##### 



EXHIBIT-2.1
 AGREEMENT AND PLAN OF MERGER
 BY AND BETWEEN
 S&C BANCO, INC.
 AND
 ANCHOR BANCORP WISCONSIN, INC.
 July 11, 2007




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TABLE OF CONTENTS
 PageARTICLE I       THE MERGER
    
    
    1Section 1.1
    
    The Mergers
    
    
    2Section 1.2
    
    Effective Time
    
    
    2Section 1.3
    
    Effect of the Merger
    
    
    2Section 1.4
    
    Articles of Incorporation; By-Laws
    
    
    2Section 1.5
    
    Board of Directors of the Surviving Corporation
    
    
    2Section 1.6
    
    Cancellation of Securities
    
    
    2Section 1.7
    
    Intentionally Omitted
    
    
    3Section 1.8
    
    Exchange of Certificates
    
    
    3Section 1.9
    
    Dissenting Shares
    
    
    4Section 1.10
    
    Stock Transfer Books
    
    
    5Section 1.11
    
    The Bank Merger
    
    
    5ARTICLE II       REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    
    
    7Section 2.1
    
    Organization and Qualification; Subsidiaries
    
    
    7Section 2.2
    
    Articles of Incorporation and By-Laws
    
    
    8Section 2.3
    
    Capitalization
    
    
    8Section 2.4
    
    Authority
    
    
    8Section 2.5
    
    No Conflict; Required Filings and Consents
    
    
    9Section 2.6
    
    Compliance; Permits
    
    
    9Section 2.7
    
    Compliance with Environmental Laws
    
    
    10Section 2.8
    
    Contracts and Agreements
    
    
    11Section 2.9
    
    Agreements with Regulatory Agencies
    
    
    12Section 2.10
    
    Loan Loss Reserves
    
    
    13Section 2.11
    
    Banking Reports; Financial Statements
    
    
    13Section 2.12
    
    Absence of Certain Changes or Events
    
    
    14Section 2.13
    
    Absence of Litigation
    
    
    14Section 2.14
    
    Employee Benefit Plans
    
    
    15Section 2.15
    
    Taxes, Reports, Minutes
    
    
    16Section 2.16
    
    Company Properties
    
    
    17
 -i-




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(continued)
 PageSection 2.17
    
    Brokers
    
    
    18Section 2.18
    
    Vote Required
    
    
    18Section 2.19
    
    Absence of Undisclosed Liabilities
    
    
    18Section 2.20
    
    Shareholders of the Company
    
    
    18Section 2.21
    
    Regulatory Filings
    
    
    19Section 2.22
    
    Loans
    
    
    19Section 2.23
    
    Loan Portfolio; Reports
    
    
    19Section 2.24
    
    Mortgage-Backed and Investment Securities
    
    
    20Section 2.25
    
    Fiduciary Responsibilities
    
    
    20Section 2.26
    
    Other Information
    
    
    20Section 2.27
    
    Insider Interests
    
    
    20Section 2.28
    
    Takeover Restrictions
    
    
    21Section 2.29
    
    Insurance
    
    
    21ARTICLE III       REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND ANCHOR ACQUISITION SUBSIDIARY
    
    
    21Section 3.1
    
    Organization and Qualification; Corporate Power
    
    
    21Section 3.2
    
    Authorization
    
    
    22Section 3.3
    
    Capitalization
    
    
    22Section 3.4
    
    Financial Statements
    
    
    22Section 3.5
    
    No Violation
    
    
    23Section 3.6
    
    Consents and Approvals
    
    
    23Section 3.7
    
    Litigation
    
    
    23Section 3.8
    
    Compliance with Environmental Laws
    
    
    24Section 3.9
    
    Brokers Fees
    
    
    24Section 3.10
    
    SEC Filings
    
    
    24ARTICLE IV
 
      COVENANTS OF THE COMPANY
    
    
    25Section 4.1
    
    Shareholders Meeting
    
    
    25Section 4.2
    
    Conduct of Business, Certain Covenants
    
    
    25Section 4.3
    
    Information, Access Thereto
    
    
    27Section 4.4
    
    Confidentiality Agreement
    
    
    27
 -ii-




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(continued)
 PageSection 4.5
    
    Recommendation of Merger to Shareholders
    
    
    27Section 4.6
    
    Litigation Matters
    
    
    28Section 4.7
    
    No Solicitation
    
    
    28Section 4.8
    
    Best Efforts
    
    
    28Section 4.9
    
    Voting Agreements
    
    
    28Section 4.10
    
    Notice Regarding Breaches
    
    
    29ARTICLE V       COVENANTS OF THE ACQUIROR
    
    
    29Section 5.1
    
    Affirmative Covenants
    
    
    29Section 5.2
    
    Negative Covenants
    
    
    29Section 5.3
    
    Notice Regarding Breaches
    
    
    29Section 5.4
    
    Confidentiality Agreement
    
    
    30Section 5.5
    
    Directors and Officers Indemnification and Insurance
    
    
    30ARTICLE VI       ADDITIONAL COVENANTS AND AGREEMENTS
    
    
    31Section 6.1
    
    Regulatory Matters
    
    
    31Section 6.2
    
    Legal Conditions to Merger
    
    
    32Section 6.3
    
    Additional Agreements
    
    
    32Section 6.4
    
    Advice of Changes
    
    
    33Section 6.5
    
    Current Information, Board Meetings
    
    
    33Section 6.6
    
    Tax Returns
    
    
    33Section 6.7
    
    Compensation and Benefit Plans; Existing Agreements
    
    
    33Section 6.8
    
    Employment and Noncompetition Agreements
    
    
    34Section 6.9
    
    Employee Severance and Stay Bonuses
    
    
    34Section 6.10
    
    Leasehold Consents
    
    
    34ARTICLE VII       CONDITIONS OF MERGER
    
    
    34Section 7.1
    
    Regulatory Approvals
    
    
    35Section 7.2
    
    Orders, Decrees and Judgments
    
    
    35ARTICLE VIII       FURTHER CONDITIONS TO THE OBLIGATIONS OF THE COMPANY
    
    
    35Section 8.1
    
    Compliance by Acquiror and Anchor Acquisition Subsidiary
    
    
    35Section 8.2
    
    Opinion of Counsel
    
    
    35
 -iii-




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(continued)
 PageSection 8.3
    
    Officers Certificate
    
    
    36Section 8.4
    
    Litigation
    
    
    36Section 8.5
    
    Acquiror Changes
    
    
    36ARTICLE IX       FURTHER CONDITIONS TO THE OBLIGATIONS OF ACQUIROR
    
    
    36Section 9.1
    
    Compliance by the Company
    
    
    36Section 9.2
    
    Accuracy of Financial Statements
    
    
    36Section 9.3
    
    Net Worth
    
    
    36Section 9.4
    
    Sufficiency of Documents, Proceedings
    
    
    37Section 9.5
    
    Opinion of Counsel
    
    
    37Section 9.6
    
    Officers Certificate
    
    
    37Section 9.7
    
    Absence of Certain Changes or Events
    
    
    37Section 9.8
    
    Litigation
    
    
    38Section 9.9
    
    Bank Merger Agreement
    
    
    38Section 9.10
    
    Consents Under Agreements
    
    
    38Section 9.11
    
    Intentionally Omitted
    
    
    38Section 9.12
    
    Approval by Affirmative Vote of Shareholders; Exercise of Dissenters Rights
    
    
    38ARTICLE X       TERMINATION AND AMENDMENT
    
    
    38Section 10.1
    
    Termination
    
    
    38Section 10.2
    
    Effect of Termination
    
    
    40Section 10.3
    
    Expenses Upon Termination
    
    
    40ARTICLE XI       MODIFICATIONS, AMENDMENTS AND WAIVER
    
    
    40Section 11.1
    
    Modifications, Amendments and Waiver
    
    
    40ARTICLE XII       MISCELLANEOUS
    
    
    41Section 12.1
    
    Closing
    
    
    41Section 12.2
    
    Articles of Merger
    
    
    41Section 12.3
    
    Further Acts
    
    
    41Section 12.4
    
    Notices
    
    
    41Section 12.5
    
    Nonsurvival of Representations and Warranties
    
    
    42Section 12.6
    
    Entire Agreement
    
    
    42
 -iv-




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(continued)
 PageSection 12.7
    
    Governing Law
    
    
    43Section 12.8
    
    Binding Effect and Parties in Interest
    
    
    43Section 12.9
    
    Captions
    
    
    43Section 12.10
    
    Relief Due to Breach
    
    
    43Section 12.11
    
    Severability
    
    
    43Section 12.12
    
    Publicity
    
    
    44Section 12.13
    
    Counterparts
    
    
    44
 -v-




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AGREEMENT AND PLAN OF MERGER
 AGREEMENT AND PLAN OF MERGER Agreement Company Acquiror
 WHEREAS Anchor Acquisition Subsidiary Merger WBCL
 WHEREAS
 WHEREAS Company-Bank Acquiror-Bank Bank Merger
 WHEREAS
 NOW, THEREFORE
 ARTICLE I THE MERGER
 Section 1.1 The Mergers.
 Surviving Corporation
 Post-Acquisition Merger
 1




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Section 1.2 Effective Time Articles of
Merger DFI Effective Time
 Section 1.3 Effect of the Merger .
 Section 1.4 Articles of Incorporation; By-Laws .
 Section 1.5 Board of Directors of the Surviving Corporation
 Company Director
  Section 1.6 Cancellation of Securities .
 Company Common Stock
 2




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Shares
    Section 1.7 Intentionally Omitted .
 Section 1.8 Exchange of Certificates .
 Exchange Agent Exchange Agent Exchange Fund
 Exchange Procedures Certificate Certificates
 3




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Termination of Exchange Fund
 No Liability
 Withholding Rights
 Section 1.9 Dissenting Shares.
 Dissenting Shares
  4




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Section 1.10 Stock Transfer Books .
 Section 1.11 The Bank Merger.
 Surviving Bank Bank Merger Effective Date
 Surviving Bank
 (i)
    
    The Surviving Bank shall assume the banking business of
Company-Bank in the current locations of Company-Bank as branch offices of the
Surviving Bank.(ii)
    
    The principal office of the Surviving Bank shall be the
principal office of Acquiror-Bank.(iii)
    
    At and as of the Bank Merger Effective Date, the Charter and
By-Laws of Acquiror-Bank, as in effect immediately prior to the Bank Merger
Effective Date, shall be the Charter and By-Laws of the Surviving Bank until
thereafter amended as provided by law.(iv)
    
    On the Bank Merger Effective Date, the Surviving Bank shall
have capital surplus equal to that of Company-Bank and Acquiror-Bank combined
immediately prior to the Bank Merger and undivided profits, including capital
reserves, which, when combined with the capital and surplus, will be equal to
the capital structure of Company-Bank and Acquiror-Bank as of the date hereof,
adjusted, however, for normal earnings and expenses between the date hereof and
the Bank Merger Effective Date and adjusted
 5




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as of the Bank Merger Effective Date in accordance with generally accepted
accounting principles to reflect the Bank Merger.(v)
    
    As of the Bank Merger Effective Date, the Company Director and
the Board of Directors of Acquiror-Bank in effect immediately prior to the Bank
Merger shall serve as the Board of Directors of the Surviving Bank until such
time as their successors have been elected and have qualified.
 Corporate Existence; Assets and Liabilities of Surviving Bank
 (i)
    
    All rights, franchises and interests of Company-Bank in and to
every type of property (real, personal and mixed) and chooses in action shall
be transferred to and vested in the Surviving Bank by virtue of the Bank Merger
without any deed or other transfer, and the Surviving Bank, without any order
or other action on the part of any court or otherwise, shall hold and enjoy all
rights of property, franchises and interests, including appointments,
designations, nominations, and all other rights and interest as trustee,
executor, administrator, registrar of stocks and bonds, guardians of estates,
assignee, and receiver of estates of incompetents, and in every other fiduciary
capacity, in the same manner and to the same extent as such rights, franchises
and interests were held or enjoyed by Company-Bank immediately prior to the
Bank Merger.(ii)
    
    The Surviving Bank shall be liable for all of the liabilities
of Company-Bank and all deposits, debts, liabilities, obligations and contracts
of Company-Bank, matured or unmatured, whether insured, obsolete, contingent or
otherwise, and whether or not reflected or reserved against on balance sheets,
books of account, or records of Company-Bank shall be those of the Surviving
Bank and shall not be relieved or canceled by the Bank Merger and all rights of
creditors and obligees, and all liens on property of Company-Bank shall be
preserved and unimpaired. All assets of Company-Bank, as they exist at and as
of the Bank Merger Effective Date, shall pass to and vest in the Surviving
Bank, without any conveyance or other transfer; and the Surviving Bank shall be
responsible for all liabilities of Company-Bank of every kind and description
existing as of the Bank Merger Effective Date.(iii)
    
    At any time after the Bank Merger Effective Date, the officers
of the Surviving Bank may, in the name of Company-Bank, execute and deliver all
such deeds, assignments and other instruments and take or cause to be taken all
such further or other action as the Surviving Bank may deem necessary or
desirable in order to vest, perfect or confirm in the Surviving Bank title to
and possession of all of Company-Banks property, rights, privileges,
immunities, powers, purposes and otherwise to carry out the purposes hereof.
 6




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ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 Company Disclosure Schedule
 Section 2.1 Organization and Qualification; Subsidiaries.
 BHC Act Company
Subsidiary Company Subsidiaries Company Approvals FRB FDIC DFI
  Company Disclosure
Schedule
 7




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Section 2.2 Articles of Incorporation and By-Laws . Company Articles Company
By-Laws
 Section 2.3 Capitalization .
 Section 2.4 Authority .
 8




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Section 2.5 No Conflict; Required Filings and Consents
 Laws
 Securities Act Exchange
Act Blue Sky Laws
 Section 2.6 Compliance; Permits .
 9




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Section 2.7 Compliance with Environmental Laws .
 Environmental Laws
  10




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Hazardous Substance
   Section 2.8 Contracts and Agreements Company Existing Contracts
  11




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Section 2.9 Agreements with Regulatory Agencies . Regulatory
Agency Regulatory Agreement
 12




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Section 2.10 Loan Loss Reserves
 Section 2.11 Banking Reports; Financial Statements.
 Company Reports
 Company Financial Statements
  13




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Subsequent Company Financial
Statements
  Section 2.12 Absence of Certain Changes or Events .
 Section 2.13 Absence of Litigation
  14




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Section 2.14 Employee Benefit Plans.
 Plans of the Company ERISA Company Plans
 Absence of Certain Types of Plans COBRA
 Compliance with Applicable Laws
 15




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Qualification of Certain Plans
 Absence of Certain Liabilities and Events
 Plan Contributions
 Stock Options
 Employment Contracts
 Section 2.15 Taxes, Reports, Minutes.
  16




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IRS
   Section 2.16 Company Properties.
  17




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Section 2.17 Brokers .
 Section 2.18 Vote Required .
 Section 2.19 Absence of Undisclosed Liabilities
 Section 2.20 Shareholders of the Company
 18




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Section 2.21 Regulatory Filings
 Section 2.22 Loans
 Section 2.23 Loan Portfolio; Reports
 19




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Section 2.24 Mortgage-Backed and Investment Securities
 Section 2.25 Fiduciary Responsibilities
 Section 2.26 Other Information .
 Section 2.27 Insider Interests
 20




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Section 2.28 Takeover Restrictions
 Section 2.29 Insurance
  ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND
ANCHOR ACQUISITION SUBSIDIARY
 Acquiror Disclosure Schedule
 Section 3.1 Organization and Qualification; Corporate Power.
 Acquiror Subsidiary Acquiror Subsidiaries HOLA Company Approvals
 21




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OTS OCC
   Section 3.2 Authorization .
 Section 3.3 Capitalization . Acquiror Preferred Stock
 Section 3.4 Financial Statements.
  22




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SEC Subsequent Acquiror
Financial Statements
  Section 3.5 No Violation .
 Section 3.6 Consents and Approvals .
 Section 3.7 Litigation
 23




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Section 3.8 Compliance with Environmental Laws .
  Real Property
 Section 3.9 Brokers Fees
 Section 3.10 SEC Filings Acquiror SEC Filings
 24




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Section 3.11 Due Diligence.
 ARTICLE IV COVENANTS OF THE COMPANY
  Section 4.1 Shareholders Meeting
 Section 4.2 Conduct of Business, Certain Covenants
  (i)
    
    conduct its and their business and operate only in the usual
and ordinary course of business in accordance with Company and Company
Subsidiaries practices;(ii)
    
    maintain an allowance for loan losses deemed by management of
the Company Bank to be adequate based on the same practices and methods used by
Company-Bank prior to the date hereof, provided, that Company-Banks loan loss
reserve methodology may be adjusted to conform with any applicable bank
regulatory guidelines and requirements;(iii)
    
    remain in good standing with all applicable federal and state
regulatory authorities and preserve each of its and their existing banking
locations;(iv)
    
    use its and their commercially reasonable efforts (but without
any obligation to pay additional or increased compensation of any type) to
retain the services of its and their present officers and employees identified
by Acquiror, so that its and their goodwill and business relationships with
customers and others are not adversely affected;(v)
    
    maintain usual and customary insurance covering the performance
of its and their duties by its and their directors, officers, and employees and
maintaining in full force and effect all of the insurance policies reflected on
Schedule 2.29 hereto;(vi)
    
    take no action which to Companys knowledge would adversely
affect or delay the ability of the Company or Acquiror to obtain any necessary
 25




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approvals, consents or waivers of any governmental authority required for the
transactions contemplated hereby; and(vii)
    
    take no action which would cause the termination or
cancellation by the FDIC of insurance in respect of the Company-Banks
deposits.
  (i)
    
    issue, deliver or sell, or authorize or propose the issuance,
delivery or sale of, any shares of its or their capital stock, or issue or
grant any stock options, warrants, rights, calls or commitments of any
character calling for or permitting the issue or sale of its or their capital
stock (or securities convertible into or exchangeable, with or without
additional consideration, for shares of such capital stock) or any stock
appreciation rights;(ii)
    
    declare and/or pay any cash or non-cash dividend, or institute
any other form of dividend or distribution, with respect to the Companys
capital stock except that Company may pay a dividend of up to thirty percent
(30%) of its profits for the fiscal year ending December 31, 2007 (determined
on the same basis as profit has been determined for purposes of calculation of
dividends in prior years ) if the transaction fails to close by such date or as
prorated based on such profit through the last day of the month ending prior to
closing if the transaction closes during calendar year 2007, provided that no
such payment may result in a violation of Section 9.3 hereof;(iii)
    
    increase or reduce the number of shares of its or their
capital stock issued or outstanding by repurchase, split-up, reverse split,
reclassification, distribution of stock dividends, or change of par or stated
value;(iv)
    
    purchase, permit the conversion of, or otherwise acquire or
transfer (other than in its role as transfer agent for the Company Common
Stock) for any consideration any outstanding shares of its or their capital
stock or securities carrying the right to acquire, or convert into or exchange
for such stock, with or without additional consideration;(v)
    
    make or grant any general or individual wage, bonus or salary
increase or fringe benefit increase except in the usual and ordinary course of
business and in accordance with past pay practices;(vi)
    
    transfer or lease any of its or their assets or property except
in the ordinary course of business;(vii)
    
    transfer or grant any rights under any leases, licenses or
agreements, other than in the usual and ordinary course of business;
 26




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(viii)
    
    make any payment to any director, officer, employee or independent
contractor, in connection with or as a result of the transactions contemplated
by this Agreement, or otherwise, that is not deductible under either Sections
162(a)(1) or 404 of the Code or is not an ordinary business expense for travel,
meals or entertainment authorized by the Company in furtherance of the duties
of the director, officer or employee;
 Section 4.3 Information, Access Thereto
 Section 4.4 Confidentiality Agreement
 Section 4.5 Recommendation of Merger to Shareholders
 27




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Section 4.6 Litigation Matters
 Section 4.7 No Solicitation Acquisition Proposal
 Section 4.8 Best Efforts
 Section 4.9 Voting Agreements Voting
Agreements
 28




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Section 4.10 Notice Regarding Breaches
 ARTICLE V COVENANTS OF THE ACQUIROR
 Section 5.1 Affirmative Covenants .
    Section 5.2 Negative Covenants .
    Section 5.3 Notice Regarding Breaches
 29




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Section 5.4 Confidentiality Agreement
 Section 5.5 Directors and Officers Indemnification and Insurance.
 Indemnified Parties
 30




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D&O Coverage Maximum Premium
   ARTICLE VI ADDITIONAL COVENANTS AND AGREEMENTS
 Section 6.1 Regulatory Matters .
   31




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Section 6.2 Legal Conditions to Merger
 Section 6.3 Additional Agreements
 32




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Section 6.4 Advice of Changes
 Section 6.5 Current Information, Board Meetings
 Section 6.6 Tax Returns
 Section 6.7 Compensation and Benefit Plans; Existing Agreements
 33




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Section 6.8 Employment and Noncompetition Agreements
 Section 6.9 Employee Severance and Stay Bonuses
 Section 6.10 Leasehold Consents
 ARTICLE VII CONDITIONS OF MERGER
  34




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Section 7.1 Regulatory Approvals Requisite Regulatory Approvals
 Section 7.2 Orders, Decrees and Judgments
 ARTICLE VIII FURTHER CONDITIONS TO THE OBLIGATIONS OF THE  COMPANY
  Section 8.1 Compliance by Acquiror and Anchor Acquisition Subsidiary .
 Section 8.2 Opinion of Counsel
 35




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Section 8.3 Officers Certificate
 Section 8.4 Litigation
 Section 8.5 Acquiror Changes
 ARTICLE IX FURTHER CONDITIONS TO THE OBLIGATIONS OF ACQUIROR
  Section 9.1 Compliance by the Company .
 Section 9.2 Accuracy of Financial Statements
 Section 9.3 Net Worth.
 36




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Section 9.4 Sufficiency of Documents, Proceedings
 Section 9.5 Opinion of Counsel
 Section 9.6 Officers Certificate
 Section 9.7 Absence of Certain Changes or Events Effect
 37




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Section 9.8 Litigation
 Section 9.9 Bank Merger Agreement
 Section 9.10 Consents Under Agreements
 Section 9.11 Intentionally Omitted
 Section 9.12 Approval by Affirmative Vote of Shareholders; Exercise of Dissenters Rights
 ARTICLE X TERMINATION AND AMENDMENT
 Section 10.1 Termination
 38




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39




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Section 10.2 Effect of Termination .
 Section 10.3 Expenses Upon Termination.
    ARTICLE XI MODIFICATIONS, AMENDMENTS AND WAIVER
 Section 11.1 Modifications, Amendments and Waiver
 40




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ARTICLE XII MISCELLANEOUS
 Section 12.1 Closing . Closing
 Section 12.2 Articles of Merger .
 Section 12.3 Further Acts .
 Section 12.4 Notices .
 41




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##### 



Section 12.5 Nonsurvival of Representations and Warranties
 Section 12.6 Entire Agreement
 42




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##### 



Section 12.7 Governing Law
 Section 12.8 Binding Effect and Parties in Interest
 Section 12.9 Captions
 Section 12.10 Relief Due to Breach.
    Section 12.11 Severability
 43




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##### 



Section 12.12 Publicity
 Section 12.13 Counterparts
 Section 12.14 Attorney-Client Privilege.
 SIGNATURE PAGE FOLLOWS
 44




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##### 



ANCHOR BANCORP WISCONSIN, INC.Dated: ___, 2007
    
    By:Mark D. TimmermanExecutive Vice-PresidentAttest:S&C BANCO, INC.Dated: ___, 2007
    
    By:Charles S. BullockPresident & CEOAttest:
 45




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Company Disclosure Schedule
 Section 2.1(c)
    
    Listing of SubsidiariesSection 2.5
    
    ConsentsSection 2.7
    
    Environmental MattersSection 2.8
    
    Contracts and AgreementsSection 2.11(b)
    
    Financial Statements ExceptionSection 2.12
    
    Disclosure of Certain Changes or EventsSection 2.13
    
    Litigation DisclosureSection 2.14(a)
    
    Disclosure of Benefit PlansSection 2.14(b)
    
    Disclosure of Severance, Separation, Termination BenefitsSection 2.14(c)
    
    Disclosure of Any Non-Compliance of Company Plans with Applicable LawSection 2.14(d)
    
    Disclosure of Adverse Effect Upon Favorable Determination LetterSection 2.14(e)
    
    Disclosure of Prohibited TransactionsSection 2.14(h)
    
    Disclosure of Employment ContractsSection 2.15
    
    Disclosure of Tax IssuesSection 2.16
    
    Identification of Real Property Owned, Controlled, or LeasedSection 2.17
    
    Disclosure of Broker/Financial AdvisorSection 2.19
    
    Disclosure of Liabilities or Obligations Reflected on Company Financial Statements.Section 2.20
    
    List of Shareholders of CompanySection 2.22
    
    Claims or Offsets Relating to Loans.Section 2.23
    
    Listing of Loans in Excess of $250,000Section 2.24
    
    Listing of Mortgage-Backed and Related Securities Held for Sale or Investment.Section 2.27
    
    Disclosure of Insider InterestsSection 2.29
    
    Listing of Insurance Policies and Bonds
 46




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Acquiror Disclosure Schedule
 Section 3.5
    Disclosure of Possible Violations Arising from Execution of AgreementSection 3.6
    Disclosure of Any Additional Consents or Approvals RequiredSection 3.7
    Litigation DisclosureSection 3.8
    Disclosure of Environmental Issues
 47




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Schedule 3.5
 No Violation by Entry Into Agreement
  48




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##### 



Schedule 3.6
 Consents and Approvals
  49




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##### 



Schedule 3.7
 Litigation Challenging Transaction
  50




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##### 



Schedule 3.8
 Compliance With Environmental Laws
  51




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##### 



Exhibit 4.9
 Voting Agreements
 Charles S. BullockW.T. Doar, Jr.Kathleen Doar
    
    1617 W. 25th Street, Minneapolis, MN. 55405
    
    
    17,782Michael Doar
    
    2219 Clinton Place, Rockford, IL.  61103
    
    
    6,591Mary Gael Doar
    
    45 Halliwell Drive, Stamford, CT  06902
    
    
    7,871Robert L. Doar
    
    198 Tripp Road, Millerton, NY  12546
    
    
    6,591Thomas Doar III
    
    73 Indian Hill Road, Winnetka, IL.  60093
    
    
    17,672John Burke Doar
    
    9 Walbridge Road, West Hartford, CT  06119
    
    
    8,876Charles PedrettiPatrick J. Doar
    
    P. O. Box 69, New Richmond, WI.  54017
    
    
    17,597John Doar
    
    217 Broadway, Suite 707, New York, NY 10007
    
    
    24,303107,283
 52




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##### 



Exhibit 6.8
 Best Reasonable Efforts Towards Continued Employment or Non-Competition Agreements
 53




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##### 



Exhibit 6.9
 Retention and Severance Payment Plan
 54