Early Retirement, Resignation And Release Agreement

EXHIBIT 10.5 DONALD J. STEPHENS EARLY RETIREMENT, RESIGNATION
AND RELEASE AGREEMENT THIS AGREEMENT is made as of March 22, 2006, between WAUWATOSA SAVINGS BANK (the " Bank" ) and DONALD J. STEPHENS (the " Executive" ). WHEREAS, the Executive is currently employed as Chairman and Chief Executive Officer of the Bank and its holding companies, Wauwatosa Holdings, Inc. and Lamplighter Financial MHC (together the " Company" ), and WHEREAS, the Executive and the Bank are parties to the Wauwatosa Savings Bank Supplemental Retirement Benefit Plan, dated as of July 13, 1999 (the " SERP" ), which provides the Executive with certain benefits upon termination of his employment; WHEREAS, the Executive and the Bank are parties to the Employment Agreement, dated as of October 4, 2005 (the " Employment Agreement" ), which governs the terms of the Executive' s current employment relationship with the Bank; WHEREAS, the Executive is currently a participant in the Wauwatosa Savings Bank Employee Stock Ownership Plan (the " ESOP" ); and WHEREAS, the Bank and the Executive have had discussions regarding the possible resignation by the Executive in an orderly fashion providing for reasonable management succession and the terms and conditions that would be applicable; and WHEREAS, the parties wish to enter into this Agreement to finalize all such terms and conditions. NOW, THEREFORE, in consideration of the Executive' s past and future service and of the mutual promises herein made and other good and valuable consideration, the parties agree as follows: 1. Early Retirement and Resignation . The Executive hereby resigns from all positions (including, but not limited to, directorships) with the Bank, the Company and their affiliates and subsidiaries, and retires as an employee of the Bank, effective as of December 31, 2006 (the " Early Retirement and Resignation Date" ). The Bank, the Company and their affiliates and subdivisions hereby accept such resignation effective as of the Early Retirement and Resignation Date. The Executive shall continue to receive his current base salary and all benefits to which he is entitled as a full-time


executive employee of the Bank until the Early Retirement and Resignation Date, including but not limited to, consideration for a 2006 year end bonus reasonably commensurate with past bonus awards and taking into consideration the additional contributions of the Executive in coordinating the transition of Bank and Company management. Any such bonus shall be paid in January 2007. The parties agree that the Bank or its affiliates may alter and reduce the Executive' s duties at any time from the date hereof to the Early Retirement and Resignation Date, but that any such reduction in duties will not constitute a violation of the Employment Agreement nor affect the amounts owed to Executive under this paragraph 1 or the remainder of this Agreement. 2. Employment Agreement . The parties to this Agreement acknowledge and agree that the Executive' s resignation shall be treated as a voluntary termination pursuant to Section 2.4 of the Employment Agreement and that Executive shall be due the benefits set forth therein. The parties further acknowledge that the Employment Agreement shall continue in full force and effect following the execution of this Agreement and that, upon and after the Early Retirement and Resignation Date, Executive shall continue to be subject to the provisions of the Employment Agreement that by their terms survive his termination of employment, including, but not limited to, the provisions of Article III of the Employment Agreement regarding Executive' s noncompetition and confidentiality obligations. 3. SERP . The parties to this Agreement acknowledge and agree that notwithstanding the fact that Executive will not have attained his " Early Retirement Date" as of his resignation from employment with the Bank, the Executive shall be due benefits pursuant to Section 3.1 of the SERP as if he had attained his Early Retirement Date. The parties further acknowledge tha ...