Audit Committee Charter of Anchor BanCorp Wisconsin Inc.

Audit Committee's Membership and Qualifications

The committee shall be appointed by the board of directors and be comprised of at least three directors, each of whom shall (1) meet the independence requirements of the NASDAQ Stock Market, the SEC and other applicable law, (2) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and (3) have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement and cash flow statement. In addition, at least one member of the audit committee must be an audit committee financial expert within the meaning of the SEC's rules, which is a person who has the following attributes:

(a) an understanding of generally accepted accounting principles (GAAP) and financial statements;

(b) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves;

(c) experience in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in those activities;

(d) an understanding of internal control over financial reporting; and

(e) an understanding of audit committee functions.

The audit committee financial expert shall have attained these attributes through:

(1) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

(2) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

(3) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

(4) other relevant experience.

Each member of the committee shall be free from any relationship that would interfere with the exercise of his or her independent judgment in carrying out his or her responsibilities as a member of the committee.

General Purposes and Powers of the Audit Committee

The audit committee's primary purpose is to provide assistance to the board of directors in fulfilling their oversight responsibility to the shareholders, potential shareholders, the investment community and others relating to: the Company's financial statements; the financial reporting process; the systems of internal accounting and financial controls; the performance of the Company's internal audit function and independent registered public accounting firm; the independent registered public accounting firm's qualifications and independence; and the Company's compliance with ethics policies and legal and regulatory requirements. In so doing, it is the responsibility of the committee to maintain and foster free and open communication among the committee, independent registered public accounting firm, the internal auditors and management of the Company.

The audit committee is empowered to appoint, compensate and oversee the work of the Company's independent registered public accounting firm and to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the authority to engage and retain independent counsel and other advisors as it determines necessary to carry out its duties. The audit committee is also empowered to determine and provide for the payment of compensation to the Company's independent registered public accounting firm and to such counsel and other advisors as the committee deems necessary or appropriate.

Responsibilities, Processes and Duties of the Audit Committee

In carrying out its responsibilities, the audit committee shall:

• Review and reassess the adequacy of this charter at least annually, submit the charter to the board of directors for approval and have the charter published at least every three years in accordance with SEC regulations.
  
• In its capacity as a committee of the board of directors, be directly responsible for the selection of the independent registered public accounting firm to audit the financial statements of the company and its subsidiaries.
  
• In its capacity as a committee of the board of directors, be directly responsible for the selection of the independent registered public accounting firm to express an opinion on the effectiveness of the Company's internal controls over financial reporting, and to express an opinion on management's assessment of the effectiveness of its internal controls over financial reporting.
  
• At least annually, review the independence of the independent registered public accounting firm, including its provision of permissible non-audit services and any other relationships with the Company that could impact its objectivity or independence and its compliance with all applicable audit partner rotation requirements, and present to the board of directors the audit committee's conclusions with respect to the independence of the outside auditing firm.
  
• Receive, review and discuss with representatives from the Company's independent registered public accounting firm on an annual basis a written statement from the independent registered public accounting firm containing all matters required by Independence Standards Board Standard 1 including a delineation of all significant relationships which the independent registered public accountants have with the Company that could impair their independence or impact their objectivity.
  
• Discuss with the internal auditors and the representatives from the Company's independent registered public accounting firm the overall scope and plans for their respective audits including the adequacy of staffing and, with respect to the independent registered public accounting firm, the annual audit fee.
  
• Meet with the representatives of the independent registered public accounting firm and financial management of the Company to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including:
  • the auditor's report of critical accounting policies and practices;
  • alternative disclosures and treatments of financial information within generally accepted accounting principles, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent registered public accounting firm; and
  • other material written communications between the independent registered public accounting firm and Company management, such as any management letter or schedule of unadjusted differences.
    
• Approve in advance all permitted non-audit services provided by the independent registered public accounting firm, subject to the de minimus exceptions to pre-approval permitted for non-audit services.
  
• Approve the fees to be paid to the independent registered public accounting firm for audit and non-audit services.
  
• Review and discuss any disclosures in the periodic reports of the Company's principal executive officer and principal financial officer regarding:
  • any significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data, including any material weaknesses in internal controls; and
  • any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls.
    
• Review and discuss with the representatives of the Company's independent registered public accounting firm, the Company's internal auditor, and financial and appropriate accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company, including the Company's system to monitor and manage business risk and any legal and ethical compliance programs.
  
• Review and discuss the adequacy and effectiveness of the Company's disclosure controls and procedures and management's reports thereon.
  
• Establish and maintain procedures for :
  • the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
  • the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
    
• Meet, at least annually, separately with the internal auditors and the independent registered public accountants, with and without management present, to discuss the results of their examinations.
  
• Review and approve of all related party transactions, subject to any exceptions permitted by NASDAQ rules.
  
• On a quarterly basis, prior to the Company filing required SEC Forms 10-Q or Form 10-K and prior to announcing quarterly earnings, the committee Chairperson will hold a teleconference meeting with the Company CFO and an appropriate representative of the independent registered public accounting firm, to review and discuss the financial statements reflected in such filings.
  
• Review the internal audit function of the Company, including the independence and authority of its reporting obligations, the proposed audit plans for the coming year, and coordination of such plans with the independent auditors.
  
• Review the financial statements contained in the Company's Form 10-K and in its Annual Report to shareholders with management and representatives from the Company's independent registered public accounting firm to determine that the independent registered public accounting firm is satisfied with the disclosure and content of the financial statements to be presented. Discuss any material financial or non-financial arrangements of the Company that do not appear on the Company's financial statements. Any changes in accounting principles should be reviewed. Recommend to the board of directors whether the financial statements should be included in the Form 10-K.
  
• Submit the minutes of all meetings of the audit committee to, or discuss the matters considered at each committee meeting with, the board of directors.
  
• Prepare the report required by the SEC to be included in the Company's annual proxy statement.
  
• Investigate any matter brought to its attention within the scope of its duties.

Nominating Committee Charter of Anchor BanCorp Wisconsin Inc.

Charter of the Nominating & Corporate Governance Committee of the Board of Directors of Anchor BanCorp Wisconsin Inc.

I. PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the "Committee") is to provide assistance to the Board of Directors of Anchor BanCorp Wisconsin, Inc. (the "Corporation") in the selection of candidates for election to the Board of Directors, including identifying, as necessary, new candidates who are qualified to serve as directors of the Corporation, recommending to the Board of Directors the candidates for election to the Board, developing, and recommending to the Board, and thereafter periodically reviewing, the Corporate Governance Guidelines and principles applicable to the Corporation, and monitoring and advising the Board on corporate governance matters and practices.

II. COMMITTEE COMPOSITION

The Committee is established pursuant to Section 4.10 of the By-Laws of the Corporation. The members of the Committee and its Chairperson are appointed annually by the Board, based on the recommendation of the Committee, and serve until their successors are duly elected and qualified. The Committee will consist of no fewer than three members, each of whom fully satisfy the independence requirements of the Nasdaq Stock Market ("Nasdaq") and shall meet any other standards of independence as may be prescribed for purposes of any federal securities or other laws relating to the Committee's duties and responsibilities.

III. AUTHORITY

The Committee may delegate to its Chairperson such power and authority as the Committee deems to be appropriate, except such powers and authority required by law to be exercised by the whole Committee or by a subcommittee, which the Committee has the authority to form and delegate to, consisting of one or more Committee members, when appropriate. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify Director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

IV. MEETINGS

The Committee shall meet as often as the Committee or the Committee Chairperson determines, but not less frequently than annually. The Committee may conduct its business and affairs at any time or location it deems appropriate. Attendance and participation in a meeting may take place by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Any action to be taken at any meeting of the Committee may be taken without a meeting, if all members of the Committee consent thereto in writing and such writing or writings are filed with the minutes of the Committee. All decisions of the Committee shall be determined by an affirmative vote of the majority of members in attendance. A quorum of the Committee shall be established when a majority of the members of the Committee are present.

V. RESPONSIBILITIES OF THE COMMITTEE

The following activities are set forth as a guide with the understanding that the Committee may diverge from this guide in accordance with applicable law.

A. Directorship Management

a. The Committee shall establish guidelines for selecting candidates for election to the Board of Directors, and periodically review and amend such guidelines as the Committee deems necessary or appropriate. (Guidelines are attached as Appendix A.)

b. The Committee shall identify, as necessary, potential candidates for nomination as Directors, in such manner as the Committee deems appropriate.

c. The Committee shall review the qualifications of candidates for Board memberships, including candidates nominated by shareholders in accordance with the Corporation's By-Laws.

d. The Committee shall recommend to the Board the number of Directors to be elected and a slate of nominees for election as Directors at the Corporation's annual meeting of shareholders, including candidates nominated by shareholders in accordance with the Corporation's By-Laws.

e. The Committee shall recommend to the Board persons to be appointed as Directors in the interval between annual meetings of the Corporation's shareholders.

f. The Committee shall recommend to the Board standards for determining outside director independence consistent with the requirements of the Nasdaq and other legal or regulatory corporate governance requirements and review and assess these standards on a periodic ongoing basis. Such standards are included as part of the Corporate Governance Guidelines.

g. The Committee shall review the qualifications and independence of the members of the Board and its various committees on a periodic basis and make any recommendations the Committee members may deem appropriate from time to time concerning any recommended changes in the composition of the Board and its committees.

h. The Committee shall confirm that the Corporation has provided for director orientation and has established a means by which directors can obtain continuing education.

B. Corporate Governance Management

a. The Committee, in consultation with the Chairman of the Board, shall recommend to the Board such changes to the Board's committee structure and committee functions as the Committee deems advisable.

b. The Committee shall confirm that each standing committee of the Board has a charter in effect and that such charter is reviewed at least annually by its committee.

c. The Committee shall review shareholder proposals duly and properly submitted to the Corporation and recommend appropriate action to the Board.

d. The Committee shall review any proposed amendments to the Corporation's Articles of Incorporation and By-Laws and recommend appropriate action to the Board.

e. The Committee shall review and assess the Corporation's compliance with the corporate governance requirements established by the Nasdaq and the requirements established under the Sarbanes-Oxley Act of 2002, by federal banking laws and regulations, or otherwise as applicable to each of the Corporation and its subsidiaries and controlled affiliates.

f. The Committee shall monitor the Board's and the Corporation's compliance with any commitments made to the Corporation's regulators or otherwise regarding changes in corporate governance practices.

g. The Committee shall recommend to the Board such additional actions related to corporate governance matters, as the Committee may deem necessary or advisable from time to time.

C. Annual Evaluation

a. The Committee shall review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter.

D. General

a. The Committee shall report regularly to the Board on its activities.

b. The Committee shall maintain minutes of its meetings and records relating to those meetings and the Committee's activities.

c. Unless the Committee member has knowledge that makes reliance unwarranted, Committee members, in discharging their duties to the Corporation, may rely on information, opinions, reports, or statements, any of which may be written or oral, formal or informal, including financial statements, valuation reports, and other financial data, if prepared or presented by: (a) one or more officers or employees of the Corporation whom the Committee member believes in good faith to be reliable and competent in the matters presented; (b) legal counsel, independent auditors, or other persons as to matters which the Committee member believes in good faith to be within the professional or expert competence of such person; or (c) another committee of the Board of which the Committee member is not a member if the Committee member believes in good faith that such committee merits confidence.

APPENDIX A

Guidelines for selecting Board of Directors Candidates of Anchor BanCorp Wisconsin Inc.

In considering possible candidates for election as a director, the Nominating and Corporate Governance Committee and the other directors should recognize that the contribution of the Board of Directors will depend not only on the character and capacities of the directors taken individually but also on their collective strengths, and should be guided in general by the following guidelines.

The Board of Directors should be composed of:

1.Directors who will bring to the Board a variety of experience and backgrounds.

2. Directors who will form a central core of business executives with substantial senior management experience and financial expertise.

3. Directors who have substantial experience outside the business community (i.e., in government or advanced academia).

4. Directors who will represent the balanced, best interests of the shareholders as a whole and the interests of the Corporation's stakeholders, as appropriate, rather than special interest groups or constituencies.

5. A majority of directors who are independent. A director is "independent" if he or she meets the requirements for independence set forth in the rules of the Nasdaq Stock Market.

Each director should:

1. Be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others.

2. Be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director.

3. Possess substantial and significant experience that would be of value to the Corporation in the performance of the duties of a director.

4. Have sufficient time available to devote to the affairs of the Corporation in order to carry out the responsibilities of a director.

AnchorBanCorp Code of Conduct

Code of Business Conduct & Ethics for Anchor BanCorp Wisconsin Inc. & Subsidiaries

Introduction

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees of Anchor BanCorp Wisconsin Inc. and all of its wholly-owned financial services subsidiaries (referred to in this Code as "Anchor"). All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by Anchor's agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which Anchor's ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

If requested, Anchor will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.

2. Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes in any way with the interests of Anchor. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Anchor work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in Anchor. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for an Anchor employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Anchor policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or Anchor's Legal Department. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.

3. Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about Anchor should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, Anchor has adopted a specific policy governing employees' trading in securities of Anchor. This policy has been distributed to every employee. If you have any questions, please consult Anchor's General Counsel.

4. Corporate Opportunities

No employee may use corporate property, information or position for improper personal gain, and no employee may compete with Anchor directly or indirectly. Employees, officers and directors owe a duty to Anchor to advance its legitimate interests when the opportunity to do so arises.

5. Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with Anchor's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Anchor employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) does not exceed $500 in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. An officer, director, employee, agent or attorney of AnchorBank is prohibited from receiving fees, discounts or waivers from parties doing business with the Bank. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

6. Discrimination and Harassment

The diversity of Anchor's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

7. Health and Safety

Anchor strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

8. Record-Keeping

Anchor requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller. All of Anchor's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Anchor's transactions and must conform both to applicable legal requirements and to Anchor's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation. Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to Anchor's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult Anchor's Legal Department.

9. Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by Anchor or its customers, except when disclosure is authorized by the Legal Department or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to Anchor or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, every employee should have executed a confidentiality agreement when he or she began his or her employment with Anchor.

10. Protection and Proper Use of Anchor Assets

All employees should endeavor to protect Anchor's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Anchor's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Anchor equipment should not be used for non-Anchor business, though incidental personal use may be permitted. The obligation of employees to protect Anchor's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Anchor policy. It could also be illegal and result in civil or even criminal penalties.

11. Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Anchor policy but could also be a criminal offence. State and local governments, as well as foreign governments, may have similar rules. Anchor's Legal Department can provide guidance to you in this area.

12. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.

13. Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of Anchor not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. Employees must read Anchor's Employee Complaint Procedures for Accounting and Auditing Matters, which describes Anchor's procedures for the receipt, retention, and treatment of complaints received by Anchor regarding accounting, internal accounting controls or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

14. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
  
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
  
• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
  
• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and he or she will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems.
  
• Seek help from Anchor resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager or your Human Resources manager.
  
• You may report ethical violations in confidence and without fear of retaliation. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Anchor does not permit retaliation of any kind against employees for good faith reports of ethical violations.
  
• Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

15. Special Provisions for CEO and Senior Financial Officers

In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies:

• The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by Anchor with the SEC. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Disclosure Committee any material information of which he or she may become aware that affects the disclosures made by Anchor in its public filings or otherwise assist the Disclosure Committee in fulfilling its responsibilities.
  
• The CEO and each senior financial officer shall promptly bring to the attention of the Disclosure Committee and the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect Anchor's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in Anchor's financial reporting, disclosures or internal controls.
  
• The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO and to the Audit Committee any information he or she may have concerning any violation of the Anchor's Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in Anchor's financial reporting, disclosures or internal controls.
  
• The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO and to the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to Anchor and the operation of its business, by Anchor or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.
  
• The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of these additional procedures by the CEO and Anchor's senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual's employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question has been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past. This list is illustrative and is not all-inclusive in determining the appropriate action.

Employee Complaint Procedures for Accounting and Auditing Matters

Any employee of Anchor BanCorp Wisconsin Inc. and all of its wholly-owned financial services subsidiaries (referred to as "Anchor") may submit a good faith complaint regarding accounting or auditing matters to the management of Anchor without fear of dismissal or retaliation of any kind. Anchor is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. Anchor's Audit Committee will oversee treatment of employee concerns in this area.

In order to facilitate the reporting of employee complaints, Anchor's Audit Committee has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters ("Accounting Matters") and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Receipt of Employee Complaints

Employees with concerns regarding Accounting Matters may report their concerns to the Internal Audit Department of AnchorBank, fsb.

Employees may forward complaints on a confidential or anonymous basis to the Internal Audit Department of AnchorBank, fsb, through e-mail or regular mail:

Tom Dawe, 1st Vice President-Internal Audit AnchorBank, fsb tdawe@anchorbank.com
25 West Main Street
Madison, WI 53703
Tel: 608.252.8752
Fax: 608.252.8886

Scope of Matters Covered by These Procedures

These procedures relate to employee complaints relating to any questionable accounting or auditing matters, including, without limitation, the following

• fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Anchor;
• fraud or deliberate error in the recording and maintaining of financial records of Anchor;
• deficiencies in or noncompliance with Anchor's internal accounting controls;
• misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Anchor; or
• deviation from full and fair reporting of Anchor's financial condition.

Treatment of Complaints

Upon receipt of a complaint, the 1st Vice President-Internal Audit will (i) determine whether the complaint actually pertains to Accounting Matters and (ii) when possible, acknowledge receipt of the complaint to the sender.

Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by Internal Audit or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.

Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.

Anchor will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

Reporting and Retention of Complaints and Investigations

Internal Audit will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained in accordance with Anchor's document retention policy.