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:                    
|/ /                                           
|/ /                                           
|/x/                                           
|/ /                                           
|/ /                                           

|EFC BANCORP, INC.                                                       
|------------------------------------------------------------------------
|(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)                                                                                                                                                                                                                                                                                
|    |  | (2)                                                                                                                                                                                                                                                                                
|    |  | (3)                                                                                                                                                                                                                                                                                
|    |  | (4)                                                                                                                                                                                                                                                                                
|    |  | (5)                                                                                                                                                                                                                                                                                
|/ / |  | 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)                                                                                                                                                                                                                                                                                
|    |  | (2)                                                                                                                                                                                                                                                                                
|    |  | (3)                                                                                                                                                                                                                                                                                
|    |  | (4)                                                                                                                                                                                                                                                                                



EFC BANCORP, INC.1695 Larkin Avenue
Elgin, Illinois 60123
(847) 741-3900

March 21, 2000

Fellow
Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of EFC Bancorp, Inc. (the "Company"), the
holding company for Elgin Financial Savings Bank (the "Bank"), Elgin, Illinois, which will be held on April 25, 2000, at 2:00 p.m., Central Time, at the Ramada Inn of Elgin, 345 West
River Road, Elgin, Illinois.

The
attached Notice of the Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. Directors and officers of the Company, as well as a
representative of KPMG LLP, the Company's independent auditors, will be present at the Annual Meeting to respond to any questions that our shareholders may have.

The
Board of Directors of the Company has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its shareholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends that you vote "FOR" each of the nominees nominated as directors by the Nominating Committee
specified under Proposal 1, "FOR" Proposal 2, the approval of the EFC Bancorp, Inc. 2000 Stock Option Plan, and "FOR" Proposal 3, the ratification of the appointment of independent auditors.

Please sign and return the enclosed proxy promptly. Your cooperation is appreciated since a majority of the common stock must be
represented, either in person or by proxy, to constitute a quorum for the conduct of business at the Annual Meeting.

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





EFC BANCORP, INC.1695 Larkin Avenue
Elgin, Illinois 60123

---

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTo Be Held on April 25, 2000

---

NOTICE
IS HEREBY GIVEN that the Annual Meeting of shareholders (the "Annual Meeting") of EFC Bancorp, Inc. (the "Company"), the holding company for Elgin Financial Savings Bank
(the "Bank"), will be held on April 25, 2000 at 2:00 p.m., Central Time, at the Ramada Inn of Elgin, 345 West River Road, Elgin, Illinois.

The
purpose of the Annual Meeting is to consider and vote upon the following matters:



The
Board of Directors has established March 10, 2000, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting
and at any adjournments thereof. Only record holders of the common stock of the Company as of the close of business on such record date will be entitled to vote at the Annual Meeting or any
adjournments thereof. In the event there are not sufficient votes for a quorum or to approve the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to
permit further solicitation of proxies by the Company. A list of shareholders entitled to vote at the Annual Meeting will be available at EFC Bancorp, Inc., 1695 Larkin Avenue, Elgin, Illinois
60123, for a period of 10 days prior to the Annual Meeting and will also be available at the Annual Meeting itself.



Elgin,
Illinois
March 21, 2000



EFC BANCORP, INC.

---

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERSApril 25, 2000

---

Solicitation and Voting of Proxies

This Proxy Statement is being furnished to shareholders of EFC Bancorp, Inc. (the "Company") in connection with the solicitation by the Board of Directors
("Board of Directors" or "Board") of proxies to be used at the Annual Meeting of shareholders (the "Annual Meeting"), to be held on April 25, 2000 at 2:00 p.m. Central Time at the Ramada
Inn of Elgin, 345 West River Road, Elgin, Illinois, and at any adjournments thereof. The 1999 Annual Report to Shareholders, including the consolidated financial statements of the Company for the year
ended December 31, 1999, accompanies this Proxy Statement which is first being mailed to record holders on or about March 21, 2000.

Regardless
of the number of shares of common stock owned, it is important that record holders of a majority of the shares be represented by proxy or in person at the Annual Meeting.
Shareholders are requested to vote by completing the enclosed proxy card 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 card.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 proxy cards will be voted "FOR" the election of the nominees for directors nominated by the Nominating Committee of the Board of Directors and named in this Proxy
Statement, "FOR" the approval of the EFC Bancorp, Inc. 2000 Stock Option Plan and "FOR" the ratification of the appointment of KPMG LLP as independent auditors of the Company for the year ended
December 31, 2000.

Other
than the matters listed on the attached Notice of Annual Meeting of Shareholders, the Board of Directors knows of no additional matters that will be presented for consideration
at the Annual Meeting.Execution of a proxy, however, confers on the designated proxy holders discretionary authority to vote the shares in accordance with their best judgment
on such other business, if any, that may properly come before the Annual Meeting and at any adjournments thereof, including whether or not to adjourn the Annual Meeting.

A
proxy may be revoked at any time prior to its exercise by filing a written notice of revocation with the Corporate Secretary of the Company, by delivering to the Company a duly
executed proxy bearing a later date, or by attending the Annual Meeting and voting in person.However, if you are a shareholder whose shares are not registered in your own
name, you will need appropriate documentation from your record holder to attend the Annual Meeting and vote personally at the Annual Meeting.

The
cost of solicitation of proxies on behalf of management will be borne by the Company. In addition to the solicitation of proxies by mail, Georgeson Shareholder
Communications, Inc., a proxy solicitation firm, will assist the Company in soliciting proxies for the Annual Meeting and will be paid a fee of $4,000, plus out-of-pocket expenses. Proxies may
also be solicited personally or by telephone by directors, officers and other employees of the Company and its subsidiary, Elgin Financial Savings Bank (the "Bank"), without additional compensation
therefor. The Company will also request persons, firms and corporations holding shares in their names, or in the name of their nominees, which are beneficially
owned by others, to send proxy material to, and obtain proxies from, such beneficial owners, and will reimburse such holders for their reasonable expenses in doing so.



Voting Securities and Required Vote

The securities which may be voted at the Annual Meeting consist of shares of common stock of the Company ("Common Stock"), with each share entitling its owner
to one vote on all matters to be voted on at the Annual Meeting, except as described below.

The
close of business on March 10, 2000, has been fixed by the Board of Directors as the record date (the "Record Date") for the determination of shareholders of record
entitled to notice of and to vote at the Annual Meeting and at any adjournments thereof. The total number of shares of Common Stock outstanding on the Record Date was 4,944,320 shares.

As
provided in the Company's Certificate of Incorporation, for voting purposes, holders of Common Stock who beneficially own in excess of 10% of the outstanding shares of Common Stock
(the "Limit") are not entitled to any vote in respect of the shares held in excess of the Limit and are not treated as outstanding for voting purposes. A person or entity is deemed to beneficially own
shares owned by an affiliate of, as well as, by persons acting in concert with, such person or entity. The Company's Certificate of Incorporation authorizes the Board of Directors (i) to make
all determinations necessary to implement and apply the Limit, including determining whether persons or entities are acting in concert, and (ii) to demand that any person who is reasonably
believed to beneficially own stock in excess of the Limit to supply information to the Company to enable the Board of Directors to implement and apply the Limit.

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 (after subtracting any shares in excess of
the Limit pursuant to the Company's Certificate of Incorporation) is necessary to constitute a quorum at the Annual Meeting. In the event that there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

As
to the election of directors (Proposal 1), the proxy card 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 one or more of the nominees being proposed. Under Delaware law and the Company's Bylaws, directors are elected by a plurality of the votes cast, without
regard to either (i) broker non-votes, or (ii) proxies as to which authority to vote for one or more of the nominees being proposed is withheld.

As
to the approval of the EFC Bancorp, Inc. 2000 Stock Option Plan (Proposal 2), by checking the appropriate box, a shareholder may: (i) vote "FOR" the item;
(ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on such item.

As
to the ratification of the appointment of KPMG LLP as independent auditors of the Company (Proposal 3) and all other matters that may properly come before the Annual Meeting, by
checking the appropriate box, a shareholder may: (i) vote "FOR" the item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on such item.

Under
the Company's Bylaws and Delaware law, an affirmative vote of the holders of a majority of the votes cast at the Annual Meeting on Proposals 2 and 3 is required to constitute
shareholder approval
of each such Proposal. Shares underlying broker non-votes or in excess of the Limit will not be counted as present and entitled to vote or as votes cast and will have no effect on the vote.

Proxies
solicited are to be returned to the Company's transfer agent, LaSalle Bank N.A. ("LaSalle"). The Board of Directors has designated LaSalle to act as inspectors of election and
tabulate the votes at the Annual Meeting. LaSalle is not otherwise employed by, or a director of, the Company or any of its affiliates. After the final adjournment of the Annual Meeting, the proxies
will be returned to the Company.

2



Security Ownership of Certain Beneficial Owners

The following table sets forth information as to those persons believed by management to be beneficial owners of more than 5% of the Company's outstanding
shares of Common Stock on the Record Date or as disclosed in certain reports received to date regarding such ownership filed by such persons with the Company and with the Securities and Exchange
Commission ("SEC"), in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Other than those persons listed below, the
Company is not aware of any person, as such term is defined in the Exchange Act, that owns more than 5% of the Company's Common Stock as of the Record Date.

|Title of Class |  | Name and Address
of Beneficial Owner   |  | Amount and
Nature of
Beneficial
Ownership |     | Percent of
Class
|-------------- |  | -------------------------------------- |  | ----------------------------------------- | --- | ----------------
|Common Stock   |  | Elgin Financial Center, S.B.           |  | 599,314                                   | (1) | 12.1%           
|               |  | Employee Stock Ownership Plan ("ESOP") |  |                                           |     |                 
|               |  | 1695 Larkin Avenue                     |  |                                           |     |                 
|               |  | Elgin, Illinois 60123                  |  |                                           |     |                 
|Common Stock   |  | Elgin Financial Foundation             |  | 514,921                                   | (2) | 10.4%           
|               |  | 1695 Larkin Avenue                     |  |                                           |     |                 
|               |  | Elgin, Illinois 60123                  |  |                                           |     |                 

---

Interests of Certain Persons In Matters to Be Acted Upon

Upon obtaining shareholder approval, the Company and the Bank intend to make option grants available to employees and non-employee directors of the Company and
the Bank at levels consistent with the Bank's peer financial institutions under the plan being presented for approval in Proposal 2.

3



PROPOSALS TO BE VOTED ON AT THE MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

Pursuant to its Bylaws, the number of directors of the Company is set at nine unless otherwise designated by the Board of Directors. Each of the nine members of the Board of
Directors also presently serves as a director of the Bank. Directors are elected for staggered terms of three years each, with a term of office of only one of the three classes expiring each year.
Directors serve until their successors are elected and qualified.

The
three nominees nominated by the Nominating Committee of the Board of Directors for election at the Annual Meeting are John J. Brittain, Barrett J. O'Connor and Thomas I. Anderson.
No person being nominated as a director is being proposed for election pursuant to any agreement or understanding between any person and the Company.

In
the event that any nominee is unable to serve or declines to serve for any reason, it is intended that proxies will be voted for the election of the balance of those nominees named
and for such other persons as may be designated by the present Board of Directors. The Board of Directors has no reason to believe that any of the persons named will be unable or unwilling to serve. Unless authority to vote for
the directors is withheld, it is intended that the shares represented by the enclosed proxy, if executed and returned, will be voted "FOR" the
election of all nominees proposed by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES NOMINATED BY THE NOMINATING COMMITTEE NAMED IN THIS PROXY STATEMENT.

Information with Respect to Nominees, Continuing Directors and Certain Executive Officers

The following table sets forth, as of the Record Date, the names of the nominees nominated by the Nominating Committee, continuing directors and the Named
Executive Officers, as defined below, as well as their ages, a brief description of their recent business experience, including present occupations
and employment, certain directorships held by each, the year in which each became a director of the Bank, and the year in which their terms (or in the case of nominees, their proposed terms) as
director of the Company expire. This table also sets forth the amount of Common Stock and the percent thereof beneficially owned by each director, each Named Executive officer and all directors and
executive officers as a group as of the Record Date.

|Name and Principal
Occupation at Present
and for the Past Five Years                                                                                                                                                                                         |  | Age |  | Director
Since(1) |  | Expiration
of Term as
Director |  | Shares of Common
Stock Beneficially
Owned(2) |        | Ownership
as a Percent
of Class(10)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --- |  | ----------------- |  | ------------------------------ |  | -------------------------------------------- | ------ | -----------------------------------
|Nominees:                                                                                                                                                                                                                                                    |  |     |  |                   |  |                                |  |                                              |        |                                    
|Thomas I. Anderson                                                                                                                                                                                                                                           |  | 63  |  | 1986              |  | 2003                           |  | 48,500                                       | (3)(4) | *                                  
|Retired President of W.J. Dennis &
Company, a packager and distributor of
weather stripping and related products.                                                                                                                                            |  |     |  |                   |  |                                |  |                                              |        |                                    
|John J. Brittain                                                                                                                                                                                                                                             |  | 69  |  | 1962              |  | 2003                           |  | 80,835                                       | (5)(6) | 1.59%                              
|Director and Chairman of the Boards of
Directors of the Bank and the Company.
Mr. Brittain is a partner in the law firm of
Brittain & Ketcham, P.C., located in Elgin,
Illinois. Brittain & Ketcham, P.C., serves
as the Company's and Bank's legal counsel. |  |     |  |                   |  |                                |  |                                              |        |                                    

4



|Barrett J. O'Connor                                                                                                                                                                                                   |  | 59 |  | 1984 |  | 2003 |  | 85,482  | (5)(6) | 1.68% 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- |  | ---- |  | ---- |  | ------- | ------ | ------
|Director, President and Chief Executive
Officer of the Bank and the Company.                                                                                                                                          |  |    |  |      |  |      |  |         |        |       
|Continuing Directors:                                                                                                                                                                                                 |  |    |  |      |  |      |  |         |        |       
|James J. Kovac                                                                                                                                                                                                        |  | 50 |  | 1986 |  | 2001 |  | 119,355 | (5)(6) | 2.34% 
|Director, Senior Vice President and Chief
Financial Officer of the Company and Executive Vice President, Chief Financial Officer and Treasurer of the Bank.                                                           |  |    |  |      |  |      |  |         |        |       
|Vincent C. Norton                                                                                                                                                                                                     |  | 66 |  | 1974 |  | 2001 |  | 49,457  | (5)(6) | *     
|Director of the Bank and the Company and
Senior Vice President Loan Originations of the Bank.                                                                                                                        |  |    |  |      |  |      |  |         |        |       
|Ralph W. Helm, Jr.,                                                                                                                                                                                                   |  | 67 |  | 1991 |  | 2001 |  | 64,700  | (3)(4) | 1.27% 
|President of Ralph Helm Inc., a retail
seller and servicer of outdoor power equipment.                                                                                                                                |  |    |  |      |  |      |  |         |        |       
|Leo M. Flanagan, Jr.,                                                                                                                                                                                                 |  | 57 |  | 1980 |  | 2002 |  | 56,020  | (5)(6) | 1.10% 
|Director and Vice Chairman of the Boards
of Directors of the Bank and the Company.
Mr. Flanagan is a partner in the law firm
of Brittain & Ketcham, P.C., which serves
as the Company's and the Bank's legal
counsel. |  |    |  |      |  |      |  |         |        |       
|Peter A. Traeger                                                                                                                                                                                                      |  | 41 |  | 1994 |  | 2002 |  | 38,500  | (3)(4) | *     
|President and Chief Executive Officer of
Artistic Carton Company, a manufacturer
of recycled paperboard and folding
cartons.                                                                                          |  |    |  |      |  |      |  |         |        |       
|James A. Alpeter                                                                                                                                                                                                      |  | 59 |  | 1999 |  | 2002 |  | 6,000   | (8)(9) | *     
|Owner and President of Andrews
Packaging Company, a company which
distributes industrial packaging products.                                                                                                          |  |    |  |      |  |      |  |         |        |       
|Named Executive Officer (Who is Not a
Director)                                                                                                                                                                       |  |    |  |      |  |      |  |         |        |       
|James R. Schneff                                                                                                                                                                                                      |  | 48 |  |     |  |     |  | 42,168  | (5)(6) | *     
|Senior Vice President and Chief Lending Officer of the Bank                                                                                                                                                           |  |    |  |      |  |      |  |         |        |       
|All directors and executive officers as a                                                                                                                                                                             |  |   |  |     |  |     |  | 711,846 | (7)    | 13.98%
|group (15 persons)                                                                                                                                                                                                    |  |    |  |      |  |      |  |         |        |       

---

5





6





## 

In
addition, Franklyn H. Schellinger has notified the Company that he would like to nominate himself to stand for election to the Board of Directors.

Meetings of the Board of Directors and Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the Board and through activities of its committees. The Board of Directors meets at least on a
quarterly basis and may have additional meetings as needed. During 1999, the Board of Directors of the Company held 12 regular meetings. All of the directors of the Company attended at least 75% in
the aggregate of the total number of the Company's board meetings held and committee meetings on which such directors served during 1999. The Board of Directors of the Company maintains committees,
the nature and composition of which are described below:

Audit Committee.The Audit Committee of the Company consists of Messrs. Alpeter, Anderson, Helm and Traeger. The
purpose of the Audit Committee is to review the Company's audit reports and management's actions regarding the implementation of audit findings. This Committee is also responsible for making
recommendations to the full Board of Directors regarding the selection of the independent auditor. The committee met three times in 1999.

Compensation Committee.The Compensation Committee consists of Messrs. Alpeter, Anderson, Helm and Traeger. This
Committee is responsible for making recommendations to the full Board of Directors on all matters regarding compensation and fringe benefits. The committee met three times in 1999.

Nominating Committee.The Company's Nominating Committee for the 2000 Annual Meeting consisted of
Messrs. Alpeter, Helm and Traeger. The Nominating Committee considers and recommends the nominees for director to stand for election at the Company's Annual Meeting of Shareholders. The
Company's Bylaws provide for shareholder nominations of directors. These provisions require such nominations to be made pursuant to timely written notice to the Secretary of the Company. The
shareholders' notice of nominations must contain all information relating to the nominee which is required to be disclosed by the Company's Bylaws and by the Exchange Act. See "Additional
InformationNotice of Business to be Conducted at an Annual Meeting." The Nominating Committee met on January 19, 2000.

Directors' Compensation

Fee Agreement.All directors of the Bank receive a fee of $2,000 for each regular and special Board meeting
which they attend. All outside directors of the Bank receive a fee of $200 to $300 (depending on the committee) for each committee meeting attended, except that no fees are paid for attending a
meeting of the Executive, Compensation or CRA Committees. All directors of the Company receive a $5,000 annual retainer, payable semi-annually.

Incentive Plan.Under the Incentive Plan maintained by the Company, each member of the Board of Directors of the
Company who is not an officer or employee of the Company or the Bank, with the exception of Mr. Alpeter, received non-statutory stock options to purchase 22,500 shares of Common Stock at an
exercise price of $11.125, the fair market value of the Common Stock on October 27, 1998, the date the option was granted, and stock awards for 14,000 shares of Common Stock (collectively, "Directors'
Awards"). On April 20, 1999, Mr. Alpeter received non-statutory stock options to purchase 2,500 shares of Common Stock at an exercise price of $10.375 per share, the fair market value of
the Common Stock on April 20, 1999. Mr. Alpeter also received stock awards for 5,000 shares of Common
Stock. The Incentive Plan was approved by shareholders on October 27, 1998. The Directors' Awards initially granted under the Incentive Plan will vest over a five-year period, at a rate of 20%
each year commencing on October 27, 1999, the first anniversary of the date of the grant. All Directors' Awards will vest immediately

7



upon
death or disability. The Incentive Plan provides for the acceleration of vesting upon a change in control of the Company or the Bank (as defined in the Incentive Plan) and, in the discretion of
the Board, upon retirement. All options granted under the plan expire 10 years following the date of grant. When share awards vest and are distributed, the recipients will also receive an amount equal
to accumulated cash and stock dividends (if any) with respect thereto, plus earnings thereon. No other stock awards were made under the Incentive Plan in fiscal 1999.

Stock Option Plan.For information regarding options to be granted to directors pursuant to the EFC
Bancorp, Inc. 2000 Stock Option Plan, see "Proposal 2. Approval of the EFC Bancorp, Inc. 2000 Stock Option Plan."

Advisory Directors.The Bank maintains a Board of Advisory Directors which consists of former Directors of the Bank.
Pursuant to the Bank's Bylaws, Directors must retire in the year they reach age 70 and any Director who retires because of such age limitation is eligible to be appointed as an Advisory Director.
Advisory Directors have no vote and receive meeting fees as determined by resolution of the Directors of the Bank, currently $1,000 for each Board meeting attended.

Executive Compensation

The report of the compensation committee and the stock performance graph shall not be deemed incorporated by reference by any general statement incorporating
by reference this proxy statement into any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such Acts.

Compensation Committee Report on Executive Compensation.Under rules established by the SEC, the Company is required to
provide certain data and information in regard to the compensation and benefits provided to the Company's chief executive officer and the other executive officers of the Company. The disclosure
requirements for these executive officers include the use of tables and a report explaining the rationale and considerations that led to fundamental compensation decisions affecting those individuals.
In fulfillment of this requirement, the Compensation Committee, at the direction of the Board of Directors, has prepared the following report for inclusion in this proxy statement.

Compensation Policies.The policies and objectives of the Compensation Committee are designed to assist the Company in
attracting and retaining qualified executives, to recognize individual contributions toward achieving strategic business initiatives and reward them for their achievement and to closely align the
financial interests of the executive officers with those of its shareholders. In furtherance of these objectives, the Company and Bank maintain a compensation program for executive officers which
consists of both cash and equity based compensation.

The
Compensation Committee, all of whom are independent board members, determine the compensation for the Chairman of the Board, Chief Executive Officer and Chief Financial Officer,
generally based upon a review of their performance during the prior year and competitive data for that position. For compensation of executive officers, other than themselves, the Chief Executive
Officer and the Chief Financial Officer make recommendations to the Compensation Committee for the compensation
of all executive officers of the Bank. In this process, the officers are evaluated as to their performance during the year and compared to the Bank's performance, thrift industry compensation surveys
and comparable positions at other thrift institutions. The Compensation Committee generally follows management's recommendations.

8



The
compensation package available to executive officers is composed of the following components:

(i)  Base
Salary; 
       (ii)  Annual Cash Incentive Awards; and 
      (iii)  Long Term Incentive Compensation, including Option and Stock Awards.

Base Salaries.The salary levels are intended to be consistent and competitive with the practices of other comparable
financial institutions and each executive's level of responsibility. The Compensation Committee utilized the "1999 America's Community Bankers Compensation Survey" in determining the compensation paid
to executive officers performing similar duties for depository institutions and their holding companies with particular focus on the level of compensation paid by comparable institutions in the $300
million to $500 million and the $500 million to $1 billion asset size in the East North Central Region which includes Illinois, Indiana, Michigan, Ohio and Wisconsin.

Although
the Compensation Committee's recommendations are discretionary and no specific formula is used for decision making, salary increases are aimed at reflecting the overall
performance of the Company and the performance of the individual executive officer.

Annual Cash Incentive Awards.As discussed under "Base Salaries," cash incentive awards are intended to be consistent
with comparative practices of other comparable financial institutions and each executive officer's level of responsibility, as reported in the "1999 America's Community Bankers Compensation Survey."
Such awards are based on the Committee's subjective determinations of the executive officer's performance during the year.

Long Term Incentive Compensation.The Company maintains the Incentive Plan under which executive officers may receive
grants and awards of Common Stock and options to purchase Common Stock of the Company. The Compensation Committee believes that stock ownership is a significant incentive in building shareholder value
and aligning the interests of employees with shareholders. On October 27, 1998, as approved by the Company's shareholders on that date, all the executive officers received grants and awards of
Common Stock, and options to purchase Common Stock, which have vesting periods of 20% per year beginning October 27, 1999. The exercise price of options granted was the market value of the
Common Stock on the date of shareholder approval. The value of this component of compensation increases as the Common Stock of the Company appreciates in value. The specific grants and awards for
certain named executive officers are reflected in the Summary Compensation Table.

Chief Executive Compensation.The base salary of Barrett J. O'Connor as the Chief Executive Officer for fiscal year
1999 was $173,000. This salary is in line with similar-sized public thrifts in Illinois as reported by the "SNL Executive Compensation Review." The Compensation Committee authorized a 1999 cash
incentive award to Barrett J. O'Connor in the amount of 23% of his 1999 base salary.

Compensation CommitteeJames A. Alpeter
Thomas I. Anderson
Ralph W. Helm, Jr.
Peter A. Traeger

9



Stock Performance Graph.The following graph shows a comparison of shareholder return on the Company's Common Stock
based on the market price of Common Stock assuming the reinvestment of dividends, with the cumulative total returns for the companies on the American Stock Exchange Index and the MG Savings &
Loan Index for the period beginning on April 6, 1998, the day the Company's Common Stock began trading, through December 31, 1999. The graph was derived from a limited period of time
and, as a result, may not be indicative of possible future performance of the Company's Common Stock. The data was supplied by Media General Financial Services, a data service provider for publicly
traded financial institutions.

Comparative Total Returns EFC Bancorp, Inc., The AMEX Market Index and The MG Index For Savings and Loans   [Stock Performance Graph Appears Here]

Summary

|                               |  | 04/06/98 |  | 12/31/98 |  | 12/31/99
|------------------------------ |  | -------- |  | -------- |  | --------
|EFC Bancorp, Inc.              |  | 100.00   |  | 73.73    |  | 70.47   
|AMEX Market Index              |  | 100.00   |  | 92.28    |  | 115.05  
|MG Index For Savings and Loans |  | 100.00   |  | 82.43    |  | 66.26   

Notes:



10





Summary Compensation Table.The following table shows, for the years ended December 31, 1999, 1998 and 1997, the cash compensation paid,
as well as certain other compensation paid or accrued for that year to the Chief Executive Officer of the Company and the Bank and four other executive officers of the Company and the Bank who earned
and/or received salary and bonus in excess of $100,000 in 1999 ("Named Executive Officers").

|                                                                                            |  |      |  |   |         |  |   |        |  | Long-Term Compensation |  |  
|------------------------------------------------------------------------------------------- |  | ---- |  | - | ------- |  | - | ------ |  | ---------------------- |  | -
|
|
|Barrett J. O'Connor                                                                         |  | 1999 |  | $ | 206,000 |  | $ | 40,000 |  |                       |  | $
|President and Chief                                                                         |  | 1998 |  |   | 200,000 |  |   | 35,000 |  |                       |  |  
|Executive Officer of the                                                                    |  | 1997 |  |   | 162,500 |  |   | 33,000 |  |                       |  |  
|Company and the Bank                                                                        |  |      |  |   |         |  |   |        |  |                        |  |  
|James J. Kovac                                                                              |  | 1999 |  | $ | 175,000 |  | $ | 35,000 |  |                       |  | $
|Senior Vice President and                                                                   |  | 1998 |  |   | 170,000 |  |   | 40,000 |  |                       |  |  
|Chief Financial Officer of                                                                  |  | 1997 |  |   | 143,500 |  |   | 35,000 |  |                       |  |  
|the Company and Executive
Vice President, Chief
Financial Officer and
Treasurer of the Bank |  |      |  |   |         |  |   |        |  |                        |  |  
|John J. Brittain                                                                            |  | 1999 |  | $ | 144,000 |  | $ | 30,000 |  |                        |  | $
|Chairman of the Board of                                                                    |  | 1998 |  |   | 141,000 |  |   | 25,000 |  |                       |  |  
|the Company and the Bank                                                                    |  | 1997 |  |   | 126,000 |  |   | 22,000 |  |                       |  |  
|Vincent C. Norton                                                                           |  | 1999 |  | $ | 106,000 |  | $ | 18,500 |  |                       |  | $
|Senior Vice President                                                                      |  | 1998 |  |   | 105,000 |  |   | 18,000 |  |                       |  |  
|Loan Originations of the Bank                                                               |  | 1997 |  |   | 96,000  |  |   | 16,000 |  |                       |  |  
|James R. Schneff                                                                            |  | 1999 |  | $ | 84,000  |  | $ | 25,000 |  |                       |  | $
|Senior Vice President                                                                      |  | 1998 |  |   | 80,000  |  |   | 24,000 |  |                       |  |  
|Chief Lending Officer                                                                       |  | 1997 |  |   | 73,500  |  |   | 17,500 |  |                       |  |  

---

11





## 

Compensation Arrangements

Employment Agreements.The Bank and the Company have entered into employment agreements with Messrs. O'Connor
and Kovac (individually, the "Executive") (collectively, the "Employment Agreements") which became effective as of April 3, 1998. The Employment Agreements are intended to ensure that the Bank
and the Company will be able to maintain a stable and competent management base. The continued success of the Bank and the Company depends to a significant degree on the skills and competence of
Messrs. O'Connor and Kovac.

The
Employment Agreements provide for three-year terms for each Executive. The term of the Employment Agreements are extended on a daily basis unless written notice of non-renewal is
given by the Board of Directors or the Executive. The Employment Agreements provide that the Executive's base salary will be reviewed annually. The current base salaries effective for such Employment
Agreements for Messrs. O'Connor and Kovac are $183,000 and $152,000, respectively. In addition to base salary, the Employment Agreements provide for, among other things, participation in
stock-based compensation programs and other fringe benefits available to executive personnel. The Employment Agreements provide for termination by the Bank or the Company for cause, as described in
the Employment Agreements, at any time. In the event the Bank or the Company chooses to terminate the Executive's employment for reasons other than for cause, or in the event of the Executive's
resignation from the Bank and the Company upon: (i) failure to re-elect the Executive to his current offices; (ii) a material change in the Executive's functions, duties or
responsibilities; (iii) a relocation of the Executive's principal place of employment by more than 25 miles; (iv) a reduction in the benefits and perquisites being provided to the
Executive in the Employment Agreement; (v) liquidation or dissolution of the Bank or the Company; or (vi) a breach of the Employment Agreement by the Bank or the Company, the Executive
or, in the event of death, the Executive's beneficiary, would be entitled to receive an amount generally equal to the remaining base salary and bonus payments that would have been paid to the
Executive during the remaining term of the Employment Agreement. In addition, the Executive would receive a payment attributable to the contributions that would have been made on the Executive's
behalf to any employee benefit plans of the Bank or the Company during the remaining term of the Employment Agreements, together with the value of any stock-based incentives awarded to the Executive.
The Bank and the Company would also continue and pay for the Executive's life, health, dental and disability coverage for the remaining term of the Employment Agreement. Upon any termination of the
Executive, the Executive is subject to a one year non-competition agreement.

Under
the Company Employment Agreements, if involuntary termination or voluntary termination subsequent to a constructive involuntary termination follows a change in control of the
Bank or the Company, the Executive or, in the event of the Executive's death, the Executive's beneficiary, would be entitled to a severance payment equal to the greater of: (i) Base Salary and
bonuses that would have been paid to the Executive for the remaining terms of the agreement, plus the value of any stock-based incentives awarded to the Executive; or (ii) three times
Executive's annual compensation for the most recently completed year. Under the Bank Employment Agreements, if involuntary termination or voluntary termination subsequent to a constructive involuntary
termination follows a change in control of the Bank or the Company, the Executive or, in the event of the Executive's death, the Executive's beneficiary, would be entitled to a severance payment equal
to the greater of: (i) the payments due for the remaining terms of the agreement, including the value of any stock-based incentives awarded to the Executive; or (ii) three times the
average of the five preceding taxable years' annual compensation. Under the Agreements, "annual compensation" includes all taxable income paid by the employer, including but not limited to, base
salary, commissions and bonuses, as well as contributions on the
Executive's behalf to any benefit plan. The Bank and the Company would also continue the Executive's life, health, and disability coverage for thirty-six months. Notwithstanding that both the Bank and
Company Employment Agreements provide for a severance payment in the event of a change in control, the Executive would only be entitled to receive a severance payment under one agreement.

12



Payments
to the Executive under the Bank's Employment Agreement will be guaranteed by the Company in the event that payments or benefits are not paid by the Bank. Payment under the
Company's Employment Agreement would be made by the Company. All reasonable costs and legal fees paid or incurred by the Executive pursuant to any dispute or question of interpretation relating to the
Employment Agreements shall be paid by the Bank or Company, respectively, if the Executive is successful on the merits pursuant to a legal judgment, arbitration or settlement. The Employment
Agreements also provide that the Bank and Company shall indemnify the Executive to the fullest extent allowable under Illinois and Delaware law, respectively. In the event of a change in control of
the Bank or the Company, based solely on three times 1999 base salary and bonus as reported in the Summary Compensation Table, and excluding any additional amounts that may be included in "annual
compensation" as defined in the Agreements, Messrs. O'Connor and Kovac would receive approximately $639,000 and $531,000, respectively in severance payments, in addition to other cash and
noncash benefits available under the Agreements.

Change in Control Agreements.The Bank has entered into three-year Change in Control Agreements with
Messrs. Brittain, Flanagan and Schneff and three other officers of the Bank, none of whom are covered by employment contracts. The Company has entered into three-year Change in Control
Agreements with Messrs. Brittain and Flanagan. The Change in Control Agreements shall be extended on a daily basis unless written notice of non-renewal is given by the Board of Directors. The
Change in Control Agreements provide that in the event that involuntary termination or voluntary termination subsequent to a constructive involuntary termination follows a change in control of the
Company or the Bank, the officer would be entitled to receive a severance payment equal to three times the officer's average annual compensation for the five most recent taxable years. The Bank and
the Company Change in Control Agreements also provide that the Executive's life, medical and disability insurance shall be continued for thirty-six months following termination. In the event of a
change in control of the Company or the Bank, based solely on three times 1999 base salary and bonus as reported in the Summary Compensation Table, and excluding any additional amounts that may be
included in "annual compensation" as defined in the Agreements, Messrs. Brittain, Flanagan, Schneff and the three other officers of the Bank would receive approximately, $423,000, $144,000,
$327,000 and $871,500, respectively in severance payments, in addition to other cash and noncash benefits available under the Agreements.

Incentive Plan.The Company maintains the Incentive Plan, which provides discretionary awards of options to purchase
Common Stock, option-related awards and awards of Common Stock (collectively, "Awards") to officers, directors and key employees as determined by a committee of the Board of Directors. Awards of
Common Stock to officers, directors and key employees is provided under "Restricted Stock Awards" in the "Summary Compensation Table." No options were granted under the Incentive Plan to the Named
Executive Officers in fiscal 1999.

The
following table provides certain information with respect to the number of shares of Common Stock represented by outstanding options held by the Named Executive Officers as of
December 31, 1999. Also reported are the values for "in-the-money" options which represent the positive spread between the exercise price of any such existing stock options and the year end
price of the Common Stock.

13



Fiscal Year-End Option/SAR Value

|                    |  |        |  |        |  | Value of Unexercised
In-the-Money Options at
Fiscal Year-End(1)
|------------------- |  | ------ |  | ------ |  | ---------------------------------------------------------------
|
|
|
|Barrett J. O'Connor |  | 20,000 |  | 80,000 |  | $                                                              
|James J. Kovac      |  | 16,000 |  | 64,000 |  |                                                                
|John J. Brittain    |  | 15,000 |  | 60,000 |  |                                                                
|Vincent C. Norton   |  | 6,000  |  | 24,000 |  |                                                                
|James R. Schneff    |  | 6,000  |  | 24,000 |  |                                                                

---

Management Supplemental Executive Retirement Plan.The Bank currently maintains a Management Supplemental Executive
Retirement Plan ("Management SERP") to provide certain officers and highly compensated employees, designated by the Board of Directors, with additional retirement benefits. The Management SERP benefit
is intended to make up benefits lost under the ESOP allocation procedures to participants who retire prior to the complete repayment of the ESOP loan. At the retirement of a participant, the benefits
under the SERP are determined by first: (i) projecting the number of shares that would have been allocated to the participant under the ESOP if they had been employed throughout the period of
the ESOP loan (measured from the participant's first date of ESOP participation); and (ii) reducing the number determined by (i) above by the number of shares actually allocated to the
Participant's account under the ESOP; and second, by multiplying the number of shares that represent the difference between such figures by the average fair market value of the Common Stock over the
preceding five years. Benefits under the Management SERP vest in 20% annual increments over a five-year period commencing as of the date of a Participant's participation in the Management SERP. The
vested portion of the Management SERP Participant's benefits are payable upon the retirement of the Participant upon or after the attainment of age 65.

Supplemental Executive Retirement Plan.The Bank maintains a Supplemental Executive Retirement Plan ("SERP") to provide
a select group of employees, designated by the Board of Directors, with additional retirement benefits. The benefits provided under the SERP will make up the benefits lost to SERP participants due to
the application of limitations imposed by the Code on compensation and maximum benefits applicable to the Bank's 401(k) Plan and ESOP. Benefits will be provided under the SERP at the same time and in
the same manner as the related benefits will be provided under the 401(k) Plan and ESOP.

Section 16(a) Beneficial Ownership Reporting Compliance.Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors, and persons who own more than 10% of any registered class of the Company's equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Executive officers, directors and greater than 10% stockholders are required by regulation to furnish the Company with copies of all Section 16(a) reports they
file.

Based
solely on its review of the copies of the reports it has received and written representations provided to the Company from the individuals required to file the reports, the
Company believes that during the fiscal year ended December 31, 1999, due to an administrative error, Mr. James A. Alpeter did not promptly report on a Form 5 the Company's granting to
him of an option to purchase shares of the Company's common stock.

14



Transactions With Certain Related Persons

The Bank offers directors, officers and full-time employees of the Bank who satisfy certain criteria and the general underwriting standards of the Bank,
adjustable-rate mortgage loans with interest rates which may be up to 1% below the rates offered to the Bank's other customers, the Employee Mortgage Rate ("EMR"). The EMR is limited to the purchase
or refinance of a director's, officer's or employee's owner-occupied primary residence. Loan application fees are waived for all EMR loans. The EMR normally ceases upon termination of employment. Upon
termination of the EMR, the interest rate reverts to the contract rate in effect at the time that the loan was originated. All other terms and conditions contained in the original mortgage and note
continue to remain in effect. With the exception of EMR loans, the Bank currently makes loans to its executive officers, directors and employees on the same terms and conditions offered to the general
public. Loans made by the Bank to its directors and executive officers are made in the ordinary course of business, on substantially the same terms (except for EMR loans), including collateral, as
those prevailing at the time for comparable transactions with other persons and do not involve more than the normal risk of collectibility or present other unfavorable features. Set forth below is
certain information with respect to various loans made by the Bank to executive officers or directors of the Bank or the Company and their affiliates which in the aggregate exceeded $60,000 at any
time since January 1, 1999, plus any additional indebtedness of such persons to the Bank.

|Name                 |  | Position                   |  | Date of Loan |  | Maturity Date of Loan |  | Largest Amount Outstanding Since January 1, 1999 |         | Balance as of February 29, 2000 |   | Interest Rate as of February 29, 2000 |  | Type of Loan
|-------------------- |  | -------------------------- |  | ------------ |  | --------------------- |  | ------------------------------------------------ | ------- | ------------------------------- | - | ------------------------------------- |  | ------------
|Alpeter, James       |  | Director                   |  | 04/30/99     |  | 05/01/29              |  | $                                                | 288,400 |                                 | $ | 285,629                               |  | 5.75        
|Anderson, Thomas     |  | Director                   |  | 02/20/98     |  | 03/01/13              |  |                                                  | 205,424 |                                 |   |                                      |  | 5.65        
|Brittain, John       |  | Chairman                   |  | 02/03/98     |  | 03/01/03              |  |                                                  | 96,709  |                                 |   | 68,434                                |  | 5.75        
|Brittain, John       |  | Chairman                   |  | 01/13/98     |  | 01/13/08              |  |                                                  | 34,400  |                                 |   | 34,400                                |  | 8.50        
|Brittain and Ketcham |  | Affiliate                  |  | 06/15/98     |  | 06/15/99              |  |                                                  | 30,000  |                                 |   |                                      |  | 8.75        
|Brittain Oil Express |  | Affiliate                  |  | 01/05/98     |  | 01/05/99              |  |                                                  | 47,200  |                                 |   | 44,273                                |  | 8.75        
|Flanagan, Leo        |  | Vice Chairman              |  | 03/09/98     |  | 04/01/13              |  |                                                  | 153,574 |                                 |   | 141,085                               |  | 5.75        
|Flanagan, Leo        |  | Vice Chairman              |  | 06/17/94     |  | 06/17/99              |  |                                                  | 38,809  |                                 |   | 38,065                                |  | 8.50        
|Gosse, Jerry         |  | Compliance Off.            |  | 03/20/97     |  | 03/01/27              |  |                                                  | 136,990 |                                 |   | 134,658                               |  | 5.75        
|Gosse, Jerry         |  | Compliance Off.            |  | 04/04/97     |  | 04/01/02              |  |                                                  | 26,367  |                                 |   | 25,453                                |  | 8.50        
|Helm, Ralph          |  | Director                   |  | 10/09/98     |  | 10/01/99              |  |                                                  | 300,588 |                                 |   |                                      |  | 7.50        
|Helm, Ralph          |  | Director                   |  | 12/16/93     |  | 12/01/23              |  |                                                  | 94,940  |                                 |   | 92,830                                |  | 7.27        
|Helm, Ralph          |  | Director                   |  | 02/16/98     |  | 04/01/18              |  |                                                  | 219,792 |                                 |   | 213,480                               |  | 7.75        
|Helm, Ralph          |  | Director                   |  | 08/21/99     |  | 09/01/29              |  |                                                  | 420,000 |                                 |   | 415,101                               |  | 6.25        
|Helm, Ralph          |  | Director                   |  | 02/27/98     |  | 06/01/13              |  |                                                  | 200,250 |                                 |   | 182,047                               |  | 6.50        
|Kovac, James         |  | Exec. V.P./Director        |  | 01/28/99     |  | 02/01/14              |  |                                                  | 55,000  |                                 |   | 45,718                                |  | 5.36        
|Kovac, James         |  | Exec. V.P./Director        |  | 02/19/99     |  | 02/19/19              |  |                                                  | 20,117  |                                 |   | 16,211                                |  | 8.50        
|Norton, Vincent      |  | Senior Vice Pres./Director |  | 02/02/98     |  | 03/01/13              |  |                                                  | 109,623 |                                 |   | 103,364                               |  | 5.50        
|O'Connor, Barrett    |  | C.E.O./Director            |  | 02/20/98     |  | 03/01/13              |  |                                                  | 144,000 |                                 |   | 143,377                               |  | 5.50        
|Schneff, James       |  | Senior Vice President      |  | 03/23/98     |  | 04/01/18              |  |                                                  | 140,000 |                                 |   | 135,899                               |  | 8.50        
|Schneff, James       |  | Senior Vice President      |  | 02/16/95     |  | 02/16/00              |  |                                                  | 24,538  |                                 |   | 24,449                                |  | 7.25        
|Schneff, James       |  | Senior Vice President      |  | 03/07/96     |  | 03/01/01              |  |                                                  | 9,939   |                                 |   | 4,989                                 |  | 9.00        
|Traeger, Peter       |  | Director                   |  | 09/30/96     |  | 09/01/26              |  |                                                  | 288,095 |                                 |   |                                      |  | 5.50        
|Traeger, Peter       |  | Director                   |  | 06/10/99     |  | 07/01/29              |  |                                                  | 432,000 |                                 |   | 425,777                               |  | 5.50        

---

John J. Brittain and Leo M. Flanagan, Jr. are partners in the law firm of Brittain & Ketcham, P.C. (the "firm"), which acts as counsel
to the Company and the Bank. During 1999, the Company and the Bank made payments to the firm for legal services totaling $27,655.

15



## 

PROPOSAL 2. APPROVAL OF THE EFC BANCORP, INC. 2000 STOCK OPTION PLAN

On February 15, 2000, the Board of Directors of the Company adopted, subject to stockholder approval, the EFC Bancorp, Inc. 2000 Stock Option
Plan. It is anticipated that, if approved by shareholders, the Stock Option Plan will supplement the Incentive Plan. To date, stock options covering 749,000 shares of common stock of 749,143 shares of
common stock available for stock options have been granted to officers, directors and employees of the Company and its affiliates. As such, the Incentive Plan only has a limited number of shares of
common stock remaining for future stock option grants.

Since
the Company's conversion to stock form, the Company's assets have grown significantly. In part, such growth has resulted from the significant increase in the Bank's loan
portfolio and deposit base consistent with management's growth strategy. This strategy included the addition of the Bank's sixth full-service facility in October 1999, and the Bank's
development of its commercial loan department. To the extent the Company continues to expand and continues to hire additional senior officers in the future, the Company may, on occasion, wish to offer
options as part of its compensation package. The Stock Option Plan will provide the Company with the flexibility to do so. The ability to grant stock options in the future to attract people of
experience and ability to serve the Company and its affiliates is also critical to sustain the Company's continued growth and success. The granting of stock options advances the interests of the
Company and its shareholders by providing employees and non-employee directors upon whose judgment, initiative and efforts the successful conduct of the business of the Company and its affiliates
largely depends, with additional incentive in the form of a proprietary interest in the Company to perform in a superior manner.

Furthermore,
the Company's Board of Directors believes that the granting of stock options can be very effective over time and can be an important component of the Company's overall
compensation strategy. In order to continue to be able to retain key employees, the Company must have the ability to offer market competitive long-term compensation opportunities. Stock options,
because of their upside potential, are a key component in retaining employees. For these reasons, the Company wishes to continue its stock option program. Therefore, the Company is presenting the EFC
Bancorp, Inc. 2000 Stock Option Plan for stockholder approval in the form attached hereto as Appendix A.

Summary of the Plan

Type of Stock Option Grants.The Stock Option Plan provides for the grant of incentive stock options ("ISOs"), within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended ("Code"), and Non-Statutory Stock Options ("NSOs").

Administration.The Stock Option Plan will be administered by a Committee appointed by the Company's Board of
Directors. Subject to the terms of the Stock Option Plan and resolutions of the Committee, the Committee interprets the Stock Option Plan and is authorized to make all determinations and decisions
thereunder. The Committee also determines the participants to whom stock options will be granted, the type and amount of stock options that will be granted and the terms and conditions applicable to
such grants.

Participants.All employees and outside directors of the Company and its subsidiaries, are eligible to participate in
the Stock Option Plan, as well as consultants and advisors to whom the Committee grants eligibility.

Number of Shares of Common Stock Available.The Company has reserved 254,256 shares of Common Stock for issuance under
the Plan in connection with the exercise of options. Shares of Common Stock reserved under the Stock Option Plan may be either authorized but unissued shares, or reacquired shares held by the Company
in its treasury. If authorized but unissued shares are used to satisfy stock option exercises, the number of shares outstanding would increase and would have a dilutive effect on the

16



holdings
of existing stockholders. Any shares subject to an option which expires or otherwise terminates unexercised will again be available for issuance under the Stock Option Plan.

Stock Option Grants.The exercise price of each ISO or NSO will not be less than the fair market value of the Common
Stock on the date the ISO or NSO is granted.

Under
generally accepted accounting principles, compensation expense will generally not be recognized with respect to the award of stock options to employees and directors of the
Company and its subsidiaries.

The
exercise price of an option may generally be paid in cash, Common Stock or other property, by the surrender of all or part of the option being exercised, by the immediate sale
through a broker of the number of shares being acquired sufficient to pay the purchase price, or by a combination of these methods, as and to the extent permitted by the Committee.

Under
the Plan, the Committee may permit participants to transfer NSOs to eligible transferees (as such eligibility is determined by the Committee). Each option may be exercised
during the holder's lifetime, only by the holder or the holder's guardian or legal representative, and after death only by the holder's beneficiary or, absent a beneficiary, by the estate or by a
person who acquired the right to exercise the option by will or the laws of descent and distribution. Options may become exercisable in full at the time of grant or at such other times and in such
installments as the Committee determines or as may be specified in the Stock Option Plan. Options may be exercised during periods before and after the participant terminates employment, as the case
may be, to the extent authorized by the Committee or specified in the Stock Option Plan. However, no option may be exercised after the tenth anniversary of the date the option was granted. The
Committee may, at any time and without additional consideration, accelerate the date on which an option becomes exercisable.

Effect of a Change in Control.In the event of a change in control (as defined in the Stock Option Plan) of the Company
or the Bank, each outstanding stock option grant will immediately become fully vested and exercisable for the remaining term of the option.

Term of the Plan.The Stock Option Plan will be effective on April 25, 2000, but only if the Stock Option Plan
is approved by the shareholders of the Company on that date. The Stock Option Plan will expire, with respect to the ability to grant options, on the tenth anniversary of the effective date, unless
terminated sooner by the Board.

Amendment of the Plan.The Stock Option Plan allows the Board to amend the Plan without stockholder approval, unless
such approval is required to comply with a tax law or regulatory requirement.

Certain Federal Income Tax Consequences.The following brief description of the tax consequences of stock option grants
under the Stock Option Plan is based on federal income tax laws currently in effect and does not purport to be a complete description of such federal income tax consequences.

There
are no federal income tax consequences either to the optionee or to the Company upon the grant of an ISO or an NSO. On the exercise of an ISO during employment or within three
months thereafter, the optionee will not recognize any income and the Company will not be entitled to any deduction, although the excess of the fair market value of the shares on the date of exercise
over the option price is includable in the optionee's alternative minimum taxable income, which may give rise to alternative minimum tax liability for the optionee. Generally, if the optionee disposes
of shares acquired upon exercise of an ISO within two years of the date of grant or one year of the date of exercise, the optionee will recognize ordinary income, and the Company will be entitled to a
deduction, equal to the excess of the fair market value of the shares on the date of exercise over the option price (limited generally to the gain on the sale). The balance of any gain or loss will be
treated as a capital gain or loss to the optionee. If the shares are disposed of after the two-year and one-year periods mentioned above, the

17



Company
will not be entitled to any deduction, and the entire gain or loss for the optionee will be treated as a capital gain or loss.

On
exercise of an NSO, the excess of the date-of-exercise fair market value of the shares acquired over the option price will generally be taxable to the optionee as ordinary income
and deductible by the Company, provided the Company properly withholds taxes in respect of the exercise. The disposition of shares acquired upon the exercise of a NSO will generally result in a
capital gain or loss for the optionee, but will have no tax consequences for the Company.

New Plan Benefits

The Company anticipates that option grants will primarily be made to employees and non-employee directors on or after the effective date of the Stock Option
Plan, as the Committee deems appropriate. However, as of the date of this proxy statement, no specific determinations have been made regarding any future grants under the Plan at this time.

Unless marked to the contrary, the shares represented by the enclosed proxy card, if executed and returned, will be voted "FOR" the approval of the EFC
Bancorp, Inc. 2000 Stock Option Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE EFC BANCORP, INC. 2000 STOCK OPTION PLAN.

PROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

The Company's independent auditors for the year ended December 31, 1999 were KPMG LLP. The Company's Board of Directors has reappointed KPMG LLP to
continue as independent auditors for the Bank and the Company for the fiscal year ending December 31, 2000, subject to ratification of such appointment by the shareholders.

Representatives
of KPMG LLP will be present at the Annual Meeting. They will be given an opportunity to make a statement if they desire to do so and will be available to respond to
appropriate questions from shareholders present at the Annual Meeting.

Unless marked to the contrary, the shares represented by the enclosed proxy will be voted "FOR" ratification of the appointment of KPMG LLP as the independent
auditors of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.

ADDITIONAL INFORMATION

Shareholder Proposals

To be considered for inclusion in the Company's proxy statement and form of proxy relating to the 2001 Annual Meeting of Shareholders, a shareholder proposal
must be received by the Secretary of the Company at the address set forth on the Notice of Annual Meeting of Shareholders not later than November 22, 2000. Any such proposal will be subject to 17
C.F.R. §240.14a-8 of the Rules and Regulations under the Exchange Act.

Notice of Business to be Conducted at an Annual Meeting

The Bylaws of the Company set forth the procedures by which a shareholder may properly bring business before a meeting of shareholders. Pursuant to the Bylaws,
only business brought by or at the direction of the Board of Directors may be conducted at a Annual Meeting. The Bylaws of the Company

18



provide
an advance notice procedure for a shareholder to properly bring business before an Annual Meeting. The shareholder must give written advance notice to the Secretary of the Company not less
than 90 days before the date originally fixed for such meeting; provided, however, that in the event that less than 100 days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the tenth day following the date on which the Company's notice to shareholders of
the Annual Meeting date was mailed or such public disclosure was made. In order for the notice of a stockholder proposal for consideration at the Company's 2001 Annual Meeting of Stockholders to be
timely, the Company would have to receive such notice no later than January 26, 2001, assuming the 2001 annual meeting is held on April 25, 2001 and that the Company provides at least
100 days notice or public disclosure of the date of the meeting. The advance notice by shareholders must include the shareholder's name and address as they appear on the Company's record of
shareholders, a brief description of the proposed business, the reason for conducting such business at the Annual Meeting, the class and number of shares of the Company's capital stock that are
beneficially owned by such shareholder and any material interest of such shareholder in the proposed business. In the case of nominations to the Board of Directors, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require the Company to include in its proxy statement or the proxy relating to any 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.

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, 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.

Whether
or not you intend to be present at the Annual Meeting, you are urged to return your proxy card promptly. If you are then present at the Annual Meeting and wish to vote your
shares in person,
your original proxy may be revoked by voting at the Annual Meeting. However, if you are a shareholder whose shares are not registered in your own name, you will need appropriate documentation from
your recordholder to vote personally at the Annual Meeting.

A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, 1999, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS OF
RECORD UPON WRITTEN REQUEST TO JERRY L. GOSSE, EFC BANCORP, INC., 1695 LARKIN AVENUE, ELGIN, ILLINOIS 60123.



Elgin,
Illinois
March 21, 2000

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

19



## QuickLinks