As filed with the Securities and Exchange Commission on June 17, 2010

Registration No. 333-________

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

Standard Financial Corp. and
Standard Bank, PaSB 401(k) Plan Profit Sharing Plan
(Exact Name of Registrant as Specified in Its Charter)

Maryland (State or Other Jurisdiction of Incorporation or Organization)		6712 (Primary Standard Industrial Classification Code Number)		Being applied for (I.R.S. Employer Identification Number)

2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
(412) 856-0363
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)

Mr. Timothy K. Zimmerman
President and Chief Executive Officer
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
(412) 856-0363
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)]

CALCULATION OF REGISTRATION FEE

Title of each class of

Amount to be

Proposed maximum

Proposed maximum

Amount of

securities to be registered

registered

offering price per share

aggregate offering price

registration fee

Common Stock, $0.01 par value per share

3,967,500 shares

$10.00

$39,675,000 (1)

$2,829

Participation interests

interests (2)

(2)

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

PROSPECTUS

 

STANDARD FINANCIAL CORP.

(Proposed Holding Company for Standard Bank)

Up to 3,450,000 Shares of Common Stock

 

Standard Financial Corp., a Maryland corporation, is offering shares of common stock for sale in connection with the conversion of Standard Mutual Holding Company from the mutual to the stock form of organization. We expect that our common stock will be listed for trading on the Nasdaq Capital Market under the symbol “STND” upon conclusion of the stock offering. There is currently no public market for the shares of our common stock.

 

We are offering up to 3,450,000 shares of common stock for sale on a best efforts basis. We may sell up to 3,967,500 shares of common stock because of demand for the shares in excess of 3,450,000 shares or changes in market conditions that would increase our pro forma market value in excess of $34.5 million (3,450,000 shares multiplied by the $10.00 purchase price per share) without resoliciting subscribers. We must sell a minimum of 2,550,000 shares in order to complete the offering.

 

We are offering the shares of common stock in a “subscription offering” to eligible depositors of Standard Bank, PaSB (“Standard Bank” or the “Bank”). Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering.” We also may offer for sale shares of common stock not purchased in the subscription offering or community offering through a “syndicated community offering” managed by Stifel, Nicolaus & Company. In addition, Standard Financial Corp. intends to establish a charitable foundation in connection with the conversion and contribute to it $200,000 in cash and a number of shares of common stock with a value equal to 3.5% of the shares sold in the offering.

 

The minimum number of shares of common stock you may order is 25 shares. The maximum number of shares of common stock that can be ordered by any person in the offering is 20,000 shares, and no person, together with an associate or group of persons acting in concert, may purchase more than 30,000 shares in the offering. The offering is expected to expire at 2:00 p.m., Eastern Time, on [expiration date]. We may extend this expiration date without notice to you until [extension date]. The Pennsylvania Department of Banking and the Board of Governors of the Federal Reserve System may approve a later date which may not conclude beyond [final expiration date]. Once submitted, orders are irrevocable unless the offering is terminated or is extended beyond [extension date], or the number of shares of common stock to be sold is increased to more than 3,967,500 shares or decreased to fewer than 2,550,000 shares. If the offering is extended beyond [extension date], or the number of shares of common stock to be sold is increased to more than 3,967,500 shares or decreased to fewer than 2,550,000 shares, we will resolicit subscribers and all funds delivered to us to purchase shares of common stock will be returned promptly, with interest. You will have the opportunity to maintain, change or cancel your order. Funds received during the offering will be held in a segregated account at Standard Bank and will earn interest calculated at Standard Bank’s statement savings rate, which is currently     % per annum.

 

Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) will assist us in selling our shares of common stock on a best efforts basis. Stifel, Nicolaus & Company, Incorporated is not required to purchase any shares of the common stock that are being offered for sale.

 

This investment involves a degree of risk, including the possible loss of your investment.

Please read “Risk Factors” beginning on page 16.

 

OFFERING SUMMARY

Price: $10.00 per Share

 

 

 

 

[MAP SHOWING MARKET AREA APPEARS ON INSIDE FRONT COVER]

TABLE OF CONTENTS

		Page
SUMMARY			1
RISK FACTORS			16
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			27
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			29
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING			31
OUR POLICY REGARDING DIVIDENDS			33
MARKET FOR THE COMMON STOCK			33
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE			35
CAPITALIZATION			36
PRO FORMA DATA			38
COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION			44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			45
BUSINESS OF STANDARD FINANCIAL CORP.			79
BUSINESS OF STANDARD BANK			79
SUPERVISION AND REGULATION			88
TAXATION			95
MANAGEMENT OF STANDARD FINANCIAL CORP.			97
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS			107
THE CONVERSION			108
STANDARD CHARITABLE FOUNDATION			132
RESTRICTIONS ON ACQUISITION OF STANDARD FINANCIAL CORP.			136
DESCRIPTION OF CAPITAL STOCK			140
TRANSFER AGENT			141
EXPERTS			142
LEGAL MATTERS			142
WHERE YOU CAN FIND ADDITIONAL INFORMATION			142
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF STANDARD MUTUAL HOLDING COMPANY			F-1
EX-1.1
EX-2
EX-3.1
EX-3.2
EX-4
EX-5
EX-8.1
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-21
EX-23.2
EX-23.3
EX-99.1
EX-99.2
EX-99.3
EX-99.6
EX-99.7
EX-99.8

SUMMARY

     The following summary highlights material information in this prospectus. It may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including the Consolidated Financial Statements and the notes to the Consolidated Financial Statements.

     In this prospectus, the terms “we, “our,” and “us” refer to Standard Financial Corp. and Standard Bank unless the context indicates another meaning.

Standard Bank

     Standard Bank is a Pennsylvania chartered savings bank headquartered in Murrysville, Pennsylvania. Standard Bank was organized in 1913, and reorganized into the mutual holding company structure in 1998. Standard Bank is currently the wholly owned subsidiary of Standard Mutual Holding Company, a Pennsylvania mutual holding company. On a consolidated basis, as of March 31, 2010, Standard Mutual Holding Company had total assets of $403.2 million, total loans of $277.1 million, total deposits of $311.2 million and equity of $43.6 million. We provide financial services to individuals, families and businesses through our ten banking offices located in the Pennsylvania counties of Allegheny, Westmoreland and Bedford and Allegany County, Maryland.

     Standard Bank’s business consists primarily of accepting deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in commercial real estate loans, one- to four-family residential mortgage loans, home equity loans and lines of credit, commercial business loans and investment securities. To a much lesser extent, we also originate construction loans and consumer loans. Standard Bank offers a variety of deposit accounts, including savings accounts, certificates of deposit, money market accounts, commercial and regular checking accounts and individual retirement accounts.

     Standard Bank’s executive offices are located at 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146. Our telephone number at this address is (412) 856-0363. Our website address is www.standardbankpa.com. Information on our website is not incorporated into this prospectus and should not be considered part of this prospectus.

Standard Financial Corp.

     Standard Financial Corp. is a newly formed Maryland corporation that will own all of the outstanding shares of common stock of Standard Bank upon completion of the mutual-to-stock conversion and the offering. Other than matters of an organizational nature, Standard Financial Corp. has not engaged in any business to date.

     Our executive offices are located at 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146. Our telephone number at this address is (412) 856-0363.

Our Organizational Structure

     In 1998, Standard Bank reorganized into the mutual holding company form of organization by forming Standard Mutual Holding Company. Standard Mutual Holding Company owns 100% of the outstanding shares of common stock of Standard Bank. Standard Mutual Holding Company is a mutual holding company that has no stockholders and is controlled by the depositors of Standard Bank.

     Pursuant to the terms of Standard Mutual Holding Company’s plan of conversion, Standard Mutual Holding Company will convert from a mutual holding company to the stock holding company corporate structure. In addition, we intend to contribute cash and shares of common stock to a charitable foundation we will establish in connection with the conversion. Upon the completion of the conversion, Standard Mutual Holding Company will cease to exist, and Standard Bank will be a wholly owned subsidiary of Standard Financial Corp.

Market Area

     We conduct our operations from our ten branch offices (nine of which are full service) located in the Pennsylvania counties of Allegheny, Westmoreland and Bedford and Allegany County, Maryland. Standard Bank considers its primary market area to be eastern Allegheny, Westmoreland, northern Fayette and southern Bedford counties in Pennsylvania and Allegany County, Maryland.

     Our market area did not fully benefit from the national economic expansion. Therefore we are not suffering as much during the current economic recession. The national unemployment rate increased to over 10% and the real estate prices across the country have declined substantially in many markets. Recently, there have been some signs that the economic decline may be near the bottom and even starting to improve. However, we are not insulated from the impact of the economic downturn. While still dramatically higher than a couple of years ago, parts of our market area’s unemployment rates have fared slightly better than Pennsylvania and nationally. The eastern portion of our market area has not fared quite as well with unemployment rates somewhat higher than the respective unemployment rates of Pennsylvania and Maryland.

     Real estate values have remained under pressure throughout our market area. However, in comparison to many areas throughout the country, real estate values in our market have been reasonably steady. Much of the country experienced more extreme increases in real estate values during the past decade than our market area. While real estate values in our market increased as well, they did so at a much more reasonable rate. That combined with a slightly better employment situation within our market area has meant real estate values within our market area have suffered much less over the past year than much of the nation.

     Our market area has a broad range of private employers, and has changed its focus from heavy industry to more specialized industries and service providers, including technology, health care, education and finance. Allegheny County, Pennsylvania is the headquarters for seven Fortune 500 companies, including H.J. Heinz, USX Corporation and Alcoa Inc. Westmoreland County is east of Allegheny County and is part of the Pittsburgh metropolitan area. Allegany County, Maryland is part of the Cumberland, Maryland-West Virginia metropolitan area, equidistant from Pittsburgh and Baltimore, with an economy including information technology, biotechnology, medical services and manufacturing.

     Median household income levels as a percentage change in Standard Mutual Holding Company’s market area have been mixed. Allegheny County, Pennsylvania and Allegany County, Maryland have trailed the median household growth rate of their respective states and the nation during that period over the last several years, while Westmoreland and Fayette Counties have outpaced it. However in dollar terms, the median household income in each of the counties within our market area is substantially less than their respective states and nationally.

Business Strategy

     Our business strategy is to grow and improve our profitability by:

	•		Remaining a community-oriented financial institution while continuing to increase our customer base of small and medium-size businesses in our market area;
	•		Increasing commercial real estate lending while maintaining our conservative loan underwriting;
	•		Emphasizing lower cost core deposits by attracting new customers and enhancing existing customer relationships;
	•		Expanding our branch network, primarily through branch purchases and de novo branching; and
	•		To provide additional financial resources to pursue future expansion and acquisition opportunities, although we have no current arrangements or agreements with respect to any such acquisitions.

     A full description of our products and services begins on page 79 of this prospectus under the heading “Business of Standard Bank.”

     These strategies are intended to guide our investment of the net proceeds of the offering. We intend to continue to pursue our business strategy after the conversion and the offering, subject to changes necessitated by future market conditions and other factors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Strategy” for a further discussion of our business strategy.

Reasons for the Conversion

     Our primary reasons for converting and raising additional capital through the offering are:

	•		to support our internal growth through lending in communities we serve or may serve in the future;
	•		to provide additional financial resources to pursue future expansion and acquisition opportunities, although we have no current arrangements or agreements with respect to any such acquisitions;
	•		to improve our capital position during a period of significant economic uncertainty;
	•		to provide better capital management tools, including the ability to pay dividends and to repurchase shares of our common stock, subject to market conditions;
	•		to form a charitable foundation to benefit the communities we serve; and
	•		to retain and attract qualified personnel by establishing stock-based benefit plans.

     We believe that the additional capital raised in the offering may enable us to take advantage of business opportunities that may not otherwise be available to us. As of March 31, 2010, Standard Bank was considered “well capitalized” for regulatory purposes and is not subject to a directive or a recommendation from the Pennsylvania Department of Banking, Federal Deposit Insurance Corporation or the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) to raise capital.

     For further information about our reasons for the conversion and stock offering, please see “The Conversion—Reasons for the Conversion.”

Terms of the Conversion and the Offering

     Under Standard Mutual Holding Company’s plan of conversion, our organization will convert to a fully public stock holding company structure. In connection with the conversion, we are offering between 2,550,000 and 3,450,000 shares of common stock to eligible depositors of Standard Bank, to our employee benefit plans and, to the extent shares remain available, to the general public. The number of shares of common stock to be sold may be increased to up to 3,967,500 as a result of demand for the shares or changes in the market for financial institution stocks. Unless the number of shares of common stock to be offered is increased to more than 3,967,500 or decreased to less than 2,550,000, or the offering is extended beyond [extension date], subscribers will not have the opportunity to change or cancel their stock orders.

     The purchase price of each share of common stock to be issued in the offering is $10.00. All investors will pay the same purchase price per share. Investors will not be charged a commission to purchase shares of common stock in the offering. Stifel, Nicolaus & Company, our marketing advisor in the offering, will use its best efforts to assist us in selling shares of our common stock. Stifel, Nicolaus & Company is not obligated to purchase any shares of common stock in the offering.

Persons Who May Order Shares of Common Stock in the Offering

     We are offering the shares of common stock in a “subscription offering” in the following descending order of priority:

	•		First, to depositors of Standard Bank with aggregate account balances of at least $50 as of the close of business on March 31, 2009.
	•		Second, to Standard Bank’s tax-qualified employee benefit plans (including our employee stock ownership plan and 401(k) plan), which will receive, without payment therefor, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering and issued to the charitable foundation. We expect our employee stock ownership plan to purchase 8% of the shares of common stock sold in the offering and issued to the charitable foundation.
	•		Third, to depositors of Standard Bank with aggregate account balances of at least $50 as of the close of business on [supplemental eligibility date].
	•		Fourth, to depositors of Standard Bank as of [depositors record date].

     Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering,” with a preference given to natural persons and trusts of natural persons residing in the Pennsylvania counties of Allegheny, Westmoreland and Bedford and Allegany

County, Maryland, and thereafter to cover other members of the general public. The community offering may begin concurrently with, during or promptly after the subscription offering as we may determine at any time. If shares remain available for sale following the subscription offering or community offering, we also may offer for sale shares of common stock through a “syndicated community offering” managed by Stifel, Nicolaus & Company. We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering.

     To ensure a proper allocation of stock, each subscriber eligible to purchase stock in the subscription offering must list on his or her stock order form all deposit accounts in which he or she had an ownership interest at the applicable eligibility date. Failure to list all accounts, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final.

     If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares will be allocated first, in the order of priority to subscribers in the subscription offering before any shares are allocated in the community offering.

     For a detailed description of the offering, including share allocation procedures, please see “The Conversion.”

How We Determined the Offering Range

     The amount of common stock that we are offering is based on an independent appraisal of the estimated market value of Standard Financial Corp., assuming the conversion and the offering are completed and the charitable foundation is funded with a contribution of cash and common stock. RP Financial, LC., our independent appraiser, has estimated that, as of May 28, 2010, this market value, including shares sold in the offering and issued to the foundation, was $31,050,000. By regulation, the market value constitutes the midpoint of a valuation range, with a minimum of $26,392,500, and a maximum of $35,707,500. Based on this market value, and excluding the shares issued to the foundation, the offering ranges from a minimum of $25,500,000 to a maximum of $34,500,000 with a midpoint of $30,000,000. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. If market conditions warrant, the market value, including shares sold in the offering and issued to the foundation, can be increased to $41,063,630, and the offering, excluding shares issued to the foundation can be increased to $39,675,000.

     RP Financial, LC. advised the Board of Directors that the appraisal was prepared in conformance with the regulatory appraisal methodology. That methodology requires a valuation based on an analysis of the trading prices of comparable public companies whose stocks have traded for at least one year prior to the valuation date. RP Financial, LC. selected a group of 10 comparable public companies for this analysis.

     The appraisal peer group consists of the following companies, with asset size as of March 31, 2010.

Company Name		Ticker Symbol		Exchange		Headquarters		Total Assets
								(in millions)
Citizens Community Bancorp, Inc.		CZWI		NASDAQ		Eau Claire, WI		$577
Elmira Savings Bank, FSB		ESBK		NASDAQ		Elmira, NY		$489
First Capital, Inc.		FCAP		NASDAQ		Corydon, IN		$463
First Savings Financial Group		FSFG		NASDAQ		Clarksville, IN		$494
Harleysville Savings Financial Corp.		HARL		NASDAQ		Harleysville, PA		$843
River Valley Bancorp		RIVR		NASDAQ		Madison, IN		$395
Rome Bancorp, Inc.		ROME		NASDAQ		Rome, NY		$328
TF Financial Corp.		THRD		NASDAQ		Newtown, PA		$716
Wayne Savings Bancshares		WAYN		NASDAQ		Wooster, OH		$406
WVS Financial Corp.		WVFC		NASDAQ		Pittsburgh, PA		$377

     The following table presents a summary of selected pricing ratios for the peer group companies and Standard (on a pro forma basis). The pricing ratios are based on earnings and other information as of and for the six months ended March 31, 2010, stock price information as of May 28, 2010, as reflected in RP Financial, LC.’s appraisal report, dated May 28, 2010, and the number of shares assumed to be outstanding as described in “Pro Forma Data.” Compared to the average pricing of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a discount of 38.1% on a price-to-book value basis, a discount of 35.2% on a price-to-tangible book value basis, and a discount of 2.9% on a price-to-earnings basis.

		Price-to-earnings				Price-to-book				Price-to-tangible
		multiple(1)				value ratio				book value ratio
Standard (on a pro forma basis, assuming completion of the conversion)
Minimum			11.01x				40.78	%			47.98	%
Midpoint			12.94x				45.23	%			52.69	%
Maximum			14.86x				49.16	%			56.75	%
Maximum, as adjusted			17.06x				53.22	%			60.86	%
Valuation of peer group companies, as of May 28, 2010
Averages			15.30x				79.38	%			87.62	%
Medians			12.79x				80.81	%			88.09	%

     Compared to the median pricing of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a discount of 39.2% on a price-to-book value basis, a discount of 35.6% on a price-to-tangible book value basis, and a premium of 16.2% on a core price-to-earnings basis.

     Our Board of Directors carefully reviewed the information provided to it by RP Financial, LC. through the appraisal process, but did not make any determination regarding whether prior standard mutual-to-stock conversions have been undervalued. Instead, we engaged RP Financial, LC. to help us understand the regulatory process as it applies to the appraisal and to advise the Board of Directors as to how much capital Standard Financial Corp. would be required to raise under the regulatory appraisal guidelines.

     The independent appraisal also reflects the contribution of cash and shares of common stock to the charitable foundation we are organizing in connection with the conversion. The contribution of cash and shares of our common stock to the charitable foundation will reduce our estimated pro forma market value. See “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation.”

     RP Financial, LC. will update the independent appraisal prior to the completion of the conversion. If the estimated appraised value, including offering shares and excluding shares contributed to the charitable foundation, changes to either below $25.5 million or above $39.7 million, we will resolicit persons who submitted stock orders. See “The Conversion—Share Pricing and Number of Shares to be Issued.”

     The independent appraisal does not indicate per share market value. Do not assume or expect that the valuation of Standard Financial Corp. as indicated above means that, after the conversion and the offering, the shares of common stock will trade at or above the $10.00 offering price. Furthermore, the pricing ratios presented above were utilized by RP Financial, LC. to estimate our market value and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

     For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, including a comparison of selected pro forma pricing ratios compared to pricing ratios of the peer group, see “The Conversion—Share Pricing and Number of Shares to be Issued.”

Limits on How Much Common Stock You May Purchase

     The minimum number of shares of common stock that may be purchased is 25. Generally, no individual may purchase more than 20,000 shares ($200,000) of common stock in the offering. If any of the following persons purchases shares of common stock, their purchases, in all categories of the offering, when combined with your purchases, cannot exceed 30,000 shares ($300,000):

	•		your spouse or relatives of you or your spouse living in your house;
	•		most companies, trusts or other entities in which you are a trustee, have a substantial beneficial interest or hold a senior management position; or
	•		other persons who may be your associates or persons acting in concert with you.

     See the detailed descriptions of “acting in concert” and “associate” in “The Conversion—Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock

     In the subscription offering and community offering, you may pay for your shares only by:

	•		personal check, bank check or money order, made payable to Standard Financial Corp.; or
	•		authorizing us to withdraw funds from the types of Standard Bank deposit accounts permitted on the stock order form.

     Standard Bank is not permitted to knowingly lend funds to anyone for the purpose of purchasing shares of common stock in the offering. Additionally, you may not submit a check drawn on a Standard Bank line of credit, and you may not submit a third-party check to pay for shares of common stock. Please do not submit cash. Wire transfers may not be used to pay for shares of common stock.

     You can subscribe for shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment or authorization to withdraw from one or more of your Standard Bank deposit accounts, so that it is received (not postmarked) before 2:00 p.m., Eastern Time, on [expiration date], which is the expiration of the offering period. You may submit your stock order form by mail using the order reply envelope provided, by overnight courier to the indicated address on the order form, or by hand delivery to our Stock Information Center, located at                                                             . We will not accept stock order forms at our branch offices.

     You may be able to subscribe for shares of common stock using funds in your individual retirement account (“IRA”) or other retirement account. If you wish to use some or all of the funds in your Standard Bank IRA or other retirement account to purchase our common stock, the applicable funds must first be transferred to a self-directed account maintained by an independent trustee, such as a brokerage firm, and the purchase must be made through that account. Because individual circumstances differ and processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [expiration date] expiration of the offering period, for assistance with purchases using funds from your Standard Bank retirement account or any other retirement account that you may have elsewhere. Whether you may use such funds for the purchase of shares in the stock offering may depend on time constraints and, possibly, limitations imposed by the brokerage firm or institution where your funds are held.

     See “The Conversion—Procedure for Purchasing Shares” for a complete description of how to purchase shares in the stock offering.

Deadline for Orders of Common Stock

     The deadline for purchasing shares of common stock in the offering is 2:00 p.m., Eastern Time, on [expiration date]. Your stock order form, with full payment, must be received (not postmarked) by 2:00 p.m., Eastern Time on [expiration date].

     Although we will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 2:00 p.m., Eastern Time, on [expiration date], whether or not we have been able to locate each person entitled to subscription rights.

     See “The Conversion—Procedure for Purchasing Shares” for a complete description of how to purchase shares in the stock offering.

Delivery of Stock Certificates

     Information regarding shares of common stock sold in the subscription and community offerings will be mailed by regular mail to the persons entitled thereto at the certificate registration address noted on the stock order form, as soon as practicable following completion of the conversion and offering. It is possible that, until this information is delivered, purchasers may not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading. All shares of Standard Financial Corp. common stock being sold will be in book entry form and paper stock certificates will not be issued.

After-Market Stock Price Performance Provided by Independent Appraiser

     The following table presents stock price performance information for all standard mutual-to-stock conversions completed between January 1, 2009 and May 28, 2010. None of these companies was included in the group of 10 comparable public companies utilized in RP Financial, LC.’s valuation analysis.

Mutual-to-Stock Conversion Offerings with Closing Dates
between January 1, 2009 and May 28, 2010

										Percentage Price Appreciation (Depreciation)
										From Initial Trading Date
Company Name and																						Through May 28,
Ticker Symbol		Conversion Date				Exchange				One Day				One Week				One Month				2010
										%				%				%				%
Harvard Illinois Bancorp, Inc. (HARI)			4/09/10			OTCBB					0.0				0.0				(1.0	)			(21.5	)
OBA Financial Services, Inc. (OBAF)			1/22/10			NASDAQ					3.9				1.1				3.0				14.6
OmniAmerican Bancorp, Inc. (OABC)			1/21/10			NASDAQ					18.5				13.2				9.9				15.7
Versailles Financial Corp. (VERF)			1/13/10			OTCBB					0.0				0.0				0.0				0.0
Athens Bancshares, Inc. (AFCB)			1/07/10			NASDAQ					16.0				13.9				10.6				6.0
Territorial Bancorp, Inc. (TBNK)			7/15/09			NASDAQ					49.9				47.5				48.7				97.0
St. Joseph Bancorp, Inc. (SJBA)			2/02/09			OTCBB					0.0				0.0				0.0				0.0
Hibernia Hmstd Bncrp, Inc. (HIBE)			1/28/09			OTCBB					5.0				5.0				5.0				50.0
Average											11.7				10.1				9.5				20.2
Median											4.5				3.1				4.0				10.3
High											49.9				47.5				48.7				97.0
Low											0.0				0.0				(1.0	)			(21.5	)

     Stock price performance is affected by many factors, including, but not limited to: general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. None of the companies listed in the table above are exactly similar to Standard Financial Corp. The pricing ratios for their stock offerings were in some cases different from the pricing ratios for Standard Financial Corp.’s common stock and the market conditions in which these offerings were completed were, in most cases, different from current market conditions. The performance of these stocks may not be indicative of how our stock will perform.

     There can be no assurance that our stock price will not trade below $10.00 per share, as has been the case for many mutual-to-stock conversions. Before you make an investment decision, we

urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page 16.

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

     If we do not receive orders for at least 2,550,000 shares of common stock, we may take the following steps to issue the minimum number of shares of common stock in the offering range:

	•		increase the maximum purchase limitations; and/or
	•		seek the approval of the Pennsylvania Department of Banking and the Federal Reserve Board to extend the offering beyond [extension date], so long as we resolicit subscriptions that we have previously received in the offering.

     If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount and indicated on their stock order forms a desire to be resolicited, will be given the opportunity to increase their subscription up to the then-applicable limit.

Possible Change in the Offering Range

     RP Financial, LC. will update its appraisal before we complete the offering. If, as a result of demand for the shares or changes in market conditions, RP Financial, LC. determines that our pro forma market value has increased, we may sell up to 3,967,500 shares in the offering without further notice to you. If our pro forma market value at that time is either below 26.4 million or above $41.1 million (including the value of shares issued to the foundation), then, after consulting with the Pennsylvania Department of Banking and the Federal Reserve Board, we may:

	•		terminate the stock offering and promptly return all funds;
	•		set a new offering range; or
	•		take such other actions as may be permitted by the Pennsylvania Department of Banking and the Federal Reserve Board and the Securities and Exchange Commission.

     If we set a new offering range, we will be required to resolicit subscribers and we will promptly return your subscription funds, with interest at ___%, and cancel any authorization to withdraw funds from your deposit accounts for the purchase of shares of common stock.

Possible Termination of the Offering

     We may terminate the offering at any time and for any reason prior to the special meeting of depositors of Standard Bank that is being called to vote upon the conversion, and at any time after depositor approval with the approval of the Pennsylvania Department of Banking and the Federal Reserve Board. If we terminate the offering, we will promptly return your funds with interest calculated at Standard Bank’s statement savings rate, and we will cancel deposit account withdrawal authorizations.

How We Intend to Use the Proceeds From the Offering

     We intend to invest 50% of the net proceeds from the offering in Standard Bank, loan funds to our employee stock ownership plan to fund its purchase of our shares of common stock, contribute

$200,000 in cash and a number of shares of common stock with a value equal to 3.5% of the shares sold in the offering to the charitable foundation and retain the remainder of the net proceeds from the offering. Therefore, assuming we sell 3,000,000 shares of common stock in the stock offering, and we have net proceeds of $28.6 million, we intend to invest $14.3 million in Standard Bank, loan $2.5 million to our employee stock ownership plan to fund its purchase of our shares of common stock, contribute $200,000 to Standard Charitable Foundation, and retain the remaining $11.6 million of the net proceeds.

     We may use the funds we retain for investments, to pay cash dividends, to repurchase shares of common stock and for other general corporate purposes. Standard Bank may use the proceeds it receives from us to support increased lending and other products and services, and to repay borrowings.

     Please see the section of this prospectus entitled “How We Intend to Use the Proceeds from the Offering” for more information on the proposed use of the proceeds from the offering.

You May Not Sell or Transfer Your Subscription Rights

     Regulations issued by the Office of Thrift Supervision or Federal Deposit Insurance Corporation regulations, as implemented by the Pennsylvania Department of Banking and Federal Reserve Board, prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the shares of common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone who we believe has sold or given away his or her subscription rights. We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights. When completing your stock order form, you should not add the name(s) of persons who do not have subscription rights or who qualify in a lower subscription priority than you do. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility record date. Your failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation, if there is an oversubscription.

Purchases by Officers and Directors

     We expect our directors and executive officers, together with their associates, to subscribe for 160,000 shares ($1.6 million) of common stock in the offering, or 6.3% of the shares to be sold at the minimum of the offering range. The purchase price paid by our directors and executive officers for their shares will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the offering.

     See “Subscriptions by Directors and Executive Officers” for more information on the proposed purchases of our shares of common stock by our directors and executive officers.

Benefits to Management and Potential Dilution to Stockholders Following the Conversion

     We expect our employee stock ownership plan, which is a tax-qualified retirement plan for the benefit of all our employees, to purchase 8% of the total number of shares of common stock that we sell in the offering and issued to the charitable foundation. Purchases by the employee stock ownership plan will be included in determining whether the required minimum number of shares has been sold in the offering. We reserve the right to purchase shares of common stock in the open market following the stock offering in order to fund all or a portion of the employee stock ownership plan.

     Our current intention is to adopt one or more stock-based benefit plans no earlier than twelve months after completion of the conversion. Stockholder approval of these plans will be required, and the stock-based benefit plans cannot be implemented until at least six months after the completion of the conversion pursuant to regulations as implemented by the Pennsylvania Department of Banking and the Federal Reserve Board. If adopted within 12 months following the completion of the conversion, the stock-based benefit plan will reserve a number of shares of common stock equal to not more than 4% of the shares sold in the offering and issued to the charitable foundation (reduced by amounts purchased in the stock offering by our 401(k) plan using its purchase priority in the stock offering), for restricted stock awards to key employees and directors, at no cost to the recipients, and will also reserve a number of stock options equal to not more than 10% of the shares of common stock sold in the offering and issued to the charitable foundation for key employees and directors. If the stock-based benefit plans are adopted after one year from the date of the completion of the conversion, the 4% and 10% limitations described above will no longer apply, and we may adopt stock-based benefit plans encompassing more than 14% of our shares of common stock. We have not yet determined whether we will present these plans for stockholder approval within 12 months following the completion of the conversion or more than 12 months after the completion of the conversion, and we have not yet determined the number of shares that would be reserved for issuance under these plans.

     The following table summarizes the number of shares of common stock and aggregate dollar value of grants (valuing each share granted at the offering price of $10.00) that would be available under one or more stock-based benefit plans if such plans reserve a number of shares of common stock equal to not more than 4% and 10% of the shares sold in the offering and issued to the charitable foundation for restricted stock awards and stock options, respectively. The table shows the dilution to stockholders if all of these shares are issued from authorized but unissued shares, instead of shares purchased in the open market. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all eligible employees.

		Number of Shares to be Granted or Purchased												Dilution				Value of Grants (1)
														Resulting								At
						At				As a				From				At				Adjusted
		At				Adjusted				Percentage				Issuance of				Minimum				Maximum
		Minimum				Maximum				of Common				Shares for				of				of
		of Offering				of Offering				Stock to be				Stock Benefit				Offering				Offering
		Range				Range				Issued (2)				Plans				Range				Range
																		(Dollars in thousands)
Employee stock ownership plan			211,140				328,509				8.00	%			—			$	2,111			$	3,285
Stock awards			105,570				164,255				4.00				3.85	%			1,056				1,643
Stock options			263,925				410,636				10.00				9.09	%			784				1,220
Total			580,635				903,400				22.00	%			12.28	%		$	3,951			$	6,147

     In addition to the stock-based benefit plans that we may adopt, we intend to enter into employment agreements and change of control agreements with certain of our executive and other officers. See “Management of Standard Financial Corp.—Executive Officer Compensation” for a further discussion of these agreements, including their terms and potential costs, as well as a description of other benefits arrangements. In addition, for further information with respect to the expenses related to the stock-based benefit plans, see “Risk Factors—Our stock-based benefit plans will increase our costs, which will reduce our income” and “Management of Standard Financial Corp.—Benefits to be Considered Following Completion of the Stock Offering.”

Market for Common Stock

     We expect that our common stock will be listed for trading on the Nasdaq Capital Market under the symbol “STND.” Stifel, Nicolaus & Company currently intends to make a market in the shares of our common stock, but is under no obligation to do so. See “Market for the Common Stock.”

Our Issuance of Shares of Common Stock and Cash to the Charitable Foundation

     To further our commitment to the communities we serve and may serve in the future, we intend, subject to our depositor’s approval, to establish and fund a new charitable foundation as part of the conversion. Standard Financial Corp. intends to contribute to the charitable foundation $200,000 in cash and shares of common stock with an aggregate value of stock equal to 3.5% of the shares sold in the stock offering. These shares and cash will have a value of $1.1 million at the minimum of the valuation range and $1.4 million at the maximum of the valuation range, subject to adjustment to $1.6 million. As a result of the issuance of shares to the charitable foundation and the cash contribution, we expect to record an after-tax expense of approximately $700,000 at the minimum of the valuation range and approximately $1.0 million at the adjusted maximum of the valuation range, during the quarter in which the conversion is completed.

     Under the Internal Revenue Code, a corporate entity is generally permitted to deduct up to 10% of its taxable income (taxable income before the charitable contributions deduction) in any one year for charitable contributions. Any contribution in excess of the 10% limit may generally be deducted for federal income tax purposes over the five years following the year in which the charitable contribution was made. Accordingly, a charitable contribution by a corporate entity to a charitable foundation could, if necessary, be deducted for federal income tax purposes over a six-year period. Our overall charitable contribution deduction could be limited if our future taxable income is insufficient to allow for the full deduction within the 10% of taxable income limitation, which would result in an increase to income tax expense.

     The new charitable foundation will be governed by a Board of Directors, initially consisting of the current members of the Company’s Board of Directors (except for Timothy K. Zimmerman, our President, Chief Executive Officer and a director), and one individual who is not affiliated with us. None of these individuals will receive compensation for their service as a director of the charitable foundation. In addition, some of our employees will serve as executive officers of the charitable foundation. None of these individuals will receive compensation for their service as an executive officer of the charitable foundation.

     The new charitable foundation will be dedicated to supporting charitable causes and community development activities in the communities in which we operate or may operate in the future. In addition to traditional community contributions and community reinvestment initiatives, the charitable foundation

is expected to emphasize grants or donations to support housing assistance, local education and other types of organizations or civic-minded projects.

Issuing shares of common stock to the charitable foundation will:

	•		dilute the ownership interests of purchasers of shares of our common stock in the stock offering;
	•		dilute the voting interests of purchasers of shares of our common stock in the stock offering; and
	•		result in an expense, and a reduction in our earnings during the quarter in which the contribution is made, equal to the full amount of the contribution to the charitable foundation, offset in part by a corresponding tax benefit equal to 34.2% of such contribution.

     The establishment and funding of the charitable foundation has been approved by the Board of Trustees of Standard Mutual Holding Company, and must be approved by the depositors of Standard Bank at its special meeting being held to consider and vote upon the plan of conversion. If depositors do not approve the establishment and funding of the charitable foundation, we will proceed with the conversion and offering without the foundation and subscribers for common stock will not be resolicited (unless required by the Federal Reserve Board or the Pennsylvania Department of Banking). Without the charitable foundation, RP Financial, LC. estimates that our pro forma valuation would be greater and, as a result, a greater number of shares of common stock would be issued in the offering. See “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation.”

     RP Financial, LC. will update its appraisal of our estimated pro forma market value at the conclusion of the offering. The pro forma market value reflected in that updated appraisal will be based on the facts and circumstances existing at that time, including, among other things, market and economic conditions, as well as whether the charitable foundation is formed and funded with shares of our common stock.

     See “Risk Factors—The contribution of shares to the charitable foundation will dilute your ownership interests and adversely affect net income,” “Risk Factors—Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits,” “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation” and “Standard Charitable Foundation.”

Our Policy Regarding Dividends

     Following completion of the stock offering, our Board of Directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. The payment and amount of any dividend payments will depend upon a number of factors.

For further information, see “Our Policy Regarding Dividends.”

Tax Consequences

     As a general matter, the conversion will not be a taxable transaction for federal or state income tax purposes to Standard Mutual Holding Company, Standard Bank, Standard Financial Corp., or persons

eligible to subscribe in the subscription offering. See “The Conversion—Material Income Tax Consequences” for additional information.

Conditions to Completion of the Conversion and the Offering

     We cannot complete the conversion and the offering unless:

	•		the plan of conversion is approved by at least a majority of votes eligible to be cast by depositors of Standard Bank. A special meeting of depositors to consider and vote upon the plan of conversion has been set for [depositor meeting date];
	•		we have received and accepted orders to purchase at least the minimum number of shares of common stock offered; and
	•		we receive final approval of the Pennsylvania Department of Banking and the Federal Reserve Board to complete the conversion and the offering.

How You Can Obtain Additional Information

     Our branch office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion or the offering, please call our Stock Information Center, toll free, at (877) ___-                    , Monday through Friday between 9:00 a.m. and 4:00 p.m., Eastern Time, or visit the Stock Information Center located at                                         , Monday through Friday between 9:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on weekends and bank holidays.

TO ENSURE THAT EACH PERSON RECEIVES A PROSPECTUS AT LEAST 48 HOURS PRIOR TO THE EXPIRATION DATE OF [EXPIRATION DATE] IN ACCORDANCE WITH FEDERAL LAW, NO PROSPECTUS WILL BE MAILED OR HAND-DELIVERED ANY LATER THAN FIVE DAYS OR TWO DAYS, RESPECTIVELY, PRIOR TO [EXPIRATION DATE].

RISK FACTORS

You should consider carefully the following risk factors in evaluating an investment in our shares of common stock.

Risks Related to Our Business

Because we intend to continue to emphasize commercial real estate loan originations, our credit risk will increase and continued downturns in the local real estate market or economy could adversely affect our earnings.

     We intend to continue our emphasis on originating commercial real estate loans. Commercial real estate loans generally have more risk than the one- to four-family residential real estate loans we originate. Because the repayment of commercial real estate loans depends on the successful management and operation of the borrower’s properties or related businesses, repayment of such loans can be affected by adverse conditions in the local real estate market or economy. Commercial real estate loans may also involve relatively large loan balances to individual borrowers or groups of related borrowers. A downturn in the real estate market or the local economy could adversely affect the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of nonperforming loans. As our commercial real estate portfolio increases, the corresponding risks and potential for losses from these loans may also increase.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.

     We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover probable incurred losses in our loan portfolio, resulting in additions to our allowance. Material additions to our allowance could materially decrease our net income.

     In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities might have a material adverse effect on our financial condition and results of operations.

Future changes in interest rates could reduce our profits.

     Our ability to make a profit largely depends on our net interest income, which could be negatively affected by changes in interest rates. Net interest income is the difference between:

	•		the interest income we earn on our interest-earning assets, such as loans and securities; and
	•		the interest expense we pay on our interest-bearing liabilities, such as deposits and borrowings.

     As a result of our historical focus on one- to four-family residential real estate loans, the majority of our loans have fixed interest rates. Additionally, many of our securities investments have fixed interest rates. Like many savings institutions, our focus on deposit accounts as a source of funds, which have no stated maturity date or shorter contractual maturities, results in our liabilities having a shorter duration than our assets. For example, as of March 31, 2010, 42.3% of our loans had maturities of 15 years or longer, while 28.3% of our certificates of deposit had maturities of one year or less. This imbalance can create significant earnings volatility, because market interest rates change over time. In a period of rising interest rates, the interest income earned on our assets, such as loans and investments, may not increase as rapidly as the interest paid on our liabilities, such as deposits. In a period of declining interest rates, the interest income earned on our assets may decrease more rapidly than the interest paid on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called or prepaid, thereby requiring us to reinvest these cash flows at lower interest rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

     Changes in interest rates creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities in a declining interest rate environment. Additionally, increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable-rate loans. Changes in interest rates also affect the current fair value of our interest-earning securities portfolio. Generally, the value of securities moves inversely with changes in interest rates.

     At March 31, 2010, the “rate shock” analysis indicated that our net portfolio value (the difference between the present value of our assets and the present value of our liabilities) would decrease by $2.6 million, or 4.9%, if there was an instantaneous 200 basis point increase in market interest rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

Concentration of loans in our primary market area, which has recently experienced an economic downturn, may increase the risk of increased nonperforming assets.

     Our success depends primarily on the general economic conditions in the Pennsylvania counties of Allegheny, Westmoreland and Bedford and Allegany County, Maryland, as nearly all of our loans are to customers in these markets. Accordingly, the local economic conditions in these markets (and the Pittsburgh market area in general) have a significant impact on the ability of borrowers to repay loans as well as our ability to originate new loans. As such, a continuation of the decline in real estate values in these markets would also lower the value of the collateral securing loans on properties in these markets. In addition, a continued weakening in general economic conditions such as inflation, recession, unemployment or other factors beyond our control could negatively affect our financial results.

     According to the National Association of Realtors statistics, the median sales price for existing single family homes in the Pittsburgh, Pennsylvania metropolitan area decreased from $120,700 in 2007 to $118,900 in 2009. The median sales price for existing homes in the United States also decreased from $217,900 in 2007 to $172,100 in 2009. As can be seen from the above data, home prices in the Pittsburgh metropolitan area have been and continue to be below the national averages which makes home ownership more affordable for customers in our market area.

     The slowing local economy has also resulted in a rise in delinquency and foreclosure rates. For the Commonwealth of Pennsylvania, foreclosure activity rose to 44,732 filings in 2009, a 20% increase

from the level reported for 2008. For the State of Maryland, foreclosure activity rose to 43,248 filings in 2009, a 33.7% increase from the level reported for 2008.

Continued and sustained deterioration in the housing sector and related markets and prolonged elevated unemployment levels may adversely affect our business and financial results.

     During 2009 and the beginning of 2010, general economic conditions continued to worsen nationally as well as in our market area. While we did not invest in sub-prime mortgages and related investments, our lending business is tied, in large part, to the housing market. Declines in home prices, increases in foreclosures and unemployment have adversely impacted the credit performance of real estate related loans, resulting in the write-down of asset values. The continuing housing slump has resulted in reduced demand for the construction of new housing, further declines in home prices, and increased delinquencies on construction, residential and commercial mortgage loans. The ongoing concern about the stability of the financial markets in general has caused many lenders to reduce or cease providing funding to borrowers. These conditions may also cause a further reduction in loan demand, and increases in our non-performing assets, net charge-offs and provisions for loan losses. A worsening of these negative economic conditions could adversely impact our prospects for growth, asset and goodwill valuations and could result in a decrease in our interest income and a material increase in our provision for loan losses.

If our investment in the common stock of the Federal Home Loan Bank of Pittsburgh is classified as other-than-temporarily impaired or as permanently impaired, our earnings and stockholders’ equity could decrease.

     We own common stock of the Federal Home Loan Bank of Pittsburgh. We hold this stock to qualify for membership in the Federal Home Loan Bank System and to be eligible to borrow funds under the Federal Home Loan Bank of Pittsburgh’s advance program. The aggregate cost and fair value of our Federal Home Loan Bank of Pittsburgh common stock as of March 31, 2010 was $3.4 million based on its par value. There is no market for our Federal Home Loan Bank of Pittsburgh common stock.

     Published reports indicate that certain member banks of the Federal Home Loan Bank System may be subject to accounting rules and asset quality risks that could result in materially lower regulatory capital levels. In an extreme situation, it is possible that the capital of a Federal Home Loan Bank, including the Federal Home Loan Bank of Pittsburgh, could be substantially diminished or reduced to zero. Consequently, we believe that there is a risk that our investment in Federal Home Loan Bank of Pittsburgh common stock could be impaired at some time in the future, and if this occurs, it would cause our earnings and stockholders’ equity to decrease by the after-tax amount of the impairment charge.

Continued or further declines in the value of certain investment securities could require write-downs, which would reduce our earnings.

     Our securities portfolio includes securities that have declined in value due to negative perceptions about the health of the financial sector in general and the lack of liquidity for securities that are real estate related. A prolonged decline in the value of these or other securities could result in an other-than-temporary impairment write-down which would reduce our earnings.

The requirement to account for certain assets at estimated fair value, and a proposal to account for additional financial assets and liabilities at estimated fair value, may adversely affect our results of operations.

     We report certain assets, including securities, at fair value, and a recent proposal would require us to report nearly all of our financial assets and liabilities at fair value. Generally, for assets that are reported at fair value, we use quoted market prices or valuation models that utilize observable market inputs to estimate fair value. Because we carry these assets on our books at their estimated fair value, we may incur losses even if the asset in question presents minimal credit risk. Under current accounting requirements, elevated delinquencies, defaults, and estimated losses from the disposition of collateral in our private-label mortgage-backed security may require us to recognize additional other-than-temporary impairments in future periods with respect to our securities portfolio. The amount and timing of any impairment recognized will depend on the severity and duration of the decline in the estimated fair value of the asset and our estimate of the anticipated recovery period. Under proposed accounting requirements, we may be required to record reductions in the fair value of nearly all of our financial assets and liabilities (including loans) either through a charge to net income or through a reduction to accumulated other comprehensive income. Accordingly, we could be required to record charges on assets such as loans where we have no intention to sell the loan and expect to receive repayment in full on the loan. This could result in a decrease in net income, or a decrease in our stockholders’ equity, or both.

Government responses to economic conditions may adversely affect our operations, financial condition and earnings.

     New federal legislation has been introduced in Congress that would change the bank regulatory framework, as well as lending and funding practices and liquidity standards for banks. Bank regulatory agencies also have been responding aggressively to concerns and adverse trends identified in examinations. Ongoing uncertainty and adverse developments in the financial services industry and the domestic and international credit markets, and the effect of new legislation and regulatory actions in response to these conditions, may adversely affect our operations by restricting our business operations, including our ability to originate or sell loans, modify loan terms, or foreclose on property securing loans. These events may have a significant adverse effect on our financial performance and operating flexibility. In addition, these risks could affect the performance and value of our loan and investment securities portfolios, which also would negatively affect our financial performance.

     Furthermore, the Board of Governors of the Federal Reserve System, in an attempt to help the overall economy, has, among other things, kept interest rates low through its targeted federal funds rate and the purchase of mortgage-backed securities. If the Federal Reserve increases the federal funds rate, overall interest rates will likely rise, which may negatively impact the housing markets and the U.S. economic recovery. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Legislation has been introduced that would, among other things, tighten capital standards, create a new Consumer Financial Protection Bureau, give stockholders greater influence over Board elections and compensation, and generally increase our costs.

     Legislation has been introduced in Congress that would implement sweeping changes to the current bank regulatory structure. The Senate bill requires the bank regulators to set minimum capital levels for holding companies that are as strong as those required for the insured depository subsidiaries, but the components of capital would be restricted to capital allowed for insured depository institutions.

This would effectively eliminate the ability of bank holding companies to include trust preferred securities or subordinated debt as part of capital.

     The proposed legislation would also create a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau would have broad rule-making authority for a wide range of consumer protection laws that would apply to all banks, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau would have examination and enforcement authority over all banks and credit unions with more than $10 billion in assets. Banks and credit unions with $10 billion or less in assets would be examined by their applicable bank regulators. The new legislation would also weaken the federal preemption available for national banks and federal savings associations, and would give state attorneys general the ability to enforce applicable consumer laws. The proposed legislation also could severely limit our ability to charge fees for overdraft protection. This would have a material effect on our net income.

     The proposed legislation would also broaden the base for Federal Deposit Insurance Corporation insurance assessments to be the average consolidated total assets less tangible equity capital of a financial institution, and restrict bank proprietary trading in securities. Lastly, the proposed legislation would significantly increase stockholder influence over Boards of Directors by requiring companies to give stockholders a non-binding vote on executive compensation, and allow stockholders to nominate their own candidates using a company’s proxy ballots. Public companies would also be required to adopt majority voting for the election of directors, and the Federal Reserve Board would be directed to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.

     If adopted, the proposed legislation and its implementing regulations would significantly increase our operating costs, make it more difficult for bank holding companies to attract and retain management talent, and adversely affect the ability of our Board and management team to implement our business strategy without undue interference from stockholders.

We are subject to extensive regulatory oversight.

     We and our subsidiaries are subject to extensive regulation and supervision. Regulators have intensified their focus on bank lending criteria and controls, and on the USA PATRIOT Act’s anti-money laundering and Bank Secrecy Act compliance requirements. There also is increased scrutiny of our compliance practices generally and particularly with the rules enforced by the Office of Foreign Assets Control. It is possible that we are not in full compliance with these requirements. Our failure to comply with these and other regulatory requirements could lead to, among other remedies, administrative enforcement actions and legal proceedings. In addition, proposed future legislation and regulations are likely to have a significant effect on the financial services industry. Regulatory or legislative changes could make regulatory compliance more difficult or expensive for us, and could cause us to change or limit some of our products and services, or the way we operate our business.

Strong competition within our market areas may limit our growth and profitability.

     Competition in the banking and financial services industry is intense. In our market areas, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide. In

addition, larger competitors may be able to price loans and deposits more aggressively than we do, which could affect our ability to grow and remain profitable on a long-term basis. Our profitability depends upon our continued ability to successfully compete in our market areas. If we must raise interest rates paid on deposits or lower interest rates charged on our loans, our net interest margin and profitability could be adversely affected. For additional information see “Business of Standard Bank—Competition.”

Legislative or regulatory responses to perceived financial and market problems could impair our rights against borrowers.

     Current and future proposals made by members of Congress would reduce the amount distressed borrowers are otherwise contractually obligated to pay under their mortgage loans, and may limit the ability of lenders to foreclose on mortgage collateral. If proposals such as these, or other proposals limiting Standard Bank’s rights as a creditor, were to be implemented, we could experience increased credit losses on our loans and mortgage-backed securities, or increased expense in pursuing our remedies as a creditor.

Recent health care legislation could increase our expenses or require us to pass further costs on to our employees, which could adversely affect our operations, financial condition and earnings.

     Legislation enacted in 2010 requires companies to provide expanded health care coverage to their employees, such as affordable coverage to part-time employees and coverage to dependent adult children of employees. Companies will also be required to enroll new employees automatically into their health plans. Compliance with these and other new requirements of the health care legislation will increase our employee benefits expense, and may require us to pass these costs on to our employees, which could give us a competitive disadvantage in hiring and retaining qualified employees.

Any future Federal Deposit Insurance Corporation insurance premium increases will adversely affect our earnings. The Federal Deposit Insurance Corporation has adopted a rule that required us to prepay insurance premiums.

     In May 2009, the Federal Deposit Insurance Corporation adopted a final rule levying a five basis point special assessment on each insured depository institution’s assets minus Tier 1 capital as of June 30, 2009. We recorded an expense of $177,000 during the quarter ended June 30, 2009, to reflect the special assessment. Any further special assessments that the Federal Deposit Insurance Corporation levy will be recorded as an expense during the appropriate period. In addition, the Federal Deposit Insurance Corporation increased the general assessment rate and our prior credits for federal deposit insurance were fully utilized during the quarter ended June 30, 2009. Therefore, our Federal Deposit Insurance Corporation general insurance premium expense will increase compared to prior periods.

     The Federal Deposit Insurance Corporation also issued a final rule pursuant to which all insured depository institutions were required to prepay on December 30, 2009 their estimated assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. We prepaid $1.5 million of our assessments on December 30, 2009, based on our deposits and assessment rate as of September 30, 2009.

Risks Related to this Stock Offering

The future price of the shares of common stock may be less than the purchase price in the stock offering.

     If you purchase shares of common stock in the stock offering, you may not be able to sell them at or above the purchase price in the stock offering. The aggregate purchase price of the shares of common stock sold in the offering and issued to the charitable foundation is determined by an independent, third-party appraisal, pursuant to federal banking regulations and subject to review and approval by the Pennsylvania Department of Banking and the Federal Reserve Board. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. Following the completion of the stock offering, our aggregate pro forma market value will be based on the market trading price of the shares, and not the final, approved independent appraisal, which may result in our stock trading below the initial offering price of $10.00 per share.

Our return on equity will be low following the stock offering. This could negatively affect the trading price of our shares of common stock.

     Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. Following the stock offering, we expect our consolidated equity to be between $64.7 million at the minimum of the offering range and $77.2 million at the adjusted maximum of the offering range. Based upon our pro forma net income for the six months ended March 31, 2010, and these pro forma equity levels, our annualized return on equity would be 4.75% and 4.00% at the minimum and adjusted maximum of the offering range, respectively. We expect our return on equity to remain low until we are able to leverage the additional capital we receive from the stock offering. Although we will be able to increase net interest income using proceeds of the stock offering, our return on equity will be negatively affected by higher expenses from the costs of being a public company and added expenses associated with our employee stock ownership plan and the stock-based benefit plan we intend to adopt. Until we can increase our net interest income and noninterest income and leverage the capital raised in the stock offering, we expect our return on equity to remain low, which may reduce the value of our shares of common stock.

Our stock-based benefit plans will increase our costs, which will reduce our income.

     We anticipate that our employee stock ownership plan will purchase 8% of the total shares of common stock sold in the stock offering and issued to the charitable foundation, with funds borrowed from Standard Financial Corp. We will record annual employee stock ownership plan expense in an amount equal to the fair value of shares of common stock committed to be released to employees. Assuming the employee stock ownership plan purchases 328,509 shares in the offering at the adjusted maximum of the offering range, we will recognize additional annual pre-tax compensation expense of $164,000 over a 20-year period, assuming the shares of common stock have a fair market value of $10.00 per share for the full 20-year period. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase.

     Our current intention is to adopt one or more stock-based benefit plans after the stock offering that would award participants shares of our common stock (at no cost to them) and/or options to purchase shares of our common stock. The number of shares of restricted stock or stock options reserved for issuance under any initial stock-based benefit plan may not exceed 4% and 10%, respectively, of our total outstanding shares, including shares issued to the charitable foundation, if these plans are adopted within 12 months after the completion of the conversion. We may grant shares of common stock and stock

options in excess of these amounts provided the stock-based benefit plan is adopted more than one year following the stock offering. Assuming a $10.00 per option exercise price and an estimated grant-date fair value of the options utilizing a Black-Scholes option pricing analysis of $2.97 per option granted, with the value amortized over a five-year vesting period, the corresponding annual pre-tax expense associated with the stock options would be $244,000 at the adjusted maximum of the offering range. In addition, assuming that all shares of restricted stock are awarded at a price of $10.00 per share, and that the awards vest over a five-year period, the corresponding annual pre-tax expense associated with restricted stock awarded under a stock-based benefit plan would be $329,000 at the adjusted maximum. However, if we grant shares of common stock or options in excess of these amounts, such grants would increase our costs further. The shares of restricted stock granted under a stock-based benefit plan will be expensed by us over their vesting period at the fair market value of the shares on the date they are awarded.

The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.

     We intend to adopt one or more stock-based benefit plans, which will allow participants to be awarded shares of common stock (at no cost to them) or options to purchase shares of our common stock, following the stock offering. These stock-based benefit plans will be funded through either open market purchases of shares of common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of common stock to fund these plans will be subject to many factors, including, but not limited to, applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of the stock, our capital levels, alternative uses for our capital and our financial performance. Although our current intention is to fund these plans with stock repurchases, we may not be able to conduct such repurchases. If we do not repurchase shares of common stock to fund these plans, then stockholders would experience a reduction in their ownership interest, which would total 3.85% in the event newly issued shares are used to fund stock options or awards of shares of common stock under these plans in an amount equal to 10% or 4%, respectively, of the shares issued in the stock offering and issued to the charitable foundation. We may grant shares of common stock and stock options in excess of these amounts provided the stock-based benefit plan is adopted more than one year following the stock offering.

     Although the implementation of the stock-based benefit plan will be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

We have not determined whether we will adopt stock-based benefit plans more than one year following the stock offering. Stock-based benefit plans adopted more than one year following the stock offering may exceed regulatory restrictions on the size of stock-based benefit plans adopted within one year, which would further increase our costs.

     If we adopt stock-based benefit plans more than one year following the completion of the stock offering, then grants of shares of common stock or stock options under our stock-based benefit plans may exceed 4% and 10%, respectively, of our total outstanding shares. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in “—Our stock-based benefit plans will increase our costs, which will reduce our income.” Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “—The implementation of stock-based benefit plans will dilute your ownership interest.” Although the implementation of the stock-based benefit plan will be subject to

stockholder approval, the determination as to the timing of the implementation of such a plan will be at the discretion of our Board of Directors. Our current intention is to adopt one or more stock-based benefit plans no earlier than twelve months after completion of the conversion.

The contribution of shares to the charitable foundation will dilute your ownership interests and adversely affect net income.

     Subject to depositor approval, we intend to establish a charitable foundation in connection with the conversion. We will make a contribution to the charitable foundation in the form of $200,000 in cash and a number of shares of common stock with a value equal to 3.5% of the shares sold in the offering. The contribution of cash and shares of common stock will total $1.1 million at the minimum of the offering range, and up to $1.6 million at the adjusted maximum of the offering range. The aggregate contribution will have an adverse effect on our net income for the quarter and year in which we make the contribution to the charitable foundation. The after-tax expense of the contribution will reduce net income by approximately $1.0 million at the adjusted maximum of the offering range. We had net income of $1.5 million for the six months ended March 31, 2010 and $2.1 million for the year ended September 30, 2009, respectively. Persons purchasing shares in the stock offering will have their ownership and voting interests diluted by up to 3.4% due to the issuance of shares of common stock to the charitable foundation.

We intend to enter into employment agreements and change in control agreements with certain of our officers, all of which may increase our compensation costs or increase the cost of acquiring us.

     We intend to enter into employment agreements with Timothy K. Zimmerman, our President and Chief Executive Officer, Colleen M. Brown, our Senior Vice President and Chief Financial Officer and Paul A. Knapp, our Senior Vice President and Chief Commercial Lending Officer. We also intend to enter into three change in control agreements with certain of our other officers. In the event of termination of employment of Mr. Zimmerman, Ms. Brown and Mr. Knapp other than for cause, or in the event of certain types of termination following a change in control, as set forth in the employment agreements, and assuming the agreements were in effect, the employment agreements provide for cash severance benefits that would cost up to approximately $1.5 million in the aggregate based on the compensation information included in “Management of Standard Financial Corp.—Executive Officer Compensation.”

Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.

     The Internal Revenue Service may not grant tax-exempt status to the charitable foundation. If the contribution is not deductible, we would not receive any tax benefit from the contribution. The total value of the contribution would be $1.6 million at the adjusted maximum of the offering range, which would result in after-tax expense of approximately $1.0 million. In the event that the Internal Revenue Service does not grant tax-exempt status to the charitable foundation or the contribution to the charitable foundation is otherwise not tax deductible, we would recognize after-tax expense up to the value of the entire contribution, or $1.6 million at the adjusted maximum of the offering range.

     In addition, even if the contribution is tax deductible, we may not have sufficient taxable income to be able to use the deduction fully. Under the Internal Revenue Code, a corporate entity is generally permitted to deduct charitable contributions in an amount of up to 10% of its taxable income (taxable income before the charitable contributions deduction) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over the five

years following the year in which the charitable contribution was made. Accordingly, a charitable contribution by a corporate entity could, if necessary, be deducted for federal income tax purposes over a six-year period. Our taxable income over this period may not be sufficient to fully use this deduction.

We have broad discretion in using the proceeds of the stock offering. Our failure to effectively use such proceeds could reduce our profits.

     Standard Financial Corp. will use a portion of the net proceeds to finance the purchase of shares of common stock in the stock offering by the employee stock ownership plan, and may use the remaining net proceeds to pay dividends to stockholders, repurchase shares of common stock, purchase investment securities, deposit funds in Standard Bank, acquire other financial services companies or branch offices or for other general corporate purposes. Standard Bank may use the proceeds it receives to fund new loans, establish or acquire new branches, purchase investment securities, reduce a portion of our borrowings, or for general corporate purposes. We have not identified specific amounts of proceeds for any of these purposes and we will have significant flexibility in determining the amount of net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively could reduce our profitability. We have not established a timetable for the effective deployment of the proceeds and we cannot predict how long we will require to effectively deploy the proceeds.

Our stock value may be negatively affected by regulations that restrict takeovers.

     For three years following the stock offering, federal regulations as applied by the Pennsylvania Department of Banking and the Federal Reserve Board will prohibit any person from acquiring or offering to acquire more than 10% of our common stock without the prior written approval of the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking and the Federal Reserve Board. See “Restrictions on Acquisition of Standard Financial Corp.” for a discussion of applicable regulations regarding acquisitions.

The corporate governance provisions in our articles of incorporation and bylaws, Standard Bank’s stock charter and the corporate governance provisions under relevant state law, may prevent or impede the holders of our common stock from obtaining representation on our Board of Directors and may impede takeovers of the company.

     Provisions in our articles of incorporation and bylaws, as well as the stock charter of Standard Bank, may prevent or impede holders of our common stock from obtaining representation on our Board of Directors and may make takeovers of Standard Financial Corp. more difficult. For example, our Board of Directors is divided into three staggered classes. A classified Board makes it more difficult for stockholders to change a majority of the directors because it generally takes at least two annual elections of directors for this to occur. In addition, our articles of incorporation include a provision that no person will be entitled to vote any shares of our common stock in excess of 10% of our outstanding shares of common stock. This limitation does not apply to the purchase of shares by a tax-qualified employee stock benefit plan established by us. Standard Bank’s stock charter will contain a provision that for a period of five years from the closing of the conversion, no person other than Standard Financial Corp. may offer directly or indirectly to acquire the beneficial ownership of more than 10% of any class of equity security of Standard Bank. This limitation does not apply to the purchase of shares by a tax-qualified employee stock benefit plan established by us, as well as other acquisitions specified in the stock charter. In addition, our articles of incorporation and bylaws restrict who may call special meetings of stockholders and how directors may be removed from office. Additionally, in certain instances, the Maryland General Corporation Law requires a supermajority vote of our stockholders to approve a merger or other business

combination with a large stockholder, if the proposed transaction is not approved by a majority of our directors. See “Restrictions on Acquisition of Standard Financial Corp.”

We will need to implement additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements, which will increase our operating costs.

     Upon completion of the stock offering, we will become a public reporting company. The federal securities laws and regulations of the Securities and Exchange Commission require that we file annual, quarterly and current reports, and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expenses and could divert management’s attention from our banking operations.

     Compliance with the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission will require us to certify the adequacy of our internal controls and procedures, which could require us to upgrade our systems, and/or hire additional staff, which will increase our operating costs.

We have never issued common stock and there is no guarantee that a liquid market will develop.

     We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be listed for trading on the Nasdaq Capital Market under the symbol “STND,” subject to completion of the offering and compliance with certain conditions, including the presence of at least three registered and active market makers. Stifel, Nicolaus & Company has advised us that it intends to make a market in shares of our common stock following the offering, but it is under no obligation to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, we may not be able to obtain such commitments. This would result in our common stock not being listed for trading on the Nasdaq Capital Market, which could reduce the liquidity of our common stock.

We may take other actions to meet the minimum required sales of shares if we cannot find enough purchasers in the subscription and community offerings. Such actions may reduce the net proceeds from the stock offering.

     If we do not sell enough shares to reach the minimum of the offering range through the subscription and community offerings, shares may be offered for sale to the general public in a syndicated community offering to be managed by Stifel, Nicolaus & Company, acting as our agent. The fee to be paid in connection with such an offering would be higher than the fee paid in the subscription and community offerings, which would increase the expenses associated with the stock offering and reduce the net proceeds. Specifically, Stifel, Nicolaus & Company will receive a fee of 1.0% of the aggregate dollar amount of the common stock sold in the subscription and community offerings, less shares acquired by our directors and executive officers, and our ESOP as well as the shares of common stock issued to the charitable foundation. If there is a syndicated community offering, Stifel, Nicolaus & Company will receive a fee not to exceed 6.0% of the aggregate dollar amount of the common stock sold in the syndicated community offering, less the amount of common stock already sold in the subscription and community offerings.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

     The summary financial information presented below is derived in part from the consolidated financial statements of Standard Mutual Holding Company and subsidiaries. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1. The information at September 30, 2009 and 2008 and for the years ended September 30, 2009 and 2008 is derived in part from the audited consolidated financial statements of Standard Mutual Holding Company that appear in this prospectus. The operating data for the six months ended March 31, 2010 and 2009 and the financial condition data at March 31, 2010 were not audited. However, in the opinion of management of Standard Mutual Holding Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. No adjustments were made other than normal recurring entries. The results of operations for the six months ended March 31, 2010 are not necessarily indicative of the results of operations that may be expected for the entire year.

		At March 31,				At September 30,
		2010				2009				2008				2007				2006				2005
		(unaudited)				(In thousands)
Selected Financial Condition Data:
Total assets		$	403,209			$	382,415			$	353,971			$	342,938			$	328,989			$	269,016
Cash and cash equivalents			25,130				12,420				18,817				18,143				21,485				14,695
Securities available for sale			70,023				69,244				28,949				26,240				40,361				77,363
Securities held to maturity			—				—				19,518				27,710				34,289				42,157
Loans receivable, net			277,148				270,769				257,551				243,742				205,653				119,288
Bank owned life insurance			9,244				9,080				8,756				8,424				8,106				7,805
Federal Home Loan Bank stock, at cost			3,416				3,416				3,335				2,488				1,939				2,271
Deposits			311,196				286,934				254,632				263,977				262,999				199,267
Federal Home Loan Bank advances			42,078				46,618				50,948				32,809				20,727				31,274
Securities sold under agreements to repurchase			2,905				3,866				3,537				3,990				4,655				232
Total net worth			43,561				42,168				38,695				39,444				37,844				36,374

		Six Months Ended
		March 31,								Years Ended September 30,
		2010				2009				2009				2008				2007				2006				2005
		(unaudited)								(In thousands)
Selected Operating Data:
Interest and dividend income		$	9,160			$	9,197			$	18,236			$	18,679			$	18,191			$	15,527			$	11,652
Interest expense			3,373				4,225				8,091				9,237				10,075				8,394				6,252
Net interest income			5,787				4,972				10,145				9,442				8,116				7,133				5,400
Provision for loan losses			429				547				1,100				316				—				—				—
Net interest and dividend income after provision for loan losses			5,358				4,425				9,045				9,126				8,116				7,133				5,400
Noninterest income			1,151				1,075				1,798				959				2,587				2,231				1,286
Noninterest expense			4,169				4,471				8,698				8,169				8,036				7,670				5,930
Income before income tax expense (benefit)			2,340				1,029				2,145				1,916				2,667				1,694				756
Income tax expense (benefit)			801				(254	)			1				776				607				264				(101	)
Net income		$	1,539			$	1,283			$	2,144			$	1,140			$	2,060			$	1,430			$	857

		At or For the Six Months
		Ended March 31,								At or For the Years Ended September 30,
		2010				2009				2009				2008				2007				2006				2005
Selected Financial Ratios and Other Data (1):
Performance Ratios:
Return on average assets (ratio of net income to average total assets)			0.79	%			0.72	%			0.58	%			0.33	%			0.62	%			0.46	%			0.33	%
Return on average equity (ratio of net income to average equity)			7.14	%			6.43	%			5.27	%			2.86	%			5.33	%			3.89	%			2.34	%
Interest rate spread (2)			3.11	%			2.92	%			2.88	%			2.83	%			2.50	%			2.40	%			1.98	%
Net interest margin (3)			3.20	%			3.03	%			2.99	%			2.98	%			2.66	%			2.54	%			2.22	%
Efficiency ratio (4)			60.09	%			73.94	%			72.83	%			78.54	%			75.08	%			81.91	%			88.69	%
Noninterest expense to average total assets			2.13	%			2.50	%			2.36	%			2.37	%			2.43	%			2.47	%			2.28	%
Average interest-earning assets to average interest-bearing liabilities			104.70	%			104.38	%			104.45	%			104.94	%			104.94	%			104.75	%			109.65	%
Asset Quality Ratios:
Non-performing assets to total assets			0.41	%			0.46	%			0.61	%			0.51	%			0.26	%			0.21	%			0.13	%
Non-performing loans to total loans			0.60	%			0.66	%			0.86	%			0.71	%			0.36	%			0.34	%			0.30	%
Allowance for loan losses to non-performing loans			627.67	%			152.28	%			233.08	%			150.17	%			294.65	%			355.81	%			435.84	%
Allowance for loan losses to total loans			1.23	%			0.99	%			1.12	%			0.93	%			0.97	%			1.16	%			1.31	%
Net charge-offs to average loans			0.02	%			0.14	%			0.17	%			0.10	%			0.02	%			0.08	%			0.02	%
Capital Ratios:
Total capital (to risk-weighted assets)			14.68	%			14.54	%			14.30	%			14.59	%			14.60	%			15.20	%			26.90	%
Tier I capital (to risk-weighted assets)			13.43	%			13.40	%			13.05	%			13.48	%			13.10	%			13.50	%			25.00	%
Tier I capital (to average assets)			8.37	%			8.41	%			8.47	%			8.61	%			8.50	%			7.90	%			12.70	%
Equity to assets			10.80	%			10.77	%			11.03	%			10.93	%			11.50	%			11.50	%			13.52	%
Tangible equity to tangible assets			8.60	%			8.38	%			8.69	%			8.35	%			8.81	%			8.62	%			13.47	%
Other Data:
Number of offices			10				10				10				10				10				11				7
Full time equivalent employees			89				86				89				89				93				91				67

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:

	•		statements of our goals, intentions and expectations;
	•		statements regarding our business plans, prospects, growth and operating strategies;
	•		statements regarding the asset quality of our loan and investment portfolios; and
	•		estimates of our risks and future costs and benefits.

     These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this prospectus.

     The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

	•		general economic conditions, either nationally or in our market areas, that are worse than expected;
	•		competition among depository and other financial institutions;
	•		inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;
	•		adverse changes in the securities markets;
	•		changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
	•		our ability to enter new markets successfully and capitalize on growth opportunities;
	•		our ability to successfully integrate acquired entities, if any;
	•		changes in consumer spending, borrowing and savings habits;
	•		changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;
	•		changes in our organization, compensation and benefit plans;

	•		changes in our financial condition or results of operations that reduce capital available to pay dividends; and
	•		changes in the financial condition or future prospects of issuers of securities that we own.

     Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Please see “Risk Factors” beginning on page 16.

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

     Although we cannot determine what the actual net proceeds from the sale of the shares of common stock in the offering will be until the offering is completed, we anticipate that the net proceeds will be between $24.1 million and $33.1 million, or $38.2 million if the offering range is increased by 15%.

     We intend to distribute the net proceeds from the stock offering as follows:

		Based Upon the Sale at $10.00 Per Share of
		2,550,000 Shares								3,000,000 Shares								3,450,000 Shares								3,967,500 Shares (1)
						Percent								Percent								Percent								Percent
						of Net								of Net								of Net								of Net
		Amount				Proceeds				Amount				Proceeds				Amount				Proceeds				Amount				Proceeds
		(Dollars in thousands)
Stock offering proceeds		$	25,500							$	30,000							$	34,500							$	39,675
Less offering expenses			1,356								1,398								1,439								1,486
Net offering proceeds (2)		$	24,144				100.0	%		$	28,602				100.0	%		$	33,061				100.0	%		$	38,189				100.0	%
Use of net proceeds:
To Standard Bank		$	12,072				50.0	%		$	14,301				50.0	%		$	16,531				50.0	%		$	19,095				50.0	%
Cash contributed to foundation		$	200				0.8	%		$	200				0.7	%		$	200				0.6	%		$	200				0.5	%
To fund loan to employee stock ownership plan		$	2,111				8.7	%		$	2,484				8.6	%		$	2,857				8.6	%		$	3,285				8.6	%
Retained by Standard		$	9,761				40.5	%		$	11,617				40.7	%		$	13,474				40.8	%		$	15,610				40.9	%

     Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of Standard Bank’s deposits. The net proceeds may vary because the total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription and community offerings.

     Standard Financial Corp. may use the proceeds it retains from the offering:

	•		to invest in securities issued by the U.S. Government, U.S. Government agencies and/or U.S. Government sponsored enterprises, mortgage-backed securities and equities, collateralized mortgage obligations and municipal securities;
	•		to finance the acquisition of financial institutions or other financial service companies;
	•		to pay cash dividends to stockholders;
	•		to repurchase shares of our common stock; and
	•		for other general corporate purposes.

     With the exception of the funding of the loan to the employee stock ownership plan, Standard Financial Corp. has not quantified its plans for use of the offering proceeds for each of the foregoing

purposes. Initially, we intend to invest a substantial portion of the net proceeds in short-term investments, investment-grade debt obligations and mortgage-backed securities.

     Standard Financial Corp. also intends to contribute $200,000 in cash and a number of shares of common stock with a value equal to 3.5% of the shares sold in the offering . Initially, a substantial portion of the net proceeds will be invested in short-term investments, investment-grade debt obligations and mortgage-backed securities.

     Under current regulations as implemented by the Pennsylvania Department of Banking and the Federal Reserve Board regulations, we may not repurchase shares of our common stock during the first year following the conversion, except to fund equity benefit plans other than stock options or except when extraordinary circumstances exist and with prior regulatory approval.

     Standard Bank may use the net proceeds it receives from the offering:

	•		to expand its banking franchise by establishing or acquiring new branches, or by acquiring other financial institutions or other financial services companies;
	•		to fund new loans;
	•		to repay borrowings;
	•		to invest in mortgage-backed securities and collateralized mortgage obligations, and debt securities issued by the U.S. Government, U.S. Government agencies and/or U.S. Government sponsored enterprises; and
	•		for other general corporate purposes.

     Standard Bank has not quantified its plans for use of the offering proceeds for each of the foregoing purposes. Our short-term and long-term growth plans anticipate that, upon completion of the offering, we will experience growth through increased lending and investment activities and, possibly, acquisitions. We currently have no understandings or agreements to acquire other banks, thrifts, or other financial services companies. There can be no assurance that we will be able to consummate any acquisition.

     Initially, the net proceeds we retain will be invested in short-term investments, investment-grade debt obligations and mortgage-backed securities.

OUR POLICY REGARDING DIVIDENDS

     Following completion of the stock offering, our Board of Directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the payment of dividends. In determining whether to pay a cash dividend and the amount of such cash dividend, the Board of Directors is expected to take into account a number of factors, including capital requirements, our consolidated financial condition and results of operations, tax considerations, statutory and regulatory limitations and general economic conditions. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by Pennsylvania Department of Banking policy and regulations, may be paid in addition to, or in lieu of, regular cash dividends. We will file a consolidated tax return with Standard Bank. Accordingly, it is anticipated that any cash distributions made by us to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state tax purposes. Additionally, pursuant to Pennsylvania Department of Banking regulations, during the three-year period following the stock offering, we will not take any action to declare an extraordinary dividend to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

     Pursuant to our Certificate of Incorporation, we are authorized to issue preferred stock. If we issue preferred stock, the holders thereof may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see “Description of Capital Stock—Common Stock.” Initially, dividends we can declare and pay will depend upon the proceeds retained from the stock offering and the earnings received from the investment of those proceeds. In the future, dividends will depend in large part upon receipt of dividends from Standard Bank, because we expect to have limited sources of income other than dividends from Standard Bank and interest payments received in connection with the loan to the employee stock ownership plan. A regulation of the Pennsylvania Department of Banking imposes limitations on “capital distributions” by savings institutions. See “Supervision and Regulation—Banking Regulation—Capital Distributions.”

     Any payment of dividends by Standard Bank to us that would be deemed to be drawn out of Standard Bank’s bad debt reserves, if any, would require a payment of taxes at the then-current tax rate by Standard Bank on the amount of earnings deemed to be removed from the reserves for such distribution. Standard Bank does not intend to make any distribution to us that would create such a federal tax liability. See “Taxation—Federal Taxation” and “—State Taxation.”

MARKET FOR THE COMMON STOCK

     We have never issued capital stock and there is no established market for our shares of common stock. We expect that our shares of common stock will be listed for trading on the Nasdaq Capital Market under the symbol “STND,” subject to completion of the offering and compliance with certain conditions, including the presence of at least three registered and active market makers. Stifel, Nicolaus & Company has advised us that it intends to make a market in shares of our common stock following the offering, but it is under no obligation to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, there can be no assurance that we will be successful in obtaining such commitments.

     The development and maintenance of a public market, having the desirable characteristics of depth, liquidity and orderliness, depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of shares of our common stock at any particular time may be limited, which may have an adverse effect on the price at which shares of our common stock can be sold. There can be no assurance that persons purchasing the shares of common stock will be able to sell their shares at or above the $10.00 offering purchase price per share. You should have a long-term investment intent if you purchase shares of our common stock and you should recognize that there may be a limited trading market in the shares of common stock.

HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

     At March 31, 2010, Standard Bank exceeded all of the applicable regulatory capital requirements. The table below sets forth the historical equity capital and regulatory capital of Standard Bank at March 31, 2010, and the pro forma regulatory capital of Standard Bank, after giving effect to the sale of shares of common stock at a $10.00 per share purchase price. The table assumes the receipt by Standard Bank of 50% of the net offering proceeds. See “How We Intend to Use the Proceeds from the Offering.”

		Standard Bank
		Historical at March								Pro Forma at March 31, 2010, Based Upon the Sale in the Offering of (1)
		31, 2010								2,550,000 Shares								3,000,000 Shares								3,450,000 Shares								3,967,500 Shares (2)
						Percent of								Percent of								Percent of								Percent of								Percent of
		Amount				Assets (3)				Amount				Assets (3)				Amount				Assets (3)				Amount				Assets (3)				Amount				Assets (3)
		(Dollars in thousands)
Equity (1)		$	43,013				10.67	%		$	51,918				12.51	%		$	53,588				12.84	%		$	55,259				13.17	%		$	57,180				13.55	%
Tier 1 leverage capital		$	32,365				8.44	%		$	41,270				10.43	%		$	42,940				10.79	%		$	44,611				11.15	%		$	46,532				11.56	%
Tier 1 leverage requirement (4)			19,175				5.00				19,778				5.00				19,890				5.00				20,001				5.00				20,129				5.00
Excess		$	13,190				3.44	%		$	21,492				5.43	%		$	23,050				5.79	%		$	24,610				6.15	%		$	26,403				6.56	%
Tier 1 risk-based capital (5)		$	32,365				13.23	%		$	41,270				16.70	%		$	42,940				17.35	%		$	44,611				17.99	%		$	46,532				18.72	%
Risk-based requirement			14,682				6.00				14,826				6.00				14,853				6.00				14,880				6.00				14,911				6.00
Excess		$	17,683				7.23	%		$	26,444				10.70	%		$	28,087				11.35	%		$	29,731				11.99	%		$	31,621				12.72	%
Total risk-based capital (5)		$	35,431				14.48	%		$	44,336				17.94	%		$	46,006				18.58	%		$	47,677				19.22	%		$	49,598				19.96	%
Risk-based requirement			24,469				10.00				24,711				10.00				24,755				10.00				24,800				10.00				24,851				10.00
Excess		$	10,962				4.48	%		$	19,625				7.94	%		$	21,251				8.58	%		$	22,877				9.22	%		$	24,747				9.96	%
Reconciliation of capital infused into Standard Bank:
Net proceeds										$	12,072							$	14,301							$	16,531							$	19,094
Less: Common stock acquired by employee stock ownership plan											(2,111	)							(2,484	)							(2,857	)							(3,285	)
Less: Common stock acquired by the stock-based incentive plan											(1,056	)							(1,242	)							(1,428	)							(1,643	)
Pro forma increase										$	8,905							$	10,575							$	12,246							$	14,166

CAPITALIZATION

     The following table presents the historical consolidated capitalization of Standard Mutual Holding Company at March 31, 2010 and the pro forma consolidated capitalization of Standard Financial Corp., after giving effect to the conversion and the offering, based upon the assumptions set forth in the “Pro Forma Data” section.

		Standard
		Mutual Holding				Standard Financial Corp. Pro Forma,
		Company				Based Upon the Sale in the Offering at $10.00 per Share of
		Historical at				2,550,000				3,000,000				3,450,000				3,967,500
		March 31, 2010				Shares				Shares				Shares				Shares (1)
		(Dollars in thousands)
Deposits (2)		$	311,196			$	311,196			$	311,196			$	311,196			$	311,196
Borrowings			44,983				44,983				44,983				44,983				44,983
Total deposits and borrowed funds		$	356,179			$	356,179			$	356,179			$	356,179			$	356,179
Stockholders’ equity:
Preferred stock $0.01 par value, 10,000,000 shares authorized; none issued or outstanding		$	—			$	—			$	—			$	—			$	—
Common stock $0.01 par value, 40,000,000 shares authorized; assuming shares outstanding as shown (3)(4)			—				26				31				36				41
Additional paid-in capital (4)			—				25,010				29,621				34,233				39,536
Retained earnings (5)			42,675				42,675				42,675				42,675				42,675
Less:
Accumulated other comprehensive income			886				886				886				886				886
After-tax expense of contribution to charitable foundation (6)			—				(719	)			(823	)			(926	)			(1,045	)
Common stock to be acquired by employee stock ownership plan (7)			—				(2,111	)			(2,484	)			(2,857	)			(3,285	)
Common stock to be acquired by stock-based benefit plans (8)			—				(1,056	)			(1,242	)			(1,428	)			(1,643	)
Total stockholders’ equity		$	43,561			$	64,711			$	68,665			$	72,619			$	77,165
Pro forma shares outstanding:
Shares issued to charitable foundation			—				89,250				105,000				120,750				138,863
Shares offered for sale			—				2,550,000				3,000,000				3,450,000				3,967,500
Total shares outstanding			—				2,639,250				3,105,000				3,570,750				4,106,363
Total stockholders’ equity as a percentage of total assets (2)			10.80	%			15.25	%			16.03	%			16.80	%			17.67	%
Tangible equity as a percent of assets			8.40	%			12.96	%			13.76	%			14.55	%			15.44	%

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PRO FORMA DATA

     The following tables summarize historical data of Standard Mutual Holding Company and pro forma data of Standard Financial Corp. at and for the six months ended March 31, 2010 and at and for the fiscal year ended September 30, 2009. This information is based on assumptions set forth below and in the table, and should not be used as a basis for projections of market value of the shares of common stock following the conversion and offering.

     The net proceeds in the tables are based upon the following assumptions:

	•		all shares of common stock will be sold in the subscription offering;
	•		160,000 shares of common stock will be purchased by our executive officers and directors, and their associates;
	•		our employee stock ownership plan will purchase 8% of the shares of common stock sold in the stock offering and contributed to the charitable foundation with a loan from Standard Financial Corp. The loan will be repaid in substantially equal payments of principal and interest (at the prime rate of interest, adjusted annually) over a period of 20 years. Interest income that Standard Financial Corp. will earn on the loan will offset the interest paid on the loan by Standard Bank;
	•		Stifel, Nicolaus & Company will receive a fee equal to 1.0% of the dollar amount of the shares of common stock sold in the subscription offering. Shares purchased by our employee benefit plans or by our officers, directors and employees, and their immediate families and shares issued to our charitable foundation will not be included in calculating the shares of common stock sold for this purpose; and
	•		expenses of the stock offering, other than fees and expenses to be paid to Stifel, Nicolaus & Company, will be $948,500.

     We calculated pro forma consolidated net income for the six months ended March 31, 2010 and the fiscal year ended September 30, 2009 as if the estimated net proceeds we received had been invested at an assumed interest rate of 2.55% (1.68% on an after-tax basis). This represents the yield on the five-year U.S. Treasury Note as of March 31, 2010, which, in light of current market interest rates, we consider to more accurately reflect the pro forma reinvestment rate than the arithmetic average of the weighted average yield earned on our interest earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate generally utilized by Pennsylvania Department of Banking and the Federal Reserve Board regulations.

     We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of consolidated net income and stockholders’ equity by the indicated number of shares of common stock. We adjusted these figures to give effect to the shares of common stock purchased by the employee stock ownership plan. We computed per share amounts for each period as if the shares of common stock were outstanding at the beginning of each period, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.

     The pro forma tables give effect to the implementation of one or more stock-based benefit plans. Subject to the receipt of stockholder approval, we have assumed that the stock-based benefit plans will acquire for restricted stock awards a number of shares of common stock equal to 4% of our outstanding

shares of common stock at the same price for which they were sold in the stock offering. We assume that shares of common stock are granted under the plans in awards that vest over a five-year period.

     We have also assumed that the stock-based benefit plans will grant options to acquire shares of common stock equal to 10% of our outstanding shares of common stock sold in the stock offering and issued to the charitable foundation. In preparing the tables below, we assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $2.97 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model assumed an estimated volatility rate of 23.90% for the shares of common stock, a dividend yield of 2.0%, an expected option life of 10 years and a risk-free interest rate of 3.84%. Because there is currently no market for our shares of common stock, the assumed expected volatility is based on the SNL Securities index for all publicly-traded thrift institutions and their holding companies. The dividend yield reflects the average dividend yield for publicly traded thrifts.

     We may grant options and award shares of common stock under one or more stock-based benefit plans in excess of 10% and 4%, respectively, of our total outstanding shares if the stock-based benefit plans are adopted more than one year following the stock offering. In addition, we may grant options and award shares that vest sooner than over a five-year period if the stock-based benefit plans are adopted more than one year following the stock offering.

     As discussed under “How We Intend to Use the Proceeds from the Stock Offering,” we intend to contribute at least 50% of the net proceeds from the stock offering to Standard Bank, and we will retain the remainder of the net proceeds from the stock offering. We will use a portion of the proceeds we retain for the purpose of making a loan to the employee stock ownership plan and retain the rest of the proceeds for future use.

     The pro forma table does not give effect to:

	•		withdrawals from deposit accounts for the purpose of purchasing shares of common stock in the stock offering;
	•		our results of operations after the stock offering; or
	•		changes in the market price of the shares of common stock after the stock offering.

     The following pro forma information may not represent the financial effects of the stock offering at the date on which the stock offering actually occurs and you should not use the table to indicate future results of operations. Pro forma stockholders’ equity represents the difference between the stated amount of our assets and liabilities, computed in accordance with GAAP. We did not increase or decrease stockholders’ equity to reflect the difference between the carrying value of loans and other assets and their market value. Pro forma stockholders’ equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Pro forma stockholders’ equity does not give effect to the impact of intangible assets, the liquidation account we will establish in the conversion or tax bad debt reserves in the unlikely event we are liquidated.

		At or For the Six Months Ended March 31, 2010
		Based Upon the Sale at $10.00 Per Share of
		2,550,000				3,000,000				3,450,000				3,967,500
		Shares				Shares				Shares				Shares (1)
		(Dollars in thousands, except per share amounts)
Gross proceeds of stock offering		$	25,500			$	30,000			$	34,500			$	39,675
Market value of shares issued to charitable foundation			893				1,050				1,208				1,389
Pro forma market capitalization		$	26,393			$	31,050			$	35,708			$	41,064
Gross proceeds of stock offering		$	25,500			$	30,000			$	34,500			$	39,675
Less: expenses			1,356				1,398				1,439				1,486
Estimated net proceeds			24,144				28,602				33,061				38,189
Less: Common stock purchased by ESOP (2)			(2,111	)			(2,484	)			(2,857	)			(3,285	)
Less: Cash contribution to charitable foundation			(200	)			(200	)			(200	)			(200	)
Less: Common stock awarded under stock-based benefit plans (3)			(1,056	)			(1,242	)			(1,428	)			(1,643	)
Estimated net cash proceeds		$	20,777			$	24,676			$	28,576			$	33,061
For the Six Months Ended March 31, 2010
Consolidated net income:
Historical		$	1,539			$	1,539			$	1,539			$	1,539
Pro forma income on net proceeds			175				208				240				277
Pro forma ESOP adjustment(2)			(35	)			(41	)			(47	)			(54	)
Pro forma stock award adjustment (3)			(70	)			(82	)			(94	)			(108	)
Pro forma stock option adjustment (4)			(72	)			(84	)			(97	)			(112	)
Pro forma net income		$	1,537			$	1,540			$	1,541			$	1,542
Per share net income:
Historical		$	0.63			$	0.54			$	0.47			$	0.41
Pro forma income on net proceeds			0.07				0.07				0.07				0.07
Pro forma ESOP adjustment (2)			(0.01	)			(0.01	)			(0.01	)			(0.01	)
Pro forma stock award adjustment (3)			(0.03	)			(0.03	)			(0.03	)			(0.03	)
Pro forma stock option adjustment (4)			(0.03	)			(0.03	)			(0.03	)			(0.03	)
Pro forma net income per share (5)		$	0.63			$	0.54			$	0.47			$	0.41
Stock price as a multiple of pro forma net income per share			7.94	x			9.26	x			10.64	x			12.20	x
Number of shares outstanding for pro forma net net income per share calculations (5)			2,433,389				2,862,810				3,292,232				3,786,066
At March 31, 2010
Stockholders’ equity:
Historical		$	43,561			$	43,561			$	43,561			$	43,561
Estimated net proceeds			24,144				28,602				33,061				38,189
Stock contribution to charitable foundation			893				1,050				1,208				1,389
Tax benefit of contribution of charitable foundation			374				428				481				543
Less: Common stock acquired by ESOP (2)			(2,111	)			(2,484	)			(2,857	)			(3,285	)
Less: Common stock awarded under stock-based benefit plans (3) (4)			(1,056	)			(1,242	)			(1,428	)			(1,643	)
Less: After-tax effect of contribution to charitable foundation			(1,093	)			(1,250	)			(1,408	)			(1,589	)
Pro forma stockholders’ equity (6)			64,711				68,665				72,619				77,165
Intangible assets			(9,708	)			(9,708	)			(9,708	)			(9,708	)
Pro form tangible stockholders equity		$	55,003			$	58,957			$	62,911			$	67,457
Stockholders’ equity per share:
Historical		$	16.50			$	14.02			$	12.20			$	10.61
Estimated net proceeds			9.15				9.21				9.26				9.30
Stock contribution to charitable foundation			0.34				0.34				0.34				0.34
Tax benefit of contribution to charitable foundation			0.14				0.14				0.13				0.13
Less: Common stock acquired by ESOP (2)			(0.80	)			(0.80	)			(0.80	)			(0.80	)
Less: Common stock awarded under stock-based benefit plans (3) (4)			(0.40	)			(0.40	)			(0.40	)			(0.40	)
Less: After-tax effect of contribution to charitable foundation			(0.41	)			(0.40	)			(0.39	)			(0.39	)
Pro forma stockholders’ equity per share (6)			24.52				22.11				20.34				18.79
Intangible assets			(3.68	)			(3.13	)			(2.72	)			(2.36	)
Pro forma tangible stockholders equity		$	20.84			$	18.98			$	17.62			$	16.43
Offering price as percentage of equity per share			40.78	%			45.23	%			49.16	%			53.22	%
Offering price as percentage of tangible equity per share			47.98	%			52.69	%			56.75	%			60.86	%
Number of shares outstanding for pro forma book value per share calculations (7)			2,639,250				3,105,000				3,570,750				4,106,363