and (vii) as to the shareholder given
such notice: (a) his or her name and address as they appear on the Corporation's
books; (b) the class and number of shares of the Corporation which are
beneficially owned by such shareholder; and (c) a representation that such
shareholder is a holder of shares entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to make the nomination.

In addition, the shareholder making such nomination shall promptly
provide any other information reasonably requested by the Corporation. Each
notice given by a shareholder to the Secretary with respect to business
proposals to be brought before a meeting shall set forth in writing as to each
matter: (i) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting; (ii) the
name and address, as they appear on the Corporation's books, of the shareholder
proposing such business; (iii) the class and number of shares of the Corporation
beneficially owned by such shareholder; and (iv) any material interest of the
shareholder in such business."

41
ST. FRANCIS CAPITAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 27, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders (the "Annual Meeting") and the Proxy Statement and,
revoking any proxy heretofore given, hereby constitutes and appoints Messrs.
Thomas R. Perz or John C. Schlosser, directors of St. Francis Capital
Corporation (the "Company") to represent and to vote, as designated below, all
the shares of common stock of the Company held of record by the undersigned on
December 1, 1998, at the Annual Meeting which will be held on January 27, 1999,
at 10:00 a.m., Milwaukee time, at the Midway Hotel Airport, 5105 S. Howell
Avenue, Milwaukee, Wisconsin, and at any adjustments or postponements thereof.

This proxy is revocable and will be voted as directed below, but if no
instructions are specified, this proxy will be voted FOR each of the matters
listed below. If any other business is presented at the Annual Meeting or any
adjournments or postponements thereof, this proxy will be voted by the named
proxies in their best judgment and discretion. At the present time, the Board of
Directors of the Company knows of no other business to be presented at the
Annual Meeting.

Please mark your votes as in this example: [X]

DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED

ST. FRANCIS CAPITAL CORPORATION ANNUAL MEETING OF SHAREHOLDERS

1. Election of Directors: 1 - David J. Drury [_] FOR all nominees [_]WITHHOLD
2 - Rudolph T. Hoppe listed to the left (except AUTHORITY
3 - Thomas R. Perz as specified below). to vote for all
nominees listed
to the left

(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of nominee(s) in the space provided to the right) __________________

2. Approval of an amendment to the St. Francis Capital Corporation 1997 Stock
Option Plan;