ELECTION
FORM AND LETTER OF TRANSMITTAL





TO
ACCOMPANY CERTIFICATE(S) REPRESENTING


SHARES
OF COMMON STOCK OF





PARTNERS
FINANCIAL HOLDINGS, INC.





This
Election Form and Letter of Transmittal should be completed, signed and
returned, together with your Partners Financial Holdings, Inc. certificate(s)
to:


REGISTRAR
AND TRANSFER COMPANY, EXCHANGE AGENT





By
      Mail:
            By
      Overnight Delivery:[●]
            [●]





DO
NOT SEND THE ENCLOSED FORM OR STOCK CERTIFICATE(S) TO FIRST CLOVER LEAF
FINANCIAL CORP. OR PARTNERS FINANCIAL HOLDINGS, INC.


For
Information Call: [●]


Delivery
of this instrument to an address other than as set forth above


does not
constitute a valid delivery.





In
connection with the Agreement and Plan of Merger, dated as of April 30, 2008,
between First Clover Leaf Financial Corp., a Maryland corporation and federal
stock holding company (“First Clover Leaf”), and Partners Financial Holdings,
Inc., a Delaware corporation and bank holding company (“Partners”), you have
been asked to elect the form of merger consideration you wish to receive and to
send to the exchange agent for exchange, on the terms and conditions set forth
in the merger agreement and this election form and letter of transmittal,
certificate(s) representing shares of the outstanding common stock of Partners
as described below.





COMPLETING
AND RETURNING THIS ELECTION FORM AND LETTER OF TRANSMITTAL DOES NOT HAVE THE
EFFECT OF CASTING A VOTE WITH RESPECT TO THE APPROVAL OF THE MERGER AGREEMENT AT
THE SPECIAL MEETING OF THE STOCKHOLDERS OF PARTNERS, NOR DOES IT SATISFY ANY OF
THE REQUIREMENTS FOR THE ASSERTION OF YOUR APPRAISAL RIGHTS, AS DESCRIBED IN THE
PROXY STATEMENT/PROSPECTUS RELATED TO THE MERGER.  IN ORDER TO VOTE ON
THE MERGER AGREEMENT, YOU SHOULD ALSO COMPLETE, SIGN AND RETURN THE ACCOMPANYING
PROXY CARD TO PARTNERS IN THE ENCLOSED WHITE POSTAGE PAID BUSINESS REPLY
ENVELOPE, OR VOTE IN PERSON OR BY PROXY AT THE SPECIAL MEETING OF PARTNERS
SHAREHOLDERS.





PLEASE
READ AND FOLLOW CAREFULLY THE ACCOMPANYING INSTRUCTIONS FOR BOTH THE ELECTION
AND THE TRANSMITTAL OF YOUR CERTIFICATE(S).





PART
I.  ELECTION





IMPORTANT
INFORMATION WITH RESPECT TO THE ELECTION





If you
wish to make an election with respect to the form of consideration to be
received in exchange for any or all of your shares of Partners common stock in
connection with the merger of Partners with First Clover Leaf, you must (1)
complete the election form and sign in the space provided and (2) mail or
deliver the completed election form in the enclosed brown envelope to the
exchange agent at one of the addresses listed above.





Please
also use the enclosed brown envelope, addressed to the exchange agent, to
return:





·
            all
      of your Partners stock certificates
and;


·
            the
      letter of transmittal (pursuant to the instructions set forth in Part II
      of this document).





ALL
PARTNERS STOCK CERTIFICATES MUST BE SUBMITTED NO MATTER WHAT ELECTION YOU MAKE.
If any of your Partners stock certificates are held by a broker, bank or other
nominee, please review the instructions below on what to do with respect to
those shares. If the merger agreement is not approved, the exchange agent will
return your Partners stock certificates to you.





TO MAKE AN EFFECTIVE ELECTION, THIS
ELECTION FORM AND LETTER OF TRANSMITTAL MUST BE RECEIVED BY [●], THE EXCHANGE AGENT, NO LATER THAN
5:00 P.M., CENTRAL STANDARD TIME, ON[●], 200[●]([●]BUSINESS DAYS FOLLOWING PARTNERS’
SPECIAL MEETING OF SHAREHOLDERS). ANY SHARES OF PARTNERS COMMON STOCK FOR WHICH
YOU DO NOT MAKE AN ELECTION BY 5:00 P.M. ON[●], 200[●]WILL BE CONVERTED INTO THE RIGHT TO
RECEIVE CONSIDERATION IN SUCH FORM OF CASH AND/OR SHARES OF FIRST CLOVER LEAF
COMMON STOCK IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT AS DESCRIBED
IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.





Pursuant
to the merger agreement, in exchange for your shares of Partners common stock,
you may elect to receive cash in the amount of $56.00 per share, or a number of
shares of First Clover Leaf common stock determined by the exchange ratio (as
described in the merger agreement), or a combination of cash and shares of First
Clover Leaf common stock. Because the merger agreement limits the total merger
consideration to 50% stock and 50% cash, regardless of your election, you may
receive a combination of cash and shares of First Clover Leaf common stock that
is different than what you elected, depending on the elections made by other
Partners shareholders.





Your
options are as follows:





·           To
exchange all shares of Partners common stock for cash;


·           To
exchange all shares of Partners common stock for First Clover Leaf common stock;
or


·           To
exchange some shares of Partners common stock for cash and some shares of
Partners common stock for shares of First Clover Leaf stock.





You
should understand that this election is subject to the terms, conditions and
limitations set forth in the merger agreement and described in the accompanying
Proxy Statement/Prospectus.





CHECKS
FOR THE CASH CONSIDERATION AND THE FIRST CLOVER LEAF COMMON STOCK CERTIFICATES
WILL NOT BE SENT TO YOU UNTIL AFTER THE MERGER HAS BEEN COMPLETED AND THE
EXCHANGE AGENT HAS RECEIVED ALL ADDITIONAL DOCUMENTS IT MAY REQUIRE. NO INTEREST
WILL ACCRUE OR BE PAYABLE ON THE MERGER CONSIDERATION, INCLUDING ANY CASH
CONSIDERATION.





NOTE:
DIFFERENT ELECTIONS HAVE DIFFERENT TAX CONSEQUENCES. FOR INFORMATION ON THE U.S.
FEDERAL INCOME TAX CONSEQUENCES OF MAKING A GIVEN ELECTION, SEE “THE MERGER –
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES” IN THE ACCOMPANYING
PROXY STATEMENT/PROSPECTUS. HOLDERS OF PARTNERS COMMON STOCK


1


ARE URGED
TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF THE
MERGER TO SUCH HOLDERS, INCLUDING TAX REPORTING REQUIREMENTS AND TAX
CONSEQUENCES UNDER STATE, LOCAL AND FOREIGN LAW.





The
election procedures, including the aggregate First Clover Leaf common stock and
cash to be paid by First Clover Leaf in the merger, are set forth in the merger
agreement and summarized in the accompanying Proxy Statement/Prospectus under
“THE MERGER – Terms of the Merger,” “– Cash or Stock Election” and “– Election
Procedures; Surrender of Stock Certificates.” You should review those documents
for a complete and accurate description of the process for determining the
merger consideration you will receive. The merger agreement provides that 50% of
the outstanding shares of Partners common stock will be exchanged for cash
consideration and 50% of the outstanding shares of Partners common stock will be
exchanged for shares of First Clover Leaf common stock. In general, in the event
that more or less than 50% of the outstanding shares of Partners common stock
elect or otherwise are to receive First Clover Leaf common stock as
consideration, the amount of cash that you will have the right to receive upon
exchange of your shares of Partners common stock will be adjusted on a pro rata
basis so that, in the aggregate, 50% of the shares of Partners common stock will
be converted into the right to receive shares of First Clover Leaf common stock
and the remaining 50% of the shares of Partners common stock will be converted
into the right to receive cash.  Likewise, in the event that more or
less than 50% of the outstanding shares of Partners common stock elect or
otherwise are to receive cash as consideration, the amount of stock that you
will have the right to receive upon exchange of your shares of Partners common
stock will be adjusted on a pro rata basis so that, in the aggregate, 50% of the
shares of Partners common stock will be converted into the right to receive
shares of First Clover Leaf common stock and the remaining 50% of the shares of
Partners common stock will be converted into the right to receive
cash.





As a
result, you may receive a different combination of consideration than you
elected, based on the choices made by other Partners shareholders. Therefore, if
you make a cash election, there is no assurance that you will receive cash in
exchange for all of your designated shares of Partners common stock, and if you
make a stock election, there is no assurance that you will receive shares of
First Clover Leaf common stock in exchange for all of your designated shares of
Partners common stock.





The
exchange agent reserves the right to deem that you have not made an election
if:





·
            You
      fail to follow the instructions with respect to the election form or
      otherwise fail to properly make an election;
or


·
            A
      completed election form is not received by the exchange agent by the
      election deadline of 5:00 p.m., Central Standard Time, on [●], 200[●] (the
      later of the date of Partners special meeting of shareholders and 20
      business days following the mailing date of the Proxy
      Statement/Prospectus).


2


INSTRUCTIONS
FOR MAKING AN ELECTION








1.           Time in which to Make an
Election.  For an election to be validly made, the exchange
agent must receive the election form, properly completed and signed, at one of
the addresses set forth on the front of this election form and letter of
transmittal, prior to 5:00 p.m., Central Time, on [●], 200[●], [●]business days after the
Partners special shareholders meeting. Any shareholder whose election form is
not so received will be deemed not to have made an election and will receive
consideration in such form of cash and/or shares of First Clover Leaf common
stock in accordance with the terms of the merger agreement as described in the
accompanying Proxy Statement/Prospectus. None of Partners, First Clover Leaf or
the exchange agent have any obligation to notify you or anyone else if the
exchange agent has not received your election form and letter of transmittal or
your Partners stock certificate(s) or that the election form and letter of
transmittal you submitted has not been properly completed, and none of Partners,
First Clover Leaf or the exchange agent will incur any liability for any failure
to give such notification. Until any documents the exchange agent may require
are received by the exchange agent at one of the addresses set forth on the
front of this election form and letter of transmittal, the shareholder will not
receive a check representing cash consideration or any certificates of First
Clover Leaf common stock. The merger consideration will not be sent until the
merger is completed, and no interest shall accrue or be payable on such
amount.





2.           Change or Revocation of
Election.  A Partners shareholder who has made an election may,
at any time prior to the election deadline, change or revoke the shareholder’s
election by submitting to the exchange agent a revised election form, properly
completed and signed. After the election deadline, a holder of Partners common
stock may not change or revoke his or her election unless the merger agreement
is terminated.





3.           Forms of Election by
Nominees.  Any registered holder of Partners common stock who
is a nominee for more than one beneficial owner (provided that shares of
Partners common stock held in one account by joint owners will be deemed owned
by one beneficial owner) must submit a separate election form for each distinct
beneficial owner. Upon the request of First Clover Leaf, such registered holder
will be required to certify to the satisfaction of First Clover Leaf that he,
she or it holds those shares of Partners common stock subject to an election as
nominee for the beneficial owner covered by such election form and for no other
beneficial owner(s).





4.           Delivery of Election
Form.  The properly completed and signed copy of the election
form should be delivered to the exchange agent at one of the addresses set forth
above. The method of delivery of the election form is at the option and risk of
the shareholder. All questions as to the validity, form and eligibility of any
election form will be determined by First Clover Leaf, and its determination
shall be final and binding. First Clover Leaf has the absolute right to reject
any and all election forms which it determines are not in proper form or to
waive minor irregularities in any election form. All elections will be
considered in accordance with the terms and conditions of the merger agreement.
If there is any inconsistency or conflict between the election form and the
merger agreement, the merger agreement shall control in all cases.





5.           Signatures on Election
Form.  If the election form is signed by the registered holder
of certificate(s), the signature must correspond exactly with the name written
on the face of the certificate(s) without alteration, enlargement or any change
whatsoever. If the certificate(s) subject to the election form is owned of
record by two or more joint owners, all such owners must sign the election form.
If any shares are registered in different names on several certificate(s), it
will be necessary to complete, sign and submit as many separate election forms
as there are different registrations of certificates. If the election form is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or others acting in a fiduciary or representative
capacity, such person must so indicate when signing, must give his or her full
title in such capacity, and must provide evidence satisfactory to the exchange
agent of his or her authority to so act. The exchange agent will not deliver the
merger consideration until the registered holder complies with all of these
instructions.





6.           Stock Transfer
Taxes.  In the event that any transfer or other taxes become
payable by reason of the payment of the merger consideration in any name other
than that of the registered holder, such transferee or assignee must pay such
tax to the exchange agent or must establish to the satisfaction of the exchange
agent that such tax has been paid or is not applicable.


3


7.           Voting Rights and
Dividends.  Holders of Partners common stock will continue to
have the right to vote, and to receive all dividends paid on, all shares of
Partners common stock until the merger becomes effective.





8.           Lost or Destroyed
Certificates.  If any of your Partners stock certificates has
been lost, stolen or destroyed, circle the missing certificate number on the
certificates list in Item 2 of the election form (Description of Shares of
Partners Common Stock) and check the box in Item 3 (Lost or Destroyed
Certificates). Promptly return the certificate(s) that you do have along with
the election form in the enclosed brown envelope. You will receive replacement
instructions for lost, stolen or destroyed certificates after the Partners
shareholders special meeting, which will involve the execution of lost
certificate affidavits, the issuance of replacement certificates and, if
required by First Clover Leaf, provision of a lost instrument bond. If you
properly complete this documentation to the satisfaction of First Clover Leaf,
your election with respect to the lost, stolen or destroyed certificates will be
honored.





9.           Additional
Copies.  Additional copies of the election form may be obtained
from the exchange agent at the mailing address set forth on the front of the
election form and letter of transmittal or by calling [●].





10.           Inquiries.  All
questions regarding the election form should be directed to the exchange agent
at the mailing address set forth above or by telephone at [●].





11.           Non-Consummation of
Merger.  Consummation of the merger is subject to the approval
by the shareholders of Partners of the merger agreement and to the satisfaction
of certain other conditions, including regulatory approvals. If the merger
agreement is terminated for any reason, all elections will be void and of no
effect, and the exchange agent will return all Partners stock certificates to
their record owners.


4


ELECTION
FORM





1.           ELECTION.  Check
only one box below. Please note that, as described above, because the merger
agreement has limited the total amount of cash and common stock that First
Clover Leaf will pay in the merger, there is no guarantee that you will receive
cash for all of your shares of Partners common stock with respect to which you
make a cash election even if you make a proper cash
election.  Likewise, there is no guarantee that you will receive First
Clover Leaf common stock for all of your shares of Partners common stock for
which you make a stock election even if you make a proper stock
election.





o
            EXCHANGE
      ALL SHARES FOR CASH.  The undersigned elects to receive only
      cash in exchange for all of his or her shares of Partners common
      stock.








o
            EXCHANGE
      ALL SHARES FOR STOCK.  The undersigned elects to receive only
      shares of First Clover Leaf common stock in exchange for all of his or her
      shares of Partners common stock.








o
            EXCHANGE
      _______ SHARES FOR STOCK AND THE BALANCE FOR CASH.  The
      undersigned elects to receive a combination of shares of First Clover Leaf
      common stock and cash in exchange for his or her shares of Partners common
      stock. (Please write the
      number of shares that you would like to exchange for stock in the blank
      space above.)





2.           DESCRIPTION OF SHARES OF PARTNERS
COMMON STOCK.








Name(s)
      and Address(es) of Registered Holder(s)
            
            Certificate
            
            No.
      of Shares Represented(Print exactly as name appears
      on Certificate)
            
            Number
            
            by
      Certificate





3.           LOST OR DESTROYED
CERTIFICATES.  If certificates representing shares of Partners
common stock have been lost, stolen or destroyed, please check here c and circle the
missing certificate number(s) in Item 2 above. The exchange agent will send you
additional documents to complete.


5


4.           SIGN HERE:





Signature(s)
of Registered Holder(s)











(Must be signed by registered
holder(s) exactly as name(s) appear(s) on such holder’s Partners stock
certificate(s). If signed by a trustee, executor, administrator, guardian,
officer, attorney-in-fact or other person acting in a fiduciary or
representative capacity, the capacity of the person should be indicated. See
Instruction 5.) (Attach
additional pages if necessary.)





Date 
 _________________________, 200[●]





Name(s)





(Please
      print)





Address(es)











Telephone
Number(s)











Capacity
(Full
title)








6




PART
II.  TRANSMITTAL OF SHARES








INSTRUCTIONS
FOR EXCHANGING SHARES OF PARTNERS FINANCIAL


HOLDINGS,
INC. COMMON STOCK FOR SHARES OF FIRST CLOVER LEAF


FINANCIAL
CORP. COMMON STOCK AND/OR CASH








1.           General.  Please do
not send your stock certificate(s) directly to Partners or First Clover Leaf.
Partners common stock certificate(s), together with this election form and
letter of transmittal, properly signed and completed, or a facsimile copy
hereof, and any supporting documents (see Instruction 2), should be mailed in
the enclosed brown envelope, or otherwise delivered to the exchange agent at
either of the addresses listed on the front of this election form and letter of
transmittal. The method of transmitting the Partners common stock certificate(s)
is at your option and risk, but if delivery is by mail, then registered mail
with return receipt requested, properly insured, is suggested. All questions as
to whether stock certificates have been correctly submitted will be determined
by First Clover Leaf, and its determination shall be final and
binding.





2.           Signatures.  The
signature (or signatures, in the case of certificates for shares owned by two or
more joint holders) on the letter of transmittal below should correspond exactly
with the name(s) as written on the face of the Partners common stock
certificate(s) surrendered, unless the shares described on the letter of
transmittal below have been assigned by the registered holder or holders
thereof, in which event the letter of transmittal should be signed in exactly
the same form as the name(s) of the last transferee(s) indicated on the
transfers attached to or endorsed on the certificate(s). If the “Special
Issuance Instructions” box is completed, then the signature(s) on the letter of
transmittal must be guaranteed as specified in Instruction 3 below.





If the
letter of transmittal, or any endorsement or stock power required by Instruction
3, is signed by a trustee, executor, administrator, guardian, officer of a
corporation, attorney-in-fact or other person acting in a fiduciary or
representative capacity, the person signing must give his or her full title in
such capacity and enclose appropriate evidence of his or her authority to so
act. If additional documents are required by the exchange agent, you will be
advised by letter.





3.           Endorsement of Certificate(s);
Medallion Guarantee.  If the First Clover Leaf common stock
certificates and/or checks are to be issued in the same name as the registered
holder(s) of the surrendered Partners common stock certificate(s), such
certificate(s) need NOT be endorsed or accompanied by separate stock powers and
the signature(s) need NOT be guaranteed. If, however, any First Clover Leaf
common stock certificate and/or a check is to be issued in a name different from
that of the registered holder(s), then (i) the Partners common stock
certificate(s) must be duly endorsed or accompanied by appropriate stock powers,
in either case, signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificate(s), (ii) the signature of endorsement for transfer
on such certificate or separate stock powers must be guaranteed by a financial
institution that is a member of a Securities Transfer Association approved
medallion program such as STAMP, SEMP or MSP, (iii) the person surrendering such
certificate(s) must remit to the exchange agent the amount of any transfer or
other taxes payable by reason of the issuance or payment to a person other than
the registered holder(s) of the certificate(s) surrendered, or establish to the
satisfaction of the exchange agent that such tax has been paid or is not
applicable, and (iv) the “Special Issuance Instructions” box must be
completed.





4.           Lost or Destroyed Common Stock
Certificates.  If any of your Partners common stock
certificates have been lost, stolen or destroyed, please check the box on the
front of the letter of transmittal, fill in the blank to show the number of
shares represented by lost, stolen or destroyed certificates and return the
certificate(s) that you do have along with the election form and letter of
transmittal in the enclosed brown envelope. You will be instructed as to the
steps you must take in order to receive a certificate representing First Clover
Leaf common stock and/or a check in accordance with the merger agreement. Such
steps will involve the execution of lost certificate affidavits, the issuance of
replacement certificates and, if required by First Clover Leaf, provision of a
lost instrument bond.





5.           Additional
Copies.  Additional copies of the letter of transmittal may be
obtained from the exchange agent at the mailing address set forth above or by
telephone at [●].


1


6.           Inquiries.  All
questions regarding appropriate procedures for surrendering Partners common
stock certificate(s) should be directed to the exchange agent at the mailing
address set forth above or by telephone at [●].





7.           Special Issuance and Delivery
Instructions.  If new First Clover Leaf common stock
certificate(s) and/or a check are to be issued in the name of someone other than
the person(s) signing the letter of transmittal, indicate in the Special
Issuance Instructions the name and address of the person in whose name such
certificate(s) and/or check are to be issued. In such event, follow Instruction
3 above. Indicate in the Special Delivery Instructions the name and address to
which the new certificate and/or check are to be sent if they are to be sent (i)
to someone other than the person(s) signing the letter of transmittal or (ii) to
the person(s) signing the letter of transmittal at an address other than that
appearing on the label on the front of the letter of transmittal.





8.           Fractional
Shares.  Pursuant to the merger agreement, no certificate or
scrip representing fractional shares of First Clover Leaf common stock will be
issued upon the surrender of Partners common stock certificate(s). In lieu of
any such fractional share of First Clover Leaf common stock a Partners
shareholder would otherwise be entitled to receive upon surrender of Partners
common stock certificate(s), such shareholder shall be paid an amount in cash
(without interest) equal to the product of (i) $9.66 times (ii) the
fraction of a share of First Clover Leaf common stock to which the Partners
shareholder otherwise would be entitled.





9.           Dividends on Shares of First Clover
Leaf Common Stock.  It is important that the Partners common
stock certificate(s) be surrendered promptly because until so surrendered the holder
thereof will not receive any dividends or other distributions on shares of First
Clover Leaf common stock.Upon surrender, there shall be paid
to the person in whose name the shares of First Clover Leaf common stock are
issued (without interest) any dividends or other distributions having a record
date after the effective date of the merger and payable with respect to such
shares of First Clover Leaf common stock between the effective date of the
merger and the time of such surrender.





10.           Substitute Form
W-9.  Each non-exempt shareholder surrendering Partners common
stock certificate(s) for payment is required to provide the exchange agent with
a correct Taxpayer Identification Number on Substitute Form W-9, which is
provided below under “Important Tax Information,” and to indicate whether the
shareholder is subject to backup withholding by checking the appropriate box in
Part 2 of the form. Each shareholder must date and sign the Substitute W-9 in
the spaces indicated. Failure to provide the information on the form may subject
the shareholder to a 28% federal income tax withholding on any cash payment he
or she is otherwise entitled to receive pursuant to the merger agreement. The
box in Part 3 of the form may be checked if the shareholder has not been issued
a Taxpayer Identification Number and has applied for a number or intends to
apply for a number in the near future. If the box in Part 3 is checked and the
exchange agent is not provided with a Taxpayer Identification Number within 60
days, the exchange agent will withhold 28% of the cash payment that the
shareholder is otherwise entitled to receive until a Taxpayer Identification
Number is provided to the exchange agent.





11.           Non-Consummation of
Merger.  Consummation of the merger is subject to the approval
of the shareholders of Partners and to the satisfaction of certain other
conditions, including regulatory approvals. No payments of merger consideration
related to any surrender of the certificates(s) will be made prior to the
consummation of the merger, and no payments of the merger consideration will be
made to shareholders if the merger agreement is terminated. If the merger
agreement is not approved by the Partners shareholders or is terminated for any
other reason, the exchange agent will return all Partners stock certificates to
their record owners.


2


LETTER
OF TRANSMITTAL





Ladies
and Gentlemen:





In
connection with the Agreement and Plan of Merger, dated as of April 30, 2008,
between First Clover Leaf Financial Corp., a Maryland corporation, and Partners
Financial Holdings, Inc. a Delaware corporation, pursuant to which, subject to
the fulfillment of certain conditions, Partners will merge with and into First
Clover Leaf, with First Clover Leaf surviving, the undersigned hereby transmits
to you for exchange, on the terms and conditions of the merger agreement and
this letter of transmittal, certificate(s) representing shares of the
outstanding common stock of Partners as described below.





Please
mail to the undersigned, as instructed below, a new certificate representing the
number of whole shares of the common stock, $.10 par value per share, of First
Clover Leaf and/or the amount of cash (including cash in lieu of fractional
shares of First Clover Leaf common stock, if any) to which the undersigned is
entitled based on the enclosed election form, after any necessary adjustments to
the merger consideration pursuant to the terms of the merger
agreement.





The
undersigned hereby represents and warrants that (i) the undersigned is the
record owner of the shares of Partners common stock represented by the
certificate(s) hereby delivered, (ii) the undersigned has full right, power,
legal capacity and authority to sell, transfer and deliver such certificate(s),
free and clear of all liens, charges and encumbrances and not subject to any
adverse claims, and (iii) there is no limitation or restriction on the sale,
transfer and delivery of such certificate(s). The undersigned will, upon
request, execute any additional documents necessary or desirable to complete the
sale, transfer and cancellation of the shares of Partners common stock
represented by the certificate(s) hereby delivered.





Name(s)
      and Address(es) of Registered Owner(s)
              (Please
      correct any errors)
            Certificate(s)
      Surrendered
              (Attach
      additional signed schedule, as necessary)Certificate
      No(s).
            Number
      of Shares
              Represented
      by
              Certificate
      No(s).TOTAL
      SHARES:





o
            If
      any of the certificates representing Partners common stock which you own
      have been lost, stolen or destroyed, check this box and see Instruction 4.
      Please indicate here the number of shares of Partners common stock
      represented by the lost, stolen or destroyed
  certificates.





___________
(Number of Shares)


3


Certificates
must be endorsed and signatures guaranteed if the new certificates representing
shares of First Clover Leaf common stock are to be registered in the name of
anyone other than the registered holder or mailed to any person(s) other than
the person(s) signing this transmittal form.





SPECIAL
      ISSUANCEINSTRUCTIONS
              (See Instruction 3 and
      Instruction 7)
              
              Fill
      in ONLY if First Clover Leaf common stock and/or check(s)are to be issuedin a name other
      than the name appearing above.
            
            
            
            SPECIAL
      DELIVERYINSTRUCTIONS
              (See Instruction
      7)
              
              Fill
      in ONLY if First Clover Leaf common stock and/or check(s) are to bedeliveredto someone
      other than the undersigned or to the undersigned at an address other than
      that shown above.Name:
            
            
            
            
            Name:(Please Print: First, Middle
      & Last Name)
            
            
            
            
            (Please Print: First, Middle
      & Last Name)Address:
            
            
            
            
            Address:(Number and
      Street)
            
            
            
            
            (Number and
      Street)


(City,
      State)
            (Zip
    Code)
            
            
            
            (City,
      State)
            (Zip
    Code)(Tax Identification or Social
      Security Number)





First
Clover Leaf hereby reserves the absolute right to reject any and all
certificates representing Partners common stock or letters of transmittal not in
proper form or to waive any irregularities or defects in the surrender of any
certificates representing Partners common stock delivered in connection
herewith, and First Clover Leaf’s interpretation of the terms and conditions of
the merger agreement and this letter of transmittal with respect to such
irregularities and defects shall be final and binding. All authority herein
conferred shall survive the death or incapacity of the undersigned, and all
obligations of the undersigned hereunder shall be binding on the heirs, personal
representatives, successors or assigns of the undersigned.





PLEASE
SIGN HERE





X
            Dated:
            , 200[●]


(Must be signed by registered
holder(s) exactly as name(s) appear(s) on certificate(s) or by person(s) to whom
the shares of Partners common stock surrendered have been assigned and
transferred as evidenced by endorsements or stock powers transmitted herewith,
with signatures guaranteed. If signing is by a trustee, executor, administrator,
guardian, officer of a corporation, attorney-in-fact or other person acting in a
fiduciary or representative capacity, please set forth full title and
enclose  proper evidence of authority to so act.) (See Instruction
2.)





Area Code and Telephone
Number





Tax Identification or
Social Security Number





Signature(s) Guaranteed by


(Only if required. See Instruction
3.)




If Required,
Title of Officer Signing this Guarantee


If Required, Name of
Guaranteeing Firm – Please Print


If Required, Address of
Guaranteeing Firm


4


IMPORTANT
TAX INFORMATION





Under
U.S. federal income tax law, a shareholder whose shares of Partners common stock
are surrendered with the letter of transmittal is required to provide the
exchange agent with the shareholder’s current Taxpayer Identification Number on
Substitute Form W-9. If such shareholder is an individual, the Taxpayer
Identification Number is his or her social security number. If the exchange
agent is not provided with the correct Taxpayer Identification Number, the
shareholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, any cash payment made to such shareholder, whether as
merger consideration, in lieu of fractional shares or for other distributions to
which the shareholder is entitled with respect to shares surrendered in
connection with the merger, may be subject to backup withholding at the rate of
28%.





Certain
shareholders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that shareholder must submit a statement, signed under penalties of
perjury, attesting to that individual’s exempt status. Such statements can be
obtained from the exchange agent. See the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 below for additional
instructions.





If backup
withholding applies, the exchange agent is required to withhold 28% of any cash
payment made to the shareholder with respect to shares of Partners common stock
surrendered in connection with the merger agreement. Backup withholding is not
an additional tax. Rather, the tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in any overpayment of taxes, a refund from the Internal Revenue Service
may be obtained.





Purpose
of Substitute Form W-9





To
prevent backup withholding on any cash payment made to a shareholder with
respect to shares of Partners common stock surrendered in connection with the
merger agreement, the shareholder is required to notify the exchange agent of
his or her correct Taxpayer Identification Number by completing the attached
Substitute Form W-9 and certifying that the Taxpayer Identification Number
provided on Substitute Form W-9 is correct (or that such shareholder is awaiting
a Taxpayer Identification Number). In addition, the shareholder must complete
Part 2 of the Substitute Form W-9, check the appropriate box, and date and sign
as indicated.





What
Number to Give the Exchange Agent





The
shareholder is required to give the exchange agent the social security number or
employer identification number of the record owner of the shares of Partners
common stock being surrendered for payment in connection with the merger
agreement. If the shares are in more than one name or are not in the name of the
actual owner, consult the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 below for additional guidance on
which number to report.





PAYER’S
NAME: FIRST CLOVER LEAF FINANCIAL CORP.




SUBSTITUTE
                Form
      W-9
              Part
      1 — PLEASE PROVIDE YOUR TIN IN THEBOX
      AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.Social
      Security NumberOREmployer
      Identification NumberPart
      2 — Check the box below. I am (we are) NOT subject to backup withholding
      under the Internal Revenue Code because (a) I am (we are) exempt from
      backup withholding, or (b) I (we) have not been notified that I am (we
      are) subject to backup withholding as a result of failure to report all
      interest or dividends, or (c) the Internal Revenue Service has notified me
      (us) that I am (we are) no longer subject to backup
      withholding.
                o
      Correct        o Not
      Correct


Payer’s
      Request for
              Taxpayer
      Identification
              Number
              (“TIN”)
            CERTIFICATION
      — UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON
      THIS FORM IS TRUE, CORRECT AND COMPLETE. I AM A U.S. PERSON.
            Part
      3 —
              o Awaiting
      TINSIGNATURE:DATE:
            
            200____


For
assistance in completing this form, call [●] at [●]and also see Instruction
10 and “Important Tax Information” above.


NOTE:
              FAILURE
      TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28%
      OF ANY CASH PAYMENT (IF ANY) MADE TO YOU WITH RESPECT TO SHARES OF
      PARTNERS COMMON STOCK SURRENDERED IN CONNECTION WITH THE MERGER. PLEASE
      REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
      DETAILS.


YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.


CERTIFICATE
      OF AWAITING TAXPAYER IDENTIFICATION NUMBERI
      certify under penalties of perjury that a taxpayer identification number
      has not been issued to me, and either (a) I have mailed or delivered an
      application to receive a taxpayer identification number to the appropriate
      Internal Revenue Service Center or Social Security Administration Office,
      or (b) I intend to mail or deliver an application in the near future. I
      understand that because I have not provided a taxpayer identification
      number, 28% of all reportable payments made to me thereafter will be
      withheld until I provide a number. If I provide a properly certified
      taxpayer identification number within 60 days, you will refund the tax if
      I so request.,
      200__Signature
            
            Date


GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION


NUMBER
ON SUBSTITUTE FORM W-9





Guidelines for Determining the Proper
Identification Number to Give the Payer.Social Security numbers have
nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification
numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The
table below will help determine the number to give the payer.




For
      this type of account:
                
                Give
      the
                  SOCIAL
      SECURITY
                  number
      of –
                
                For
      this type of account:
                
                Give
      the EMPLOYER
                  IDENTIFICATION
                  number
      of –1.
                An
      individual’s account
                
                The
      individual
                
                7.
                Corporate
      or limited liability company electing corporate status on Form
      8832
                
                The
      corporation2.
                Two
      or more individuals (joint account)
                
                The
      actual owner of the account or, if combined funds, any one of the
      individuals
                
                8.
                Religious,
      charitable or educational organization account
                
                The
      organization3.
                Custodian
      account of a minor
                  (Uniform
      Gift to Minors Act)
                
                The
      minor
                
                9.
                Partnership
      or multi-member limited liability company
                
                The
      partnership





4.
            a.
              
              
              b.
            The
      usual revocable savings trust account (grantor is also
      trustee)
              
              So-called
      trust account that is not a legal or valid trust under State
      law
            
            The
      grantor trustee
              
              
              The
      actual owner
            
            10.
            Association,
      club or other tax-exempt organization
            
            The
      organization5.
            Sole
      proprietorship or single-owner limited liability company
      account
            
            The
      owner
            
            11.
            A
      broker or registered nominee
            
            The
      broker or nominee6.
            A
      valid trust, estate or pension trust
            
            Legal
      entity
            
            12.
            Account
      with the Department of Agriculture in the name of a public entity (such as
      a State or local government, school district or prison) that receive
      agricultural program payments
            
            The
      public entity








GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION


NUMBER
ON SUBSTITUTE FORM W-9





Obtaining
a Number


If you
don’t have a taxpayer identification number or you don’t know your number,
obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4,
Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.





Payees
Exempt from Backup Withholding


Payees
specifically exempted from backup withholding on ALL payments include the
following:


§
            An
      organization exempt from tax under section 501(a) or an individual
      retirement plan.


§
            The
      United States or any agency or instrumentality
  thereof.


§
            A
      State, the district of Columbia, a possession of the United States, or any
      subdivision or instrumentality
thereof.


§
            A
      foreign government, a political subdivision of a foreign government, or
      any agency or instrumentality
thereof.


§
            An
      international organization or any agency, or instrumentality
      thereof.


Other
Payees MAY be exempt from backup withholding:


§
            A
      corporation.


§
            A
      financial institution.


§
            A
      registered dealer in securities or commodities registered in the U.S. or a
      Possession of the U.S.


§
            A
      real estate investment trust.


§
            A
      common trust fund operated by a bank under section
  584(a).


§
            An
      exempt charitable remainder trust, or a non-exempt trust described in
      section 4947(a)(1).


§
            An
      entity registered at all times under the Investment Company Act of
      1940.


§
            A
      foreign central bank of issue.


§
            Certain
      payments other than interest, dividends, and patronage dividends, that are
      not subject to information reporting are also not subject to backup
      withholding.  For details, see the regulations under sections
      6041, 6041A(a), 6049 and 6050N.


Exempt
payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding.





Privacy Act Notice. Section
6109 requires most recipients of dividend, interest or other payments to give
taxpayer identification numbers to payers who must report the payments to the
IRS. The IRS uses the numbers for identification purposes. Payers must be given
the numbers whether or not recipients are required to file tax returns. Payers
must generally withhold 28% of taxable interest, dividend and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.





Penalties





(1) Penalty for Failure to Furnish
Taxpayer Identification Number.If you fail to furnish your taxpayer
identification number to a payer, you are subject to a penalty of $50 for each
such failure unless your failure is due to reasonable cause and not to willful
neglect.





(2) Civil Penalty for False
Information With Respect to Withholding. If you make a false statement
with no reasonable basis which results in no imposition of backup withholding,
you are subject to a penalty of $500.





(3) Criminal Penalty for Falsifying
Information. Falsifying certifications or affirmations may subject you to
criminal penalties including fines and/or imprisonment.





FOR
ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE