Board of Directors
Clover Leaf Bank, SB
200 East Park Street
Edwardsville, Illinois 62025

Board of Directors:

The notice of intent to convert from mutual to stock form filed on behalf of Clover Leaf Bank, SB, Edwardsville, Illinois ("Bank"), has been reviewed by the Federal Deposit Insurance Corporation ("FDIC") pursuant to the FDIC regulations at 12 C.F.R. Sections 303.163 and 333.4.

This notice was filed in connection with the Bank's Plan of Conversion for Clover Leaf Bank, SB ("Plan"). Pursuant to the Plan, the Bank will convert to an Illinois-chartered stock savings bank and become a wholly-owned subsidiary of the newly formed Clover Leaf Financial Corp. ("Bancorp"), a Delaware corporation. Concurrently, with the reorganization, Bancorp intends to offer for sale its common stock on a priority basis to qualifying depositors and to an employee stock ownership plan ("ESOP").

The FDIC has relied on information provided in the Bank's notice of conversion and the accompanying business plan in reaching its decision regarding the notice. Management of the Bank has represented that, for three years after the closing of the conversion, the FDIC will be given at least 30 days prior written notice before any material deviation from the business plan, such as a return of capital, is implemented. Management has further represented that, for twelve months following the conversion, the Bancorp will not make any distribution to stockholders that represents a return of capital without the FDIC's prior written consent. The FDIC also expects management to comply with the provisions contained in the September 28, 2001 Board Resolution.

Based on the information provided and representations made, the FDIC plans to issue a letter of non-objection to the proposed conversion transaction provided that the Bank satisfies the following conditions:

1. The Bank must execute the enclosed Tolling Agreement and deliver it to this office on or before November 30, 2001;

2. The Bank must submit final disclosure materials acceptable to the FDIC Division of Supervision, Registration and Disclosure Section;

3. The Bank must provide written evidence that its Plan has been approved by the affirmative vote of a majority of the votes eligible to be cast at a special meeting of the Bank's voting participants;

4. The Bank must advise this office of the results of the subscription offering and deliver an updated appraisal that:

a. Takes the results of the subscription offering into account;

b. Discusses any material occurrences during the subscription period; and

c. Explains any orders that may have been rejected; and

5. The Bank must receive the necessary approvals from the Illinois Office of Banks and Real Estate for its establishment as a stock savings bank and from the Federal Reserve Board for the establishment of Bancorp.

Provided that the Bank meets the foregoing conditions and that the FDIC is satisfied with the appraiser's determination in the updated appraisal that the results of the subscription offering represent the fair value for Bancorp, the FDIC will issue a letter of non-objection to the proposed conversion transaction.

Sincerely,

Michael J. Zamorski
Acting Director

Tolling Agreement by and between
Clover Leaf Bank, SB Edwardsville, Illinois
and
The Federal Deposit Insurance Corporation

The undersigned parties hereby agree as follows:

1. The time in which the Federal Deposit Insurance Corporation ("FDIC") may act to object to the notice of the proposed conversion of Clover Leaf Bank, SB, Edwardsville, Illinois ("Bank") to stock ownership, filed with the FDIC on September 21, 2001, pursuant to section 303.161 of the FDIC Rules and Regulations ("Notice"), is hereby extended from January 19, 2002 until 30 days after the Bank advises the FDIC of the results of the subscription offering (and the community and syndicated community offerings, as applicable) and delivers an appraisal that:

(a) takes into account the results of the offering(s);

(b) discusses any material occurrences during the subscription period; and

(c) explains any orders that may have been rejected.

2. Any action taken by the FDIC on the aforementioned Notice during the extension period described in paragraph 1 shall have the same force and effect as if it were taken by the FDIC before January 19, 2002, and shall not be challenged by the Bank or anyone associated with it solely for having been taken during the extension period described above in paragraph 1.

Dated: Clover Leaf Bank, SB

By:____________________________________

Dated: Federal Deposit Insurance Corporation

By: ___________________________________