Management's discussion and analysis of the financial condition and results of operations at and for the three and nine months ended December 31, 2008 and 2007 is intended to assist in understanding our financial condition and results of operations. The information contained in this section should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto, appearing in Part I, Item 1 of this report.

Forward-Looking Statements

This quarterly report contains forward-looking statements that are based on assumptions and may describe our future plans, strategies and expectations. These forward-looking statements are generally identified by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of our loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in our market area, changes in real estate market values in our area, and changes in relevant accounting principles and guidelines.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, we do not undertake, and specifically disclaim any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

General

Sugar Creek Financial Corp. is the holding company for Tempo Bank. Tempo Bank operates from two offices in Trenton and Breese, Illinois. Tempo Bank is engaged primarily in the business of attracting deposits from the general public and using such funds to originate a variety of single-family residential mortgages, consumer and business loans.

Critical Accounting Policy

Allowance for Loan Losses. We consider the allowance for loan losses to be a critical accounting policy. The allowance for loan losses is the amount estimated by management as necessary to cover probable losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are:
loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance at least monthly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other factors related to the collectibility of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of Thrift Supervision, as an integral part of its examination process, periodically reviews our allowance for loan losses. Such agency may require us to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings.

Balance Sheet Analysis

Overview. Total assets at December 31, 2008 were $92.8 million compared to $86.6 million at March 31, 2008. A $2.7 million increase in loans and a $3.4 million increase in Federal funds sold were funded primarily by increases in deposits and FHLB of Chicago borrowings.

Loans Receivable, Net. Loans receivable, net of allowance for loan losses, increased to $82.5 million at December 31, 2008 from $79.8 million at March 31, 2008. The increase consisted primarily of one-to four-family residential real estate loans.

Nonaccrual loans at December 31, 2008 increased to $1.5 million compared to $64,000 at March 31, 2008. Nonaccrual loans at December 31, 2008 consisted of nine single-family loans aggregating $1.4 million and six consumer loans aggregating $61,000. The two largest nonaccrual single-family loans were $352,000 and $280,000. At March 31, 2008, there were three consumer loans aggregating $64,000 classified as nonaccrual. Nonaccrual loans increased for the nine month period ended December 31, 2008 as a result of a slowing local and regional economy, job layoffs, divorce and health issues afflicting our borrowers. There were no troubled debt restructurings or loans 90 days or more past due and still accruing at either date.

Nonperforming Assets

                                                               December 31,       March 31,
(Dollars in thousands)                                             2008             2008

Nonaccrual loans:
Residential real estate                                        $       1,405     $         -
Commercial real estate                                                     -               -
Commercial                                                                 -               -
Consumer                                                                  61              64
Total                                                                  1,466              64
Foreclosed real estate and other repossessed assets (1)                  418             386
Total nonperforming assets                                     $       1,884     $       450

Total nonperforming loans to total loans                                1.78 %          0.08 %
Total nonperforming loans to total assets                               1.58 %          0.07 %
Total nonperforming assets to total assets                              2.03 %          0.52 %

At December 31, 2008, we had no loans which were not currently classified as nonaccrual, 90 days past due or impaired but where known information about possible credit problems of borrowers caused management to have serious concerns as to the ability of the borrowers to comply with present loan repayment terms and which may result in disclosure in nonaccrual, 90 days past due or impaired. See also "Analysis of Loan Loss Experience".

Investments. The Bank is a member of the Federal Home Loan Bank of Chicago ("FHLBC"), from which we borrow to fund our operations. As a member, we are required to own stock in the FHLBC. In addition, we maintain excess or voluntary stock, which is stock held in excess of the amount required as a condition of membership or for borrowings. On October 10, 2007, the FHLBC entered into a consensual cease and desist order with the Federal Housing Finance Board Office of Supervision, which limits the ability of the FHLBC to redeem excess or voluntary stock or to pay dividends. The FHLBC has not paid a dividend during the last six quarters citing continuing pressure on net interest income, projected earnings levels, market conditions and regulatory requirements. At December 31, 2008, we owned $1.66 million of FHLBC stock, of which $660,000 was considered excess or voluntary stock. Our investment portfolio consists solely of our investment in the FHLBC.

Premises and Equipment, Net. Premises and equipment, net, increased $120,000 to $1.2 million at December 31, 2008 primarily as a result of the purchase of a tract of land for a possible future branch location.

Other Assets. Other assets decreased $16,000 to $208,000 at December 31, 2008 due primarily to the timing of payment of certain prepaid items.

Deposits. Deposit balances increased to $62.4 million at December 31, 2008 as customers' funds moved from the stock market and other investment accounts to insured deposits.

Borrowings. We use short-term, cash equivalent FHLB advances as an additional source of liquidity. FHLB advances increased $3.0 million from $17.0 million at March 31, 2008 to $20.0 million at December 31, 2008.

Other Liabilities. Advances from borrowers for real estate taxes and insurance decreased $137,000 to $205,000 at December 31, 2008 due to payments made for real estate taxes and insurance. Other liabilities decreased $63,000 to $184,000 at December 31, 2008 as a result of timing of payment of certain accrual items.

Stockholders' Equity. Stockholders' equity increased $68,000 to $9.2 million at December 31, 2008 as a result of net earnings of $241,000, partially offset by the repurchase of common stock of $200,000, primarily used to fund restricted stock awards.

Results of Operations for the Three Months Ended December 31, 2008 and 2007.

General. Net earnings for the three months ended December 31, 2008 were $66,000, compared to a net loss of $24,700 for the same period last year. Higher net interest income and noninterest income, combined with a lower provision for loan losses and noninterest expenses, were partially offset by income tax expense.

Total Interest Income. Total interest income decreased $35,000 to $1.3 million for the three months ended December 31, 2008. Interest income on loans decreased $7,000 as result of a lower average balance on loans. The FHLBC continues its suspended dividend policy and, therefore, the Bank does not expect to receive cash or stock dividends on the FHLB stock in the near future. Earnings on overnight deposits fell $28,000 since the Federal Reserve lowered the target for the Fed Funds rate to 0.00% to 0.25%.

Total Interest Expense. Total interest expense decreased by $131,000 to $651,000 for the three months ended December 31, 2008 from $782,000 for the three months ended December 31, 2007. The decrease resulted primarily from lower average rates on customer deposits and FHLB advances.

Net Interest Income. Net interest income increased $95,000 to $602,000 for the three months ended December 31, 2008 from $506,000 for the three months ended December 31, 2007 as a result of lower average rates on deposits and FHLB advances.

Provision for Loan Losses. We establish provisions for loan losses which are charged to operations at a level we believe to be appropriate to our risk profile. These provisions represent management's best estimate of probable loan losses in the portfolio. In evaluating the allowance for loan losses, management considers historical loss experience, the composition of the loan portfolio, adverse situations that might impact a borrower's ability to repay the loan, the value of the underlying collateral, and other information, including level of nonaccrual loans. During the quarter ended December 31, 2008, the Bank recorded $40,000 as a provision for loan losses. For the comparable period ended December 31, 2007, the Bank recorded $80,000 as a provision for loan losses.

Noninterest Income. Noninterest income includes service charges on deposit accounts, loan service charges, and other income. Total noninterest income increased for the three month period ended December 31, 2008 to $53,000 from $48,000 for the three months ended December 31, 2007 due to increased ATM and debit card fees resulting from increased usage and the Bank's overdraft privilege program for transaction account customers.

Noninterest Expense. Noninterest expense includes salaries and employee benefits, equipment and data processing, occupancy and other expenses. Total noninterest expense decreased by $9,000 to $505,000 for the three months ended December 31, 2008 from $514,000 for the three months ended December 31, 2007. Reductions in compensation, health care and retirement benefit costs were the largest contributors to the decrease. Health care costs declined as a result of our decision to change providers which has resulted in a cost savings. Retirement benefit expenses decreased due to lower plan contributions required as a result of higher investment returns in the defined benefit plan. FDIC premium expense increased due to a new risk-based assessment system which considers the supervisory rating and certain financial ratios of each financial institution and related expiring credits.

Income Taxes. Income tax expense was $44,000 for the three months ended December 31, 2008 compared to a tax benefit of $15,000 for the three months ended December 31, 2007. The increase in tax expense is primarily attributable to the higher pre-tax income for the current period.

Results of Operations for the Nine months Ended December 31, 2008 and 2007.

General. Net earnings for the nine months ended December 31, 2008 were $241,000, an increase of $205,000 from the nine months ended December 31, 2007. The increase in earnings was due to increases in net interest income, noninterest income and reductions in noninterest expenses.

The following table summarizes average balances and annualized average yields and costs for the nine months ended December 31, 2008 and 2007.

                                                           Nine Months Ended December 31,
                                                   2008                                      2007
                                                 Interest                                  Interest
                                   Average          and          Yield/      Average          and          Yield/
(Dollars in thousands)             Balance       Dividends        Cost       Balance       Dividends        Cost

Assets:
Interest-earning assets:
Loans                              $ 82,627     $     3,735         6.03 %   $ 81,100     $     3,653         6.01 %
Stock in FHLB of Chicago              1,660               -         0.00        1,660              13         1.04
Other interest-earning assets         3,339              26         1.04        2,598              97         4.98
Total interest-earning assets        87,626           3,761         5.72       85,358           3,763         5.88

Noninterest-earning assets            3,127                                     2,523
Total assets                         90,753                                    87,881

Liabilities and Stockholders'
Equity
Total interest-bearing deposits      57,482           1,396         3.24       54,461           1,524         3.73
FHLB advances                        20,389             628         4.12       20,778             736         4.72
Total interest-bearing
liabilities                          77,871           2,024         3.47       75,239           2,260         4.01

Noninterest-bearing deposit
accounts                              2,695                                     2,444
Other noninterest-bearing
liabilities                             927                                     1,120
Total liabilities                    81,493                                    78,803

Stockholders' equity                  9,260                                     9,078
Total liabilities and
stockholders' equity               $ 90,753                                  $ 87,881

Net interest income                             $     1,737                               $     1,503

Interest rate spread                                                2.25 %                                    1.87 %

Net interest margin                                                 2.64 %                                    2.35 %

Total Interest Income. Total interest income decreased $2,000 to $3.761 million for the nine months ended December 31, 2008 from $3.763 million for the same period ended December 31, 2007. While interest income on loans increased because of higher average balances and a higher average yield on loans, interest income on other interest earning assets and dividends on FHLB stock declined.

Total Interest Expense. Total interest expense decreased by $236,000 to $2.0 million for the nine months ended December 31, 2008 from $2.3 million for the comparable prior year period. The decline was due to reductions in deposit interest expense and FHLB advance interest expense.

Net Interest Income. Net interest income increased by $234,000 to $1.74 million for the nine months ended December 31, 2008 from $1.5 million for the nine months ended December 31, 2007 as a result of lower average rates on deposits and FHLB advances.

Provision for Loan Losses. We establish provisions for loan losses which are charged to operations at a level we believe to be appropriate to our risk profile. These provisions represent management's best estimate of probable loan losses in the portfolio. In evaluating the allowance for loan losses, management considers historical loss experience, the composition of the loan portfolio, adverse situations that might impact a borrower's ability to repay the loan, the value of the underlying collateral, and other information, including level of nonaccrual loans. During the nine month period ended December 31, 2008, we recorded a $52,000 provision for loan losses compared to an $80,000 provision for the same period in 2007.

Analysis of Loan Loss Experience.

                                          Nine Months Ended
                                             December 31,
(Dollars in thousands)                    2008           2007

Allowance at beginning of period       $      124      $     130

Provision for (recovery of) loan
losses                                         52             80

Charge-offs:
One- to four- family                            -            (92 )
Consumer loans                                (11 )            -
Total charge-offs                             (11 )          (92 )

Recoveries:
One- to four- family                            -              -
Consumer loans                                  -              6
Total recoveries                                -              6
Net recoveries (charge-offs)                  (11 )          (86 )

Allowance at end of period             $      165      $     124

Allowance to nonperforming loans            11.26 %       288.37 %
Allowance to total loans outstanding
at end of nine month period                  0.20 %         0.15 %
Annualized net charge-offs
(recoveries) to average loans
outstanding                                  0.02 %         0.14 %

Noninterest Income. Noninterest income includes service charges on deposit accounts, loan service charges, and other income. Total noninterest income increased for the nine months ended December 31, 2008 to $153,000 from $130,000 for the same period ended December 31, 2007. The increase continues to be driven by increased ATM and debit card fees resulting from increased usage and the Bank's overdraft privilege program for transaction account customers.

Noninterest Expense. Noninterest expense includes salaries and employee benefits, equipment and data processing, occupancy and other expenses. Total noninterest expense decreased by $47,000 for the nine months ended December 31, 2008 to $1.4 million. The decrease was primarily due to lower compensation and benefits expense as a result of a change in employee healthcare providers and reduced defined benefit plan expenses.

Income Taxes. Income tax expense increased to $152,000 for the nine months ended December 31, 2008 from $24,000 for the same period ended December 31, 2007. The $128,000 increase in tax expense is primarily attributable to the higher pre-tax income for the nine month period ended December 31, 2008.

Liquidity and Capital Management

Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities of and payments on investment securities and borrowings from the FHLBC. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management policy.

Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At December 31, 2008, cash and cash equivalents totaled $6.5 million and the Bank was eligible for additional advances of up to $13.2 million from the FHLBC. At December 31, 2008, we had $20.0 million of advances outstanding.

A significant use of our liquidity is the funding of loan originations. Historically, many of the commitments expire without being fully drawn; therefore, the total commitment amounts do not necessarily represent future cash requirements. At December 31, 2008, we had no outstanding loan commitments.

Another significant use of our liquidity is the funding of deposit withdrawals. Certificates of deposit due within one year of December 31, 2008 totaled $33.4 million, or 77.2% of certificates of deposit. Although the percentage of certificates of deposit that mature within one year is slightly larger than last quarter, it continues to reflect consumers' hesitancy to invest their funds for longer periods given uncertainties about the interest rate environment. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Due to the severe economic conditions, we have become quite sensitized about deposit pricing and the monitoring of liquidity levels. While we believe we can attract new money deposits with targeted pricing, the local deposit market is extremely competitive with both regional and national banking institutions "buying the market" for liquidity. This has contributed significantly to a very rate sensitive time deposit base.

Our primary investing activity is the origination of loans. Our primary financing activities consist of activity in deposit accounts and FHLB advances. Deposit flows are affected by the overall level of interest rates, the rates paid and products offered by us and our local competitors and several other factors. We generally manage the pricing of our deposits to be competitive. Occasionally, we offer promotional rates on certain deposit products to attract deposits.

Capital Management. We are subject to various regulatory capital requirements administered by the Office of Thrift Supervision, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2008, we exceeded all of our regulatory capital requirements. We are considered "well capitalized" under regulatory guidelines.

The Bank may not declare or pay a cash dividend, if the effect of such dividends would be to cause the capital of the Bank to be reduced below the aggregate amount required by federal or state law. The Company may pay a dividend, if and when declared by its Board of Directors. Any dividends waived by the MHC, are subject to approval by the OTS. Any repurchases of the Company's common stock will be conducted in accordance with applicable laws and regulations.

The Bank's actual and required capital amounts and ratios at December 31, 2008 are as follows:

                                                                        Minimum Required
                                                               for Capital             to be "Well
                                         Actual                 Adequacy              Capitalized"
                                   Amount       Ratio      Amount       Ratio      Amount       Ratio
                                                         (Dollars in Thousands)

Stockholders' equity of the Bank   $ 8,862        9.55 %   $ 1,392        1.50 %
General valuation allowance            165
Total capital to risk-weighted                             $                       $
assets                             $ 9,027       18.03 %     4,005        8.00 %     5,006       10.00 %

Tier 1 capital to risk-weighted                            $                       $
assets                             $ 8,862       17.70 %     2,003        4.00 %     3,004        6.00 %

Tier 1 capital to total assets     $ 8,862        9.55 %   $ 3,711        4.00 %   $ 4,638        5.00 %

Off-Balance Sheet Arrangements

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with U.S. generally accepted accounting principles are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers' requests for funding and take the form of loan commitments and lines of credit.

For the nine months ended December 31, 2008, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.