Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-167579

Prospectus Supplement

Interests in

STANDARD BANK, PASB
401(k) PLAN

Offering of Participation Interests in up to 256,879 Shares of

STANDARD FINANCIAL CORP.
COMMON STOCK

     In connection with the conversion of Standard Mutual Holding Company from the mutual to the stock form of organization, Standard Financial Corp. is allowing participants in the newly adopted Standard Bank, PaSB 401(k) Plan (the “Plan”) to invest all or a portion of their accounts in stock units representing an ownership interest in the common stock of Standard Financial Corp. Standard Bank, PaSB (“Standard Bank” or the “Bank”) adopted the Plan on June 15, 2010, effective as of August 1, 2010. The Plan was adopted for the benefit of Standard Bank’s active employees, to replace the Pentegra Defined Contribution Plan for Financial Institutions. The account balances of active employees of Standard Bank have been transferred from the Pentegra Defined Contribution Plan for Financial Institutions, a multiple-employer plan in which Standard Bank participated, to the Plan, effective as of August 1, 2010, provided that such employees consented to such transfer. Standard Financial Corp. has registered on behalf of the Plan up to 256,879 participation interests so that the trustee of the Plan could purchase up to 256,879 shares of Standard Financial Corp. common stock in the offering, at the purchase price of $10.00 per share. This prospectus supplement relates to the initial election of Plan participants to direct the trustee of the Plan to invest all or a portion of their Plan accounts in stock units representing an ownership interest in the Standard Financial Corp. Stock Fund at the time of the stock offering.

     The prospectus of Standard Financial Corp., dated August 12, 2010, accompanies this prospectus supplement. It contains detailed information regarding the conversion and stock offering of Standard Financial Corp. common stock and the financial condition, results of operations and business of Standard Mutual Holding Company and Standard Bank. This prospectus supplement provides information regarding the Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

     For a discussion of risks that you should consider, see the “Risk Factors” section of the prospectus.

     The interests or shares of common stock in the Plan and the offering of Standard Financial Corp. common stock have not been approved or disapproved by the Pennsylvania Department of Banking, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

     The securities offered in this prospectus supplement and in the prospectus are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

     This prospectus supplement may be used only in connection with offers and sales by Standard Financial Corp. of interests or shares of common stock pursuant to the Plan. No one may use this prospectus supplement to re-offer or resell interests or shares of common stock acquired through the Plan.

     You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. Standard Financial Corp., Standard Bank and the Plan have not authorized anyone to provide you with information that is different.

     This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock or stock units representing an ownership interest in Standard Financial Corp. common stock shall under any circumstances imply that there has been no change in the affairs of Standard Financial Corp. or any of its subsidiaries or the Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

     The date of this prospectus supplement is August 12, 2010.

TABLE OF CONTENTS

THE OFFERING			1
Securities Offered			1
Election to Purchase Common Stock in the Offering: Priorities			1
Composition and Purpose of Stock Units			3
Value of the Plan Assets			4
In Order to Participate in the Offering			4
How to Order			4
Order Deadline			6
Irrevocability of Transfer Direction			6
Other Purchases in Your Account During the Offering Period			6
Direction to Purchase Standard Financial Corp. Stock Fund Units after the Offering			7
Purchase Price of Common Stock in the Offering			7
Nature of a Participant’s Interest in the Common Stock			7
Voting Rights of Common Stock			7
DESCRIPTION OF THE PLAN			8
Introduction			8
Eligibility and Participation			9
Contributions under the Plan			9
Limitations on Contributions			10
Benefits under the Plan			10
Investment of Contributions and Account Balances			10
Performance History			12
Description of the Investment Funds			13
Withdrawals and Distributions from the Plan			17
Administration of the Plan			18
Amendment and Termination			18
Merger, Consolidation or Transfer			18
Federal Income Tax Consequences			19
Notice of Your Rights Concerning Employer Securities			20
Additional ERISA Considerations			21
Securities and Exchange Commission Reporting and Short-Swing Profit Liability			21
Financial Information Regarding Plan Assets			22
LEGAL OPINION			22

THE OFFERING

Securities Offered		Standard Financial Corp. is offering stock units in the Standard Bank, PaSB 401(k) Plan (the “Plan”). The stock units represent indirect ownership of Standard Financial Corp. common stock through the Standard Financial Corp. Stock Fund established under the Plan in connection with the stock offering. The Plan may acquire up to 256,879 shares of Standard Financial Corp. common stock in the stock offering for the accounts of active employees. Only employees of Standard Bank may become participants in the Plan and only participants may purchase stock units in the Standard Financial Corp. Stock Fund. Your investment in stock units in connection with the stock offering through the Standard Financial Corp. Stock Fund is subject to the purchase priorities contained in the Plan of Conversion of Standard Mutual Holding Company.
		Information with regard to the Plan is contained in this prospectus supplement and information with regard to the financial condition, results of operations and business of Standard Financial Corp. is contained in the accompanying prospectus. The address of the principal executive office of Standard Financial Corp. and Standard Bank is 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146. Standard Bank’s telephone number is (412) 856-0363.
		All elections to purchase stock units in the Standard Financial Corp. Stock Fund in the stock offering under the Plan and any questions about this prospectus supplement should be addressed to Dana LaVerde, Human Resources Manager, Standard Bank, 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146, telephone number: (412) 856-0363; fax: (412) 856-2057; email: dlaverde@standardbankpa.com.
		Questions about the common stock being offered or about the prospectus may be directed to the Stock Information Center at (877) 821-5778.
Election to Purchase Common Stock in the Offering: Priorities		In connection with the conversion and stock offering, you may elect to transfer all or part of your account balances in the Plan to the Standard Financial Corp. Stock Fund, to be used to purchase common stock of Standard Financial Corp. issued in the stock offering. The trustee of the Standard Financial Corp. Stock Fund will purchase common stock of Standard Financial Corp. to be held as stock units in accordance with your directions. However, such directions are subject to purchase limitations in the Plan of Conversion of Standard Mutual Holding Company.

		The shares of common stock of Standard Financial Corp. are being offered at $10 per share in a subscription offering and may be offered for sale in a community offering. In the offering, the shares are being offered in the following descending order of priority:
		Subscription Offering:

	(1)		First, to depositors of Standard Bank with $50 or more as of March 31, 2009.
	(2)		Second, to Standard Bank and Standard Financial Corp.’s tax-qualified plans, including the employee stock ownership plan and the Plan.
	(3)		Third, to depositors of Standard Bank with $50 or more on deposit as of June 30, 2010.
	(4)		Fourth, to depositors of Standard Bank as of July 28, 2010.

		If there are shares remaining after all of the orders in the subscription offering have been filled, shares will be offered in a community offering to the general public.
		If you fall into subscription offering categories (1), (3), or (4) above, you have subscription rights to purchase Standard Financial Corp. common stock in the subscription offering and you may purchase the common stock outside of the Plan. You will separately receive offering materials in the mail, including a Stock Order Form. If you wish to purchase stock outside of the Plan, you must complete and submit the Stock Order Form and payment, using the reply envelope provided.
		Additionally, or instead of placing an order outside of the Plan through a Stock Order Form, as a Plan participant, you may place an order for stock units through the Plan since the Plan is entitled to purchase Standard Financial Corp. common stock through subscription offering category (2). If you wish to purchase stock through the Plan, you must complete and submit the enclosed Special Investment Election Form in the manner described below under “How to Order.”
		The amount that you elect to transfer from your existing account balances for the purchase of stock units representing an ownership interest in shares of Standard Financial Corp. common stock in the stock offering will be removed from your existing accounts and transferred to an interest bearing cash account, pending the completion of the conversion, which will occur up to several weeks after the stock offering period ends.

		At the completion of the conversion, and subject to a determination as to whether all or any portion of your order may be filled (based on your purchase priority and whether the stock offering is over-subscribed), the amount that you have transferred to purchase stock units will be placed in the Standard Financial Corp. Stock Fund and allocated to your Plan account.
		In the event the stock offering is oversubscribed, i.e. there are more orders for shares of common stock than shares available for sale in the stock offering, and the trustee is unable to use the full amount allocated by you to purchase shares of common stock in the stock offering, the amount that cannot be invested in shares of common stock, and any interest earned, will be reinvested in the other investment funds of the Plan in accordance with your then existing investment election (in proportion to your investment direction for future contributions). If you have not made an election as to how contributions should be invested, then such amounts will be transferred to and invested in the applicable Target Retirement Fund, pending your reinvestment in another fund of your choice.
		If you choose not to direct the investment of your account balances towards the purchase of any shares in the offering, your account balances will remain in the investment funds of the Plan as previously directed by you.
Composition and Purpose of Stock Units		The Standard Financial Corp. Stock Fund will initially invest 100% in the common stock of Standard Financial Corp. Accordingly, one stock unit will initially equal one share of common stock of Standard Financial Corp. and a stock unit will be initially valued at $10.
		After the closing of the conversion, as Plan participants begin to trade their stock units or acquire new stock units, the Standard Financial Corp. Stock Fund will maintain a cash component for liquidity purposes. Liquidity is required in order to facilitate daily transactions such as investment transfers or distributions from the Standard Financial Corp. Stock Fund. Following the stock offering, each day, the stock unit value of the Standard Financial Corp. Stock Fund will be determined by dividing the total market value of the Standard Financial Corp. Stock Fund at the end of the day by the total number of units held in the Standard Financial Corp. Stock Fund by all participants as of the previous day’s end. The change in stock unit value reflects the day’s change in stock price, any cash dividends accrued and the interest earned on the cash component of the Standard Financial Corp. Stock Fund, less any investment

		management fees. The market value and unit holdings of your account in the Standard Financial Corp. Stock Fund will be reported to you on your regular Plan participant statements and you may also view your account balances by Internet access to your account.
Value of the Plan Assets		As of July 1, 2010, the market value of the assets of the Pentegra Defined Contribution Plan for Financial Institutions that was or will be transferred to the Standard Bank, PaSB 401(k) Plan was approximately $2,568,795, all of which was attributable to active employees of Standard Bank. Only the amount transferred to the Standard Bank, PaSB 401(k) Plan will be available to purchase Standard Financial Corp. common stock in the offering.
In Order to Participate in the Offering		Enclosed is a Special Investment Election Form on which you can elect to transfer all or a portion of your account balance in the Plan to the Standard Financial Corp. Stock Fund for the purchase of stock units at $10 each in the offering. If you wish to use all or part of your account balance in the Plan to purchase common stock issued in the offering (which will be designated as “stock units” in the Plan), you should indicate that decision on the Special Investment Election Form. If you do not wish to purchase stock units in the offering through the Plan, you must still fill out the Special Investment Election Form and check the box for “No Election” in Section D of the form. In either case, return the Special Investment Election Form to Dana LaVerde, Human Resources Manager, Standard Bank, as indicated below, no later than Friday, September 10, 2010 at 2:00 p.m., Eastern Time.
How to Order		You can elect to transfer all or a portion of your account balance in the Plan to the Standard Financial Corp. Stock Fund for the purchase of stock units. This is done by following the procedures described below. Please note the following stipulations concerning this election:

	•		You can direct all or a portion of your current account balance to the Standard Financial Corp. Stock Fund.
	•		Your election is subject to a minimum purchase of 25 shares which equates to $250.00.
	•		Your election is subject to a maximum purchase of 20,000 shares which equates to $200,000 or 30,000 shares (i.e., $300,000) in combination with other persons acting in concert with you. Please see the Prospectus for a definition of “acting in concert.”
	•		The election period for purchases through the Plan ends Friday, September 10, 2010, at 2:00 p.m., Eastern Time.

	•		After your election is accepted, funds will be transferred from each of your designated accounts in a dollar amount rounded down to the closest amount divisible by $10. The transferred amount will remain in an interest bearing account for several weeks until the conversion is completed. At that time, the common shares purchased based on your election will be transferred to the Standard Financial Corp. Stock Fund and any remaining funds will be transferred out of the interest bearing account for investment in other funds under the Plan based on your election currently on file for future contributions. If you do not have an election on file for future contributions, any remaining funds will be transferred to the applicable Target Retirement Fund to be reinvested by you in your discretion.
	•		The amount transferred to the interest bearing account needs to be segregated and held until the conversion is completed. Therefore, this money is not available for distributions, loans or withdrawals.
	•		During the offering period, however, you will continue to have the ability to transfer amounts not invested in the Standard Financial Corp. Stock Fund among all the other investment funds on a daily basis.

		You are allowed only one election to transfer funds to the Standard Financial Corp. Stock Fund. Follow these steps to make your election to use all or part of your account balance in the Plan to purchase shares in the stock offering:

	•		Use the enclosed Special Investment Election Form to transfer all or a portion of your account balance to the Standard Financial Corp. Stock Fund to purchase stock in the offering. Your interests in the fund will be represented by stock units. Indicate next to each fund in which you are invested, the percentage amount of that fund you wish to transfer to the Standard Financial Corp. Stock Fund.
	•		Please print your name and social security number on the Special Investment Election Form.
	•		Please complete Section D of the Special Investment Election Form — Purchaser Information - indicating your individual purchase priority and provide the information requested on your accounts in Standard Bank.

		· Sign and date the Special Investment Election Form and return it by hand delivery, regular mail or fax to the person designated immediately below.
Order Deadline		If you wish to purchase common stock with your Plan account balances, your Special Investment Election Form must be received by Dana LaVerde, Human Resources Manager, Standard Bank, 2640 Monroeville, Pennsylvania 15146, telephone number (412) 856-0363; fax (412) 856-2057; no later than 2:00 p.m., Eastern Time, on Friday, September 10, 2010. To allow for processing, this deadline is prior to the offering period deadline for the return of Stock Order Forms (which is September 17, 2010). If you have any questions with respect to the Special Investment Election Form, please contact Dana LaVerde.
Irrevocability of Transfer Direction		You may not revoke your Special Investment Election Form once it has been delivered to Dana LaVerde. You will, however, continue to have the ability to transfer amounts not directed towards the purchase of stock in the offering among all of the other investment funds on a daily basis.
Other Purchases in Your Account During the Offering Period		Whether or not you choose to purchase stock in the offering through the Plan, you will at all times have complete access to those amounts in your account that you do not apply towards purchases in the offering. For example, you will be able to purchase other funds within the Plan with that portion of your account balance that you do not apply towards purchases in the offering during the offering period. Such purchases will be made at the prevailing market price in the same manner as you make such purchases now, i.e., through telephone transfers and Internet access to your account. You can only purchase stock units in the offering through the Plan by returning your Special Investment Election Form to Dana LaVerde, Human Resources Manager, Standard Bank, by the due date. You cannot purchase stock units in the offering by means of telephone transfers or the Internet. That portion of your Plan account balance that you elect to apply towards the purchase of stock units in the offering will be irrevocably committed to such purchase.

Direction to Purchase Standard Financial Corp. Stock Fund Units after the Offering		After the conversion is completed, you will again have complete access to any amount that you directed towards the purchase of shares in the offering. For example, you may sell any shares that you purchased in the offering. Special restrictions may apply to transfers directed to and from the Standard Financial Corp. Stock Fund by the participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal shareholders of Standard Financial Corp.
Purchase Price of Common Stock in the Offering		The trustee will pay $10 per share of common stock in the stock offering, which will be the same price paid by all other persons for a share of common stock in the stock offering. No sales commission will be charged for common stock purchased in the stock offering.
		After the offering, the trustee will acquire common stock in open market transactions at the prevailing price. The trustee will pay transaction fees, if any, associated with the purchase, sale or transfer of the common stock after the offering.
Nature of a Participant’s Interest in the Common Stock		The common stock acquired by the trustee will be denominated in stock units in trust for the participants of the Plan. Stock units acquired by the trustee at your direction will be allocated to your account.
Voting Rights of Common Stock		The Plan provides that you may direct the trustee how to vote any shares of Standard Financial Corp. common stock held by the Standard Financial Corp. Stock Fund, represented by the stock units credited to your account. If the trustee does not receive your voting instructions, the Plan administrator will exercise these rights as it determines in its discretion and will direct the trustee accordingly. All voting instructions will be kept confidential.

DESCRIPTION OF THE PLAN

Introduction

     Standard Bank adopted the restated Pentegra Defined Contribution Plan for Financial Institutions, a multiple employer plan, on December 31, 2007. In connection with the conversion of Standard Mutual Holding Company from the mutual to stock form of organization, Standard Bank desired to permit employees who participated in the Pentegra Defined Contribution Plan for Financial Institutions to purchase common stock of Standard Financial Corp. in their accounts in the plan. In order to do so, however, Standard Bank was required to transfer the account balances of the Standard Bank employees who participated in the plan from the Pentegra Defined Contribution Plan for Financial Institutions to a single employer plan that Standard Bank established. However, the Pentegra Defined Contribution Plan for Financial Institutions does not permit the account balances of former employees to be transferred from that plan to the new single employer plan. Accordingly, no account of former employees has been transferred to the Plan.

     The Plan was adopted by Standard Bank on June 15, 2010, effective as of August 1, 2010. The Plan is a single employer tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

     Standard Bank intends that the Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. Standard Bank will adopt any amendments to the Plan that may be necessary to ensure the continuing qualified status of the Plan under the Code and applicable Treasury Regulations.

     Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the Plan.

     Reference to Full Text of Plan. The following portions of this prospectus supplement summarize certain provisions of the Plan. They are not complete and are qualified in their entirety by the full text of the Plan. Copies of the Plan are available to all employees by filing a request with Dana LaVerde, Human Resources Manager, Standard Bank; telephone number: (412) 856-0363; fax: (412) 856-2057; email: dlaverde@standardbankpa.com. You are urged to read carefully the full text of the Plan.

Eligibility and Participation

     As an employee of Standard Bank, you may contribute to the Plan by deferring your compensation upon completion of six months of employment and attainment of age 21. In order for you to complete six months of employment, you must complete at least 500 hours of employment in a 6 consecutive month period.

     You become eligible to receive employer matching contributions upon completion of one year of employment with Standard Bank and attainment of age 21. In order for you to complete one year of employment, you must complete at least 1,000 hours of employment in a 12 consecutive month period. The initial 12 consecutive month period is measured from your first day of employment. If you do not complete at least 1,000 hours of employment in such period, subsequent 12-month periods are measured. The Plan year is January 1 to December 31 (the “Plan Year”).

     You are eligible to enter the Plan on the first day of the month coinciding with or next following the date you fulfill the eligibility requirements described above.

Contributions under the Plan

     Elective Deferrals. You are permitted to defer on a pre-tax basis any whole percentage of your Plan Salary, up to 50%, subject to certain restrictions imposed by the Code, and to have that amount contributed to the Plan on your behalf. For purposes of the Plan, “Plan Salary” means your total taxable compensation as reported on your Form W-2, excluding any compensation deferred from a prior year. In addition, any pre-tax contributions that you make and pre-tax contributions to a Section 125 cafeteria plan are included in Plan Salary. In 2010, the Plan Salary of each participant taken into account under the Plan is limited to $245,000. (Limits established by the Internal Revenue Service are subject to increase pursuant to an annual cost-of-living adjustment, as permitted by the Code). You may elect to modify the amount contributed to the Plan by filing a new elective deferral agreement with the Plan administrator at the beginning of each payroll period.

     In connection with the stock offering, you may, as described above, direct the trustee to invest up to 100% of your Plan account in the Standard Financial Corp. Stock Fund as a one-time special election. Following the stock offering, you may elect to defer up to 20% of your elective salary deferral contributions or matching contributions into the Standard Financial Corp. Stock Fund and you may also elect to transfer into the Standard Financial Corp. Stock Fund all or a portion of your accounts invested in other funds under the Plan.

     Employer Matching Contributions. Standard Bank will make matching contributions to the Plan equal to 50% of your contributions (including any catch-up contributions that you may make), up to the first 6% of your Plan Salary.

Limitations on Contributions

     Limitations on Employee Salary Deferrals. For the Plan Year beginning January 1, 2010, the amount of your before-tax contributions may not exceed $16,500 per calendar year.

     Catch-up Contributions. If you have made the maximum amount of regular before-tax contributions allowed by the Plan or other legal limits and you have attained at least age 50 (or will reach age 50 prior to the end of the Plan Year), you are also eligible to make an additional catch-up contribution. You may authorize your employer to withhold a specified dollar amount of your compensation for this purpose. For 2010, the maximum catch-up contribution is $5,500.

Benefits under the Plan

     Vesting. At all times, you have a fully vested, nonforfeitable interest in your elective deferral contributions. You will be 100% vested in the employer matching contributions and in any earnings related thereto after you complete six years of employment. You will also become 100% vested in the employer matching contributions and earnings thereon credited to your account upon your death, disability or upon reaching normal retirement age (age 65) while employed with Standard Bank. If you terminate employment prior to completing six years of employment, you will forfeit the non-vested portion of the employer matching contributions and earnings thereon credited to your account.

Investment of Contributions and Account Balances

     All amounts credited to your accounts under the Plan are held in the Plan trust (the “Trust”), which is administered by the trustee appointed by Standard Bank’s Board of Directors.

     When we transferred from the Pentegra Defined Contribution Plan for Financial Institutions to a single employer plan, you were given the opportunity to direct the investment of your account into one or more of the following funds:

SSgA S&P 500 Stock Fund
SSgA Treasury Inflation Protection Fund
SSgA S&P MidCap Stock Fund
SSgA NASDAQ 100 Stock Fund
SSgA Russell 2000 Stock Fund
SSgA International Stock Fund
SSgA Aggregate Bond Index Fund
SSgA Target Retirement 2010 Fund
SSgA Target Retirement 2015 Fund
SSgA Target Retirement 2020 Fund
SSgA Target Retirement 2025 Fund
SSgA Target Retirement 2030 Fund
SSgA Target Retirement 2035 Fund
SSgA Target Retirement 2040 Fund
SSgA Target Retirement 2045 Fund
SSgA Target Retirement 2050 Fund
SSgA Target Retirement Income Fund
SSgA Stable Value Fund
SSgA Short Term Investment Fund
SSgA Government Short Term Investment Fund
SSgA U.S. REIT Index Fund
Vanguard Growth Index Fund
Vanguard Value Index Fund

Performance History

     The following table provides performance data with respect to the above investment funds as of May 31, 2010:

		YTD Returns
		as of May 31,				Average Annual Total Returns as of December 31, 2009
Fund Name		2010				1 Year				3 Year				5 Year				10 Year
SSgA S&P500 Stock Fund			-7.97				20.98	%			-8.59	%			0.38	%			-0.77	%
SSgA Treasury Inflation Protection Fund			-0.02	%			8.40	%			6.99	%			4.72	%			n/a
SSgA S&P MidCap Stock Fund			-7.19	%			34.33	%			-4.41	%			4.14	%			6.23	%
SSgA Nasdaq 100 Stock Fund			-7.31	%			29.97	%			-0.83	%			4.05	%			-5.47	%
SSgA Russell 2000 Stock Fund			-7.59	%			33.42	%			-6.63	%			2.65	%			4.51	%
SSgA International Stock Fund			-11.20	%			n/a				n/a				n/a				n/a
SsgA Aggregate Bond Index Fund			0.85	%			8.74	%			7.18	%			5.51	%			6.65	%
SSgA Target Retirement Income Fund			-2.90	%			11.35	%			1.26	%			3.50	%			n/a
SSgA Target Retirement 2010 Fund			-3.41	%			14.20	%			-0.28	%			3.06	%			n/a
SSgA Target Retirement 2015 Fund			-4.38	%			16.18	%			-2.02	%			n/a				n/a
SSgA Target Retirement 2020 Fund			-5.18	%			16.91	%			-3.20	%			2.80	%			n/a
SSgA Target Retirement 2025 Fund			-5.73	%			18.24	%			-4.24	%			n/a				n/a
SSgA Target Retirement 2030 Fund			-6.34	%			18.72	%			-5.29	%			2.51	%			n/a
SSgA Target Retirement 2035 Fund			-7.00	%			19.66	%			-6.11	%			n/a				n/a
SSgA Target Retirement 2040 Fund			-7.26	%			19.31	%			-6.17	%			2.67	%			n/a
SSgA Target Retirement 2045 Fund			-7.27	%			19.63	%			-6.04	%			n/a				n/a
SSgA Target Retirement 2050 Fund			-7.27	%			19.63	%			n/a				n/a				n/a
SSgA Stable Value Fund			.23	%			2.74	%			3.31	%			3.80	%			4.57	%
SSgA Short Term Investment Fund			0.02	%			0.36	%			2.14	%			3.20	%			3.02	%
SSgA Government Short Term InvestmentFund			0.01	%			0.19	%			1.88	%			3.04	%			2.91	%
SSgA U.S. REIT Index Fund			-5.32	%			58.05	%			-11.67	%			1.57	%			n/a
Vanguard Growth Index Fund			1.54	%			38.77	%			-1.55	%			4.16	%			-2.03	%
Vanguard Value Index Fund			1.78	%			40.13	%			-7.64	%			1.98	%			2.07	%

Description of the Investment Funds

     The following is a description of each of the funds as of May 31, 2010:

     SSgA S&P 500 Stock Fund. The fund seeks to replicate the returns and characteristics of the S&P 500 Index. The fund seeks to maintain the returns of the index by investing in a portfolio that replicates the index by owning securities in the same capitalization weights as they appear in the index. Replication seeks low turnover, accurate tracking, and low costs. The fund’s approach is to buy and hold securities, trading only when there is a change to the composition of the index or when cash flow activity occurs in the fund. The fund uses a hierarchy of trading alternatives when appropriate — internal crossing, external crossing, futures, and open market trades — to attempt to capitalize on every opportunity to reduce the fund’s transaction costs. To provide 100% equity exposure, the base fund maintains a small (generally less than 5%) position in unleveraged S&P 500 stock index futures contracts. Futures help enable better tracking of index returns and allow for greater liquidity.

     SSgA Treasury Inflation Protection Fund. The fund seeks to match the total rate of return of the Barclays Capital U.S. Inflation Notes Index during a calendar year. The fund seeks to match the return of the index by investing in a portfolio of U.S. Treasury inflation protected securities. The duration of the fund is managed to that of the benchmark at all times, as are the sector and security weights. Overall sector and security weightings are also matched to the index. The fund is one of full replication, investing in a portfolio that owns the market-value weight of each security in the index.

     SSgA S&P MidCap Stock Fund. The fund seeks to replicate the returns and characteristics of the S&P MidCap 400 Index. The fund seeks to match the return of the index by investing in a portfolio that owns units of one or more portfolios that hold securities of the index, in the same capitalization weights as they appear in the index. Replication seeks low turnover, accurate tracking and low costs. The fund’s approach is to buy and hold securities, trading only when there is a change to the composition of the index or when cash flow activity occurs. We use a hierarchy of trading alternatives when appropriate — internal crossing, external crossing, futures, and open market trades — to attempt to capitalize on every opportunity to reduce transaction costs. To provide 100% equity exposure, the base fund maintains a small (generally less than 5%) position in S&P MidCap 400 stock index futures contract. Futures help enable better tracking of index returns and allow for greater liquidity.

     SSgA Nasdaq 100 Stock Fund. The fund seeks to match the performance of the NASDAQ 100 Index. The fund invests in all of the stocks in the NASDAQ 100 Index in proportion to their weighting in the Index. The Fund may also hold 2-5% of its value in futures contracts (an agreement to buy or sell a specific security by a specific date at an agreed upon price). The strategy of investing in the same stocks as the Index minimizes the need for trading and therefore results in lower expenses.

     SSgA Russell 2000 Stock Fund. The fund seeks to replicate the returns and characteristics of the Russell 2000 Index. The fund seeks to match the return of the index by investing in a portfolio that holds the securities of the index. Replication seeks low turnover,

accurate tracking and low costs. The fund’s approach is to buy and hold securities, trading only when there is a change to the composition of the index or when cash flow activity occurs. We use a hierarchy of trading alternatives when appropriate — internal crossing, external crossing, futures, and open market trades — to attempt to capitalize on every opportunity to reduce transaction costs. To provide 100% exposure to the equity market and help increase tracking accuracy, the base fund may hold Russell 2000 Index futures contracts (no more than 5% of the holdings are futures). Futures help enable better tracking of index returns and allow for greater liquidity.

     SSgA International Stock Fund. The fund seeks to match the performance of the Morgan Stanley Capital International, Europe, Australia, Far East (MSCI EAFE) Index while providing daily liquidity. The fund typically invests in all the stocks in the MSCI EAFE Index in proportion to their weighting in the Index. The strategy of investing in the same stocks as the Index minimizes the need for trading and therefore results in lower expenses.

     SSgA Aggregate Bond Index Fund. The fund seeks to match the returns of the Barclays Capital U.S. Aggregate Bond Index. The fund invests primarily in government, corporate, mortgage-backed and asset-backed securities. The fund invests in a well-diversified portfolio that is representative of the broad domestic bond market.

     SSgA Target Retirement Funds (including SSgA Target Retirement Income Fund, SSgA Target Retirement 2010 Fund, SSgA Target Retirement 2015 Fund, SSgA Target Retirement 2020 Fund, SSgA Target Retirement 2025, Fund SSgA Target Retirement 2030 Fund, SSgA Target Retirement 2035, SSgA Target Retirement 2040, Fund Fund SSgA Target Retirement 2045 Fund, and SSgA Target Retirement 2050 Fund). These funds offer complete, low cost investment strategies with asset allocations which become more conservative as you near retirement and are designed for people who want a professional to decide what types of investments are best for their selected retirement date. You simply select the fund with a date closest to when you expect to retire and invest accordingly. The funds seek to match, as closely as possible, the performance of the corresponding SSgA Custom Index, over the long term. Each fund seeks to achieve its objective by investing in a set of underlying SSgA collective trust funds representing various asset classes. Each fund (other than the SSgA Target Retirement Income Fund) is managed to a specific retirement year (target date) included in its name.

     Over time, the allocation to asset classes and funds change according to a predetermined “glide path.” (The glide path represents the shifting of asset classes over time and does not apply to the Income Fund). Each fund’s asset allocation will become more conservative as it approaches its target retirement date. This reflects the need for reduced investment risks as retirement approaches and the need for lower volatility of a portfolio, which may be a primary source of income after retirement. The allocations reflected in the glide path do not reflect tactical decisions made by SSgA to overweight or underweight a particular asset class based on its market outlook but rather management of each fund’s strategic allocation according to its glide path and applicable benchmark. Each fund attempts to closely match the characteristics and returns or its custom benchmark as opposed to any attempts to outperform this benchmark.

     Once a fund reaches its target retirement date, it will begin a five-year transition period to the SSgA Target Retirement Income Fund resulting at the end of that five-year period in an allocation to stocks that will remain fixed at approximately 35% of assets. The remainder of the fund will be invested in fixed-income securities.

     SSgA Stable Value Fund. The fund seeks to preserve the principal amount of your contributions while maintaining a rate of return comparable to other fixed income instruments. The fund invests in investment contracts issued by insurance companies, banks, and other financial institutions, as well as enhanced short-term investment products. Each issuer must meet the credit quality criteria in order to be approved by the investment manager. The fund is managed to a weighted average maturity of approximately 1.5-4.0 years and maintains an average AA credit quality.

     SSgA Short Term Investment Fund. The fund seeks to maximize current income while preserving capital and liquidity through investing in a diversified portfolio of short-term securities. The fund’s yield reflects short-term interest rates. The fund seeks to maintain a diversified portfolio of short-term securities by investing in high-quality money market securities and other short-term debt investments. Most of the investments in the fund may have a range of maturity from overnight to 90 days; however, 20% of the value of the fund may be invested in assets with a maturity date in excess of 90 days, but not to exceed 13 months. All securities are required to meet strict guidelines for credit quality and must be rated at least A1 by Standard & Poor’s and P1 by Moody’s Investors Service.

     SSgA Government Short Term Investment Fund. This fund seeks to provide the safety of principal and current income offered by short-term U.S. government securities. The fund seeks to preserve principal and offer liquidity by investing only in short-term issues of the U.S. Treasury and its agencies. The fund’s investments have a short time to maturity, with no more than 20% of the fund invested beyond 90 days. No security may have a maturity of more than 13 months.

     SSgA U.S. REIT Index Fund. The fund invests primarily in equity shares of real estate investment trusts (REITs). The fund typically invests in all securities in the Dow Jones/Wilshire REIT Index in proportion to their weighting in the Index. The fund seeks to match the performance of the Dow Jones/Wilshire REIT Index while providing daily liquidity. As such we seek to maintain sector and security weightings that closely match the Index. The Dow Jones/Wilshire REIT Index is comprised of 90 publicly traded REITs. To be included in the Index, a company must be an equity owner and operator of commercial (or residential) real estate and must generate at least 75% of its revenue from such assets. The REITs invest in loans secured by real estate and invest directly in real estate properties such as apartments, office buildings, and shopping malls. REITS generate income from rentals or lease payments and offer the potential for growth from property appreciation and the potential for capital gains from the sale of properties.

     Vanguard Growth Index Fund. The fund seeks to track the investment performance of the MSCI US Prime Market Growth Index, an unmanaged benchmark representing large U.S. firms. Using full replication, the portfolio holds all stocks in the same capitalization weighing as

the index. The experience and stability of Vanguard’s Quantitative Equity Group have permitted continuous refinement of techniques for reducing tracking error. The group uses proprietary software to implement trading decisions that accommodate cash flow and maintain close correlation with index characteristics. Vanguard’s refined indexing process, combined with low management fees and efficient trading, has provided tight tracking net of expenses.

     Vanguard Value Index Fund. The fund seeks to track the investment performance of the MSCI US Prime Market Value Index, an unmanaged benchmark representing U.S. large-capitalization value stocks. Using full replication, the portfolio holds all stocks in the same capitalization weighing as the index. The experience and stability of Vanguard’s Quantitative Equity Group have permitted continuous refinement of techniques for reducing tracking error. The group uses proprietary software to implement trading decisions that accommodate cash flow and maintain close correlation with index characteristics. Vanguard’s refined indexing process, combined with low management fees and efficient trading, has provided tight tracking net of expenses.

     An investment in any of the funds listed above is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above.

     Standard Financial Corp. Stock Fund. In connection with the stock offering, the Plan now offers the Standard Financial Corp. Stock Fund as an additional choice to the investment options described above. Standard Financial Corp. Stock Fund invests primarily in the shares of common stock of Standard Financial Corp. In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest up to 100% of your Plan account in Standard Financial Corp. Stock Fund as a one-time special election. Subsequent to the stock offering, you may elect to invest up to 20% of your elective deferral contributions or matching contributions in the Standard Financial Corp. Stock Fund; you may also elect to transfer into the Standard Financial Corp. Stock Fund all or a portion of your accounts currently invested in other funds under the Plan.

     Standard Financial Corp. Stock Fund consists primarily of investments in the shares of common stock of Standard Financial Corp. After the stock offering, the trustee of the Plan will use amounts held by it in Standard Financial Corp. Stock Fund to purchase additional shares of common stock of Standard Financial Corp. and to maintain a cash position for liquidity purposes.

     As of the date of this prospectus supplement, there is no established market for Standard Financial Corp. common stock. Accordingly, there is no record of the historical performance of Standard Financial Corp. Stock Fund. Performance of Standard Financial Corp. Stock Fund depends on a number of factors, including the financial condition and profitability of Standard Financial Corp. and Standard Bank and market conditions for shares of Standard Financial Corp. common stock generally.

     Investments in Standard Financial Corp. Stock Fund involve special risks common to investments in the shares of common stock of Standard Financial Corp.

     For a discussion of material risks you should consider, see the “Risk Factors” section of the attached prospectus and the section of the Prospectus Supplement called “Notice of Your Rights Concerning Employer Securities” (see below).

Withdrawals and Distributions from the Plan

Applicable federal law requires the Plan to impose substantial restrictions on the right of a Plan participant to withdraw amounts held for his or her benefit under the Plan prior to the participant’s termination of employment with Standard Bank. A substantial federal tax penalty may also be imposed on withdrawals made prior to the participant’s attainment of age 59¹/2, regardless of whether such a withdrawal occurs during his or her employment with Standard Bank or after termination of employment.

     Withdrawal from your Account while Employed. While you are employed, you may not make more than one withdrawal from your 401(k) account in a calendar year. In general, employer contributions credited on your behalf are available for in-service withdrawal after such employer contributions have been invested in the Plan for 2 years or you have been a participant in the Plan for at least 5 years or you have reached the age of 59¹/2. A withdrawal from your 401(k) account can be made on account of hardship.

     Hardship. In the event you incur a financial hardship, you may request a withdrawal from your 401(k) Plan account.

     Rollover Account. You may not make more than one withdrawal from your rollover account in a calendar year.

     Loan. You may request a loan from your account pursuant to the procedures established in the Plan.

     Distribution upon Termination of Employment. You may make withdrawals from your account at any time after you terminate employment. In the event your vested account balance as of the date of your termination is less than $1,000, your interest in the Plan will be cashed out and payment sent to you. If your total vested account equals or exceeds $1,000, you may elect, in lieu of a lump sum payment, to be paid in annual installments with the right to take in a lump sum the vested balance of your account at any time during such payment period.

     Disability. In the event you become disabled, you will be entitled to the same withdrawal rights as if you had terminated your employment.

     Death. In the event of your death, the value of your entire account will be payable to your beneficiary.

Administration of the Plan

     The Trustee and Custodian. The trustee of the Plan is Pentegra Trust Company. Pentegra Trust Company serves as trustee for all the investment funds under the Plan.

     Plan Administrator. Pursuant to the terms of the Plan, the Plan is administered by the Plan administrator. The address of the Plan administrator is Standard Bank, Attention: Dana LaVerde, Human Resources Manager, Standard Bank, 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146, telephone number: (412) 856-0363. The Plan administrator is responsible for the administration of the Plan, interpretation of the provisions of the Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the Plan, maintenance of Plan records, books of account and all other data necessary for the proper administration of the Plan, preparation and filing of all returns and reports relating to the Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

     Reports to Plan Participants. The Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any).

Amendment and Termination

     It is the intention of Standard Bank to continue the Plan indefinitely. Nevertheless, Standard Bank may terminate the Plan at any time. If the Plan is terminated in whole or in part, then regardless of other provisions in the Plan, you will have a fully vested interest in your accounts. Standard Bank reserves the right to make any amendment or amendments to the Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Standard Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

     In the event of the merger or consolidation of the Plan with another plan, or the transfer of the Plan assets to another plan, the Plan requires that you would, if either the Plan or the other plan terminates, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer, if the Plan had then terminated.

Federal Income Tax Consequences

     The following is a brief summary of the material federal income tax aspects of the Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the Plan and transactions involving the Plan.

     As a “tax-qualified retirement plan,” the Code affords the Plan special tax treatment, including:

     (1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the Plan each year;

     (2) participants pay no current income tax on amounts contributed by the employer on their behalf; and

     (3) earnings of the Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

     Standard Bank will administer the Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

     Lump-Sum Distribution. A distribution from the Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59¹/2, and consists of the balance credited to participants under the Plan and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by Standard Bank. The portion of any lump-sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, you have made to this Plan and any other profit sharing plans maintained by Standard Bank, which is included in the distribution.

     Standard Financial Corp. Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes Standard Financial Corp. common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to Standard Financial Corp. common stock, that is, the excess of the value of Standard Financial Corp. common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of Standard Financial Corp. common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of Standard Financial Corp. common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Standard Financial Corp. common stock, to the extent of the amount of net

unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of Standard Financial Corp. common stock. Any gain on a subsequent sale or other taxable disposition of Standard Financial Corp. common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

     Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the Plan to another qualified plan or to an individual retirement account (IRA) in accordance with the terms of the other plan or account.

Notice of Your Rights Concerning Employer Securities

There has been an important change in Federal law that provides specific rights concerning investments in employer securities, such as Standard Financial Corp. common stock. Because you may in the future have investments in Standard Financial Corp. Stock Fund under the Plan, you should take the time to read the following information carefully.

     Your Rights Concerning Employer Securities. The Plan must allow you to elect to move any portion of your account that is invested in the Standard Financial Corp. Stock Fund from that investment into other investment alternatives under the Plan. You may contact the Plan Administrator shown above for specific information regarding this new right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the Plan are available to you if you decide to diversify out of the Standard Financial Corp. Stock Fund.

     The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

     In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in Standard Financial Corp. common stock through the Plan.

     It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ERISA Considerations

     As noted above, the Plan is subject to certain provisions of ERISA, including special provisions relating to control over the Plan’s assets by participants and beneficiaries. The Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as Standard Bank, the Plan Administrator, or the Plan’s trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your Plan account.

     Because you will be entitled to invest all or a portion of your account balance in the Plan in Standard Financial Corp. common stock, the regulations under Section 404(c) of ERISA require that the Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

     Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies such as Standard Financial Corp. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of Standard Financial Corp., a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of Standard Financial Corp.’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through the Standard Financial Corp. Stock Fund of the Plan by officers, directors and persons beneficially owning more than 10% of the common stock of Standard Financial Corp. generally must be reported to the Securities and Exchange Commission by such individuals.

     In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Standard Financial Corp. of profits realized by an officer, director or any person beneficially owning more than 10% of Standard Financial Corp.’s common stock resulting from non-exempt purchases and sales of Standard Financial Corp. common stock within any six-month period.

     The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

     Except for distributions of common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of common stock distributed from the Plan for six months following such distribution and are prohibited from directing additional purchases within the Standard Financial Corp. Stock Fund for six months after receiving such a distribution.

Financial Information Regarding Plan Assets

     Financial information representing the assets available for plan benefits at December 31, 2009, is available upon written request to the Plan Administrator at the address shown above.

LEGAL OPINION

     The validity of the issuance of the common stock has been passed upon by Luse Gorman Pomerenk & Schick, A Professional Corporation, Washington, D.C., which firm acted as special counsel to Standard Financial Corp. in connection with Standard Financial Corp.’s stock offering.

PROSPECTUS

(Proposed Holding Company for Standard Bank, PaSB)

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.

 

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, Incorporated (“Stifel Nicolaus”). 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 September 17, 2010. We may extend this expiration date without notice to you until November 1, 2010. 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 September 23, 2012. Once submitted, orders are irrevocable unless the offering is terminated or is extended beyond November 1, 2010, 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 November 1, 2010, we will resolicit subscribers. You will have the opportunity to maintain, change or cancel your order within a specified period. If you do not respond during that period, your stock order will be cancelled, deposit account withdrawal authorizations will be cancelled or payment will be returned promptly with interest calculated at our statement savings rate. If 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 cancel subscribers’ orders, promptly return all funds with interest, cancel deposit account withdrawal authorizations and establish a new offering range. Subscribers will be given an opportunity to place a new stock 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 0.15% per annum.

 

Stifel Nicolaus will assist us in selling our shares of common stock on a best efforts basis. Stifel Nicolaus 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 17.

 

OFFERING SUMMARY

Price: $10.00 per Share

 

 

 

TABLE OF CONTENTS

		Page
SUMMARY			1
RISK FACTORS			17
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			28
RECENT DEVELOPMENTS			30
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			35
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING			37
OUR POLICY REGARDING DIVIDENDS			39
MARKET FOR THE COMMON STOCK			39
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE			41
CAPITALIZATION			42
PRO FORMA DATA			44
COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION			50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			51
BUSINESS OF STANDARD FINANCIAL CORP.			86
BUSINESS OF STANDARD BANK			86
SUPERVISION AND REGULATION			95
TAXATION			102
MANAGEMENT OF STANDARD FINANCIAL CORP.			103
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS			113
THE CONVERSION			114
STANDARD CHARITABLE FOUNDATION			138
RESTRICTIONS ON ACQUISITION OF STANDARD FINANCIAL CORP.			142
DESCRIPTION OF CAPITAL STOCK			146
TRANSFER AGENT			147
EXPERTS			148
LEGAL MATTERS			148
WHERE YOU CAN FIND ADDITIONAL INFORMATION			148
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF STANDARD MUTUAL HOLDING COMPANY			150

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 during the period prior to the current economic recession, and as a result, it has not been as severely affected during the current economic recession. The national unemployment rate has remained over 9% and real estate prices across the country have declined substantially in many markets. Recently, there have been some signs of economic improvement both nationally and in our market area, although the unemployment rate in the eastern portion of our market area remains somewhat higher than the unemployment rates of Pennsylvania and Maryland, respectively.

     In comparison to many areas throughout the country, real estate values in our market have been reasonably stable, as many areas in the country experienced more significant increases in real estate values during the past decade. Management believes that this, combined with a more moderate employment situation within our market area, has resulted in a less severe decline in real estate market values in our market area compared to many other parts of the country.

     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, which is equidistant from Pittsburgh and Baltimore, and its economy includes information technology, biotechnology, medical services and manufacturing.

     Median household income levels in our market area have been mixed. Allegheny County, Pennsylvania and Allegany County, Maryland have trailed the median household income growth rate of their respective states and the nation over the last several years, while Westmoreland and Fayette Counties have outpaced it. However, 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 conservative loan underwriting standards;

•

Emphasizing lower cost core deposits by attracting new customers and enhancing existing customer relationships;

•

Expanding our branch network, through branch purchases and de novo branching; and

•

Pursuing future expansion and acquisition opportunities with the capital raised in the conversion, 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 86 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

     While Standard Bank currently exceeds all regulatory capital requirements, the proceeds from the sale of common stock will increase our capital, which will support our continued lending and operations growth. In deciding to pursue the conversion and offering at this time our Board of Directors considered current market conditions, the amount of capital needed for continued growth and that the offering will not raise excessive capital.

     Additionally, we considered the following reasons for converting and raising additional capital:

•

to support our internal growth through lending (with a particular emphasis on commercial real estate 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 us with 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 will 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, the 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 shares 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 shares or decreased to less than 2,550,000 shares, or the offering is extended beyond November 1, 2010, 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, Incorporated, our marketing advisor in the offering, will use its best efforts to assist us in selling shares of our common stock. Stifel, Nicolaus & Company, Incorporated 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. If market conditions warrant, the employee stock ownership plan may instead elect to purchase shares in the open market following the completion of the conversion.

•

Third, to depositors of Standard Bank with aggregate account balances of at least $50 as of the close of business on June 30, 2010.

•

Fourth, to depositors of Standard Bank as of July 28, 2010.

     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 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. This 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 that comprised the peer group for valuation purposes. Consistent with applicable appraisal guidelines, the appraisal applied three primary methodologies: the pro forma price-to-book value approach applied to both reported book value and tangible book value; the pro forma price-to-earnings

approach applied to reported and core earnings; and the pro forma price-to-assets approach. Based on RP Financial’s belief that asset size is not a strong determinant of market value, RP Financial did not place significant weight on the pro forma price-to-assets approach in reaching its conclusions. RP Financial placed the greatest emphasis on the price-to-earnings and price-to-book approaches in estimating pro forma market value. The market value ratios applied in the three methodologies were based upon the current market valuations of the peer group companies identified by RP Financial, subject to valuation adjustments applied by RP Financial to account for differences between us and the peer group. Upward adjustments were applied in the valuation for financial condition and profitability, growth and viability of earnings. Downward valuation adjustments were applied for our primary market area and marketing of the common stock. No adjustment was applied in the valuation for asset growth, liquidity of the common stock, dividends, management and the effect of government regulations and regulatory reform. The upward adjustments considered, among other factors, our more favorable asset quality measures, higher pro forma capital ratios, and stronger return on average assets when compared to the peer group. The downward valuation adjustments considered the less attractive demographic trends in our primary market area (shrinking population, comparable or lower per capita income and lower deposit market shares) versus the peer group and the valuation considerations applied by potential investors in purchasing a newly issued stock that has no prior trading history in a volatile market for thrift and savings bank common stock.

     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 promptly return all funds, establish a new offering range and resolicit persons who previously 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 (other than accounts with check-writing privileges), so that it is received (not postmarked) before 2:00 p.m., Eastern Time, on September 17, 2010, which is the expiration of the offering period. You may submit your stock order form by mail using the stock order reply envelope provided, by overnight courier to the indicated address on the order form or by hand-delivery to Standard Bank’s executive office, which is located at 2640 Monroeville Boulevard, Monroeville, Pennsylvania. We will not accept stock order forms at other Standard Bank offices. Please do not mail stock order forms to Standard Bank.

     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 Standard Bank 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 September 17, 2010 expiration of the offering period, for assistance with purchases using funds from your Standard

Bank retirement account or any 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 September 17, 2010. Your stock order form, with full payment, must be received (not postmarked) by 2:00 p.m., Eastern Time on September 17, 2010.

     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 September 17, 2010, 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 Shares of Common Stock in the Subscription and Community Offerings

     Stock certificates will not be issued (except to directors and executive officers, whose ability to sell their shares of common stock is restricted by federal securities and banking laws). Instead, all shares of common stock sold in the subscription and community offerings will be issued in book-entry form, through the Direct Registration System, which allows each investor’s shares to be maintained on the books of our transfer agent. Shortly after the conversion is completed, our transfer agent will issue DRS statements to investors, reflecting their stock ownership. Statements will be sent by first class mail to the stock registration address noted by the investor on the stock order form. Though investors will not possess a stock certificate, they will retain all stockholder rights, including the ability to sell shares. Although the shares of common stock will have begun trading, brokerage firms are likely to require that you have received your statement prior to selling your shares. You will be able to purchase additional shares of Standard Financial Corp. common stock through a brokerage firm.

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 17.

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 November 1, 2010, 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 including the shares to be issued to the foundation (following the completion of any authorized extension of the offering) is either below $26.4 million or above $41.1 million and 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 cancel subscribers’ orders, promptly return all funds with interest, cancel deposit account withdrawal authorizations and establish a new offering range. Subscribers will be given an opportunity to place a new stock order.

     In the event that we extend the offering without changing the stock offering range and conduct a resolicitation, we will notify subscribers of the extension of time and of the rights of subscribers to maintain, change or cancel their stock orders within a specified period. If a subscriber does not respond during the period, his or her stock order will be cancelled and payment will be returned promptly, with interest calculated at our statement savings rate, and deposit account withdrawal authorizations will be cancelled.

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.

     The following table summarizes how we intend to distribute the net proceeds from the stock offering, based on the sale of share at the minimum and maximum of the offering range:

		2,550,000 Shares at				3,450,000 Shares at
		$10.00				$10.00
(In thousands)		Per Share				Per Share
Offering Proceeds		$	25,500,000			$	34,500,000
Less: offering expenses (estimated)			1,356,000				1,439,000
Net offering proceeds			24,144,000				33,061,000
Less:
Proceeds contributed to Standard Bank			12,072,000				16,531,000
Cash contributed to foundation			200,000				200,000
Proceeds used for loan to employee stock ownership plan			2,111,000				2,857,000
Proceeds retained by Standard Financial Corp.		$	9,761,000			$	13,474,000

     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, 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 offering 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 issue 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.

     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																Value of Grants (1)
														Dilution Resulting
						At				As a Percentage of				From Issuance of								At
		At Minimum of				Adjusted Maximum of				Common Stock to be				Shares for Stock				At Minimum of				Adjusted Maximum of
		Offering Range				Offering Range				Issued (2)				Benefit Plans				Offering Range				Offering 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			$	6,148

     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 approval of our depositors, 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 potential corresponding tax benefit equal to up 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 September 23, 2010;

•

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 (from whom we have received conditional approval) 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) 821-5778, Monday through Friday between 10:00 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 SEPTEMBER 17, 2010 IN ACCORDANCE WITH FEDERAL LAW, NO PROSPECTUS WILL BE MAILED OR HAND-DELIVERED ANY LATER THAN FIVE DAYS OR TWO DAYS, RESPECTIVELY, PRIOR TO SEPTEMBER 17, 2010.

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 weakness 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. Any continued weakness or 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 short 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 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. 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 also has 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 significantly to the housing market. Declines in home prices, and increases in foreclosures and unemployment levels, have adversely impacted the credit performance of real estate 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 economy 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 affect 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 stockholders’ equity and 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.

     Recently enacted financial institution legislation will change the bank regulatory framework, create an independent consumer protection bureau that will assume the consumer protection responsibilities of the various federal banking agencies, and establish more stringent capital standards for banks and bank holding companies. The legislation will also result in additional regulations affecting the lending, funding, trading and investment activities of banks and bank holding companies. 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.

Recently enacted financial reform legislation will, among other things, create a new Consumer Financial Protection Bureau, tighten capital standards and result in new laws and regulations that are expected to increase our costs of operations.

     On July 21, 2010, the President signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). This new law will significantly change the current bank regulatory structure and affect the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years.

     Effective one year after the date of enactment is a provision for the Dodd-Frank Act that eliminates the federal prohibitions on paying interest on demand deposits, thus allowing businesses to

have interest bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on our interest expense.

     The Dodd-Frank Act also broadens the base for Federal Deposit Insurance Corporation deposit insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution, rather than deposits. The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per account, retroactive to January 1, 2009, and non-interest bearing transaction accounts have unlimited deposit insurance through December 31, 2012. The legislation also increases the required minimum reserve ratio for the Deposit Insurance Fund, from 1.15% to 1.35% of insured deposits, and directs the FDIC to offset the effects of increased assessments on depository institutions with less than $10 billion in assets.

     The Dodd-Frank Act will require publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizes the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. It also provides that the listing standards of the national securities exchanges shall require listed companies to implement and disclose “clawback” policies mandating the recovery of incentive compensation paid to executive officers in connection with accounting restatements. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.

     The Dodd-Frank Act creates a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Savings banks, such as Standard Bank, with $10 billion or less in assets will continue to be examined for compliance with the consumer laws by their primary bank regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws.

     The Dodd-Frank Act requires minimum leverage (Tier 1) and risk based capital requirements for bank and savings and loan holding companies that are no less than those applicable to banks, which will exclude certain instruments that previously have been eligible for inclusion by bank holding companies as Tier 1 capital, such as trust preferred securities.

     It is difficult to predict at this time what specific impact the Dodd-Frank Act and the yet to be written implementing rules and regulations will have on community banks. However, it is expected that at a minimum they will increase our operating and compliance costs and could increase our interest expense.

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 benefits 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 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 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. Historically, stockholders have approved these stock-based benefit plans.” 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 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, may 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				26,241				40,361				77,363
Securities held to maturity (1)			—				—				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 (1)			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) (2)			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	%
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	%
Average equity to average assets			11.02	%			11.18	%			11.03	%			11.59	%			11.68	%			11.86	%			14.07	%
Asset Quality Ratios:
Non-performing assets to total assets			0.41	%			0.50	%			0.61	%			0.51	%			0.26	%			0.21	%			0.13	%
Non-performing loans to total loans			0.20	%			0.66	%			0.49	%			0.63	%			0.33	%			0.33	%			0.30	%
Allowance for loan losses to non-performing loans			627.45	%			152.31	%			233.01	%			150.12	%			294.43	%			355.80	%			435.26	%
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			0.04	%			0.29	%			0.17	%			0.10	%			0.02	%			0.08	%			0.01	%
Capital Ratios (bank level only):
Total capital (to risk-weighted assets)			14.48	%			14.29	%			14.09	%			14.33	%			14.32	%			14.90	%			26.57	%
Tier I capital (to risk-weighted assets)			13.23	%			13.14	%			12.83	%			13.22	%			12.80	%			13.14	%			24.64	%
Tier I capital (to average assets)			8.44	%			8.48	%			8.32	%			8.45	%			8.27	%			7.95	%			12.51	%
Other Data:
Number of offices			10				10				10				10				10				11				7
Full time equivalent employees			89				86				89				89				93				91				67

RECENT DEVELOPMENTS

     The following tables set forth selected consolidated historical financial and other data of Standard Mutual Holding Company and subsidiaries for the periods and at the dates indicated. 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 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 three and nine months ended June 30, 2010 and 2009 and the financial condition data at June 30, 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 three and nine months ended June 30, 2010 are not necessarily indicative of the results of operations that may be expected for the entire year.

		At June 30,				At September 30,
		2010				2009
		(unaudited)				(In thousands)
Selected Financial Condition Data:
Total assets		$	395,794			$	382,415
Cash and cash equivalents			19,649				12,420
Securities available for sale			65,340				69,244
Loans receivable, net			279,265				270,769
Bank owned life insurance			9,327				9,080
Federal Home Loan Bank stock, at cost			3,416				3,416
Deposits			312,339				286,934
Federal Home Loan Bank advances			32,063				46,618
Securities sold under agreements to repurchase			3,551				3,866
Total net worth			44,454				42,168

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
						(unaudited)			(In thousands)
Selected Operating Data:
Interest and dividend income		$	4,508			$	4,525			$	13,668			$	13,723
Interest expense			1,470				2,008				4,844				6,233
Net interest income			3,038				2,517				8,824				7,490
Provision for loan losses			350				149				779				696
Net interest and dividend income after provision for loan losses			2,688				2,368				8,045				6,794
Noninterest income			617				618				1,768				1,693
Noninterest expense			2,221				2,177				6,389				6,649
Income before income tax expense (benefit)			1,084				809				3,424				1,838
Income tax expense (benefit)			347				250				1,148				(4	)
Net income		$	737			$	559			$	2,276			$	1,842

		At or For the Three Months Ended								At or For the Nine Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
Selected Financial Ratios and Other Data (1):
Performance Ratios:
Return on average assets (ratio of net income to average total assets)			0.74	%			0.59	%			0.77	%			0.67	%
Return on average equity (ratio of net income to average equity)			6.68	%			5.45	%			6.98	%			6.10	%
Interest rate spread (2)			3.27	%			2.76	%			3.17	%			2.86	%
Net interest margin (3)			3.35	%			2.86	%			3.25	%			2.97	%
Efficiency ratio (4)			60.77	%			69.44	%			60.32	%			72.41	%
Noninterest expense to average total assets			2.24	%			2.29	%			2.17	%			2.43	%
Average interest-earning assets to average interest-bearing liabilities			104.44	%			104.41	%			104.61	%			104.39	%
Equity to assets			11.23	%			10.68	%			11.23	%			10.68	%
Tangible equity to tangible assets			9.01	%			8.33	%			9.01	%			8.33	%
Average equity to average assets			11.15	%			10.78	%			11.07	%			11.04	%
Asset Quality Ratios:
Non-performing assets to total assets			0.62	%			0.52	%			0.62	%			0.52	%
Non-performing loans to total loans			0.48	%			0.36	%			0.48	%			0.36	%
Allowance for loan losses to non-performing loans			278.12	%			286.50	%			278.12	%			286.50	%
Allowance for loan losses to total loans			1.33	%			1.02	%			1.33	%			1.02	%
Net charge-offs to average loans			0.05	%			0.12	%			0.04	%			0.23	%
Capital Ratios (bank level only):
Total capital (to risk-weighted assets)			14.85	%			14.27	%
Tier I capital (to risk-weighted assets)			13.59	%			13.12	%
Tier I capital (to average assets)			8.59	%			8.25	%
Other Data:
Number of offices			10				10
Full time equivalent employees			90				86

Balance Sheet Analysis: June 30, 2010 and September 30, 2009

     Assets. Our total assets increased $13.4 million, or 3.5%, to $395.8 million at June 30, 2010 from $382.4 million at September 30, 2009. The increase was due to increases in net loans of $8.5 million, or 3.1%, and cash and cash equivalents of $7.2 million, or 58.2%. The net increase in total assets was funded by an increase in deposits of $25.4 million, partially offset by a decrease in Federal Home Loan Bank advances of $14.6 million.

     Loans. At June 30, 2010, net loans were $279.3 million, or 70.6% of total assets, an increase of $8.5 million from $270.8 million, or 70.8%, of total assets at September 30, 2009. This increase was primarily due to an increase of $5.3 million in the commercial real estate loan portfolio with the remainder of the increase in residential mortgages and home equity loans.

     Investment Securities. At June 30, 2010 and September 30, 2009 all of our investment securities were categorized as available for sale and recorded at current fair value. We held investment securities with an amortized cost of $63.8 million and a fair value of $65.3 million at June 30, 2010, compared to $67.7 million and $69.2 million at September 30, 2009, respectively. At June 30, 2010, our investment portfolio consisted of $24.5 million in U.S. government and agency obligations, $19.0 million of mortgage-backed securities (of which $18.4 million were U.S. government sponsored mortgage-backed securities), $18.0 million of municipal bonds, $2.7 million in corporate bonds and $1.1 million in equity securities.

     At June 30, 2010 and September 30, 2009, we held 13 securities and 15 securities in unrealized loss positions of $165,000 and $246,000, respectively. The decline in the fair value of these securities resulted primarily from interest rate fluctuations. We do not intend to sell these securities nor is it more likely than not that we would be required to sell these securities before their anticipated recovery and we believe the collection of the investment and related interest is probable. Based on this analysis, we consider all of the unrealized losses to be temporary impairment losses.

     Deposits. Our deposits increased $25.4 million, or 8.9%, to $312.3 million at June 30, 2010 from $286.9 million at September 30, 2009. The increase resulted from a $16.0 million, or 14.8%, increase in certificates of deposit and a $9.4 million, or 5.3%, increase in demand, NOW accounts and savings accounts. The increase in certificates of deposit resulted from offering longer term certificate products (four and five year terms) with various features that in some cases provide options to earn higher rates in the future. The intent of offering the longer term certificate of deposit products is to draw funds from a liquid savings account to extend the maturities of our deposit base in anticipation of future market interest rate increases. The increase in demand, NOW and savings accounts was due primarily to cash flows from checking accounts and a continued customer preference for liquid money market and savings account products.

     At June 30, 2010, we had a total of $124.2 million in certificates of deposit, of which $37.0 million had remaining maturities of one year or less. Based on historical experience and current market interest rates, we believe we will retain upon maturity a large portion of our certificates of deposit with maturities of one year or less as of June 30, 2010.

     Borrowings. At June 30, 2010, our borrowings consisted of $32.1 million of advances from the Federal Home Loan Bank of Pittsburgh and $3.6 million of funds borrowed under repurchase agreements. Advances from the Federal Home Loan Bank of Pittsburgh declined $14.6 million, or 31.2%, from September 30, 2009 to June 30, 2010 due to the repayment of $19.6 million of maturing advances partly offset by new advances totaling $5.0 million.

     Net Worth. Net worth increased $2.3 million, or 5.4%, to $44.5 million at June 30, 2010 from $42.2 million at September 30, 2009. The increase resulted from net income of $2.3 million for the nine months ended June 30, 2010.

Comparison of Operating Results for the Nine Months Ended June 30, 2010 and 2009

     General. Net income for the nine months ended June 30, 2010 was $2.3 million, an increase of $434,000, or 23.6%, from $1.8 million for the same period last year. The increase in net income resulted primarily from a decrease of $1.4 million in total interest expense and a decrease of $260,000 in total noninterest expenses, offset in part by increased federal and state income taxes of $1.2 million. Total interest income remained steady at $13.7 million for each nine month period. The provision for loan losses increased from $696,000 for the nine month period ended June 30, 2009 to $779,000 for the nine month period ended June 30, 2010.

     Interest and Dividend Income. Total interest income remained unchanged at $13.7 million for each nine month period, due to a decrease in the average yield earned on interest earning assets, which was offset by an increase in the average balance of interest earning assets. The average yield on interest earning assets decreased to 5.03% for the nine month period ended June 30, 2010 from 5.44% for the nine month period ended June 30, 2009. The average yield on all categories of interest earning assets decreased from the previous period. Average interest earning assets increased by $26.1 million, or 7.8%, to $362.3 million for the nine month period ended June 30, 2010 from $336.2 million for the nine month period ended June 30, 2009.

     Interest income on loans increased $67,000 for the nine month period ended June 30, 2010 compared to the nine month period ended June 30, 2009. The average yield on loans receivable decreased to 5.72% for the nine month period ended June 30, 2010 from 6.08% for the nine month period ended June 30, 2009. The decrease in average yield was primarily attributable to our variable rate loans adjusting downward as prime and short-term interest rates decreased as well as the origination of new loans in a generally lower interest rate environment and repayment/refinance of higher rate loans. This decrease in average yield was partially offset by an increase in the average balance of loans receivable. Average loans receivable increased by $18.1 million, or 6.9%, to $279.4 million for the nine month period ended June 30, 2010 from $261.3 million for the nine month period ended June 30, 2009. This increase was primarily attributable to continued loan demand throughout our market area.

     Interest income on investment and mortgage-backed securities decreased by $100,000, or 5.6%, to $1.7 million for the nine month period ended June 30, 2010 from $1.8 million for the nine month period ended June 30, 2009. This decrease was primarily the result of a decrease in the average yield earned, which decreased to 3.25% for the nine month period ended June 30, 2010 from 4.09% for the nine month period ended June 30, 2009, due to new investments added in a lower interest rate environment and variable rate investments that adjusted downward. Partially offsetting this decrease in interest income was an increase in the average balance, which increased by $10.8 million, or 18.9%, to $67.9 million for the nine month period ended June 30, 2010 from $57.1 million for the nine month period ended June 30, 2009.

     Interest income on interest-earning deposits decreased by $22,000 to $28,000 for the nine month period ended June 30, 2010 from $50,000 for the nine month period ended June 30, 2009. The average yield decreased to 0.25% from 0.38% as a result of decreases in the overnight federal funds rate. The average balance decreased by $2.8 million, or 15.8%, to $14.9 million for the nine month period ended June 30, 2010 from $17.7 million for the nine month period ended June 30, 2009 as we invested in loans and investment securities.

     Interest Expense. Total interest expense decreased by $1.4 million, or 22.3%, to $4.8 million for the nine month period ended June 30, 2010 from $6.2 million for the nine month period ended June 30, 2009. This decrease in interest expense was due to a decrease in the average cost of interest-bearing liabilities to 1.87% from 2.58%, which was partially offset by an increase in the average balance of interest-bearing liabilities. Average interest-bearing liabilities increased by $24.2 million, or 7.5%, to $346.3 million for the nine month period ended June 30, 2010 from $322.1 million for the nine month period ended June 30, 2009. The decrease in the cost of funds resulted primarily from a decrease in the level of market interest rates which enabled us to reduce the rate of interest paid on all deposit products. The increase in liabilities resulted primarily from deposit growth in all of our markets.

     Net Interest Income. Net interest income increased by $1.3 million, or 17.8%, to $8.8 million for the nine month period ended June 30, 2010 from $7.5 million for the nine month period ended June 30, 2009. This increase in net interest income was attributable to the factors discussed above. Our net interest rate spread increased to 3.17% for the nine month period ended June 30, 2010 from 2.86% for the nine month period ended June 30, 2009, and our net interest margin increased to 3.25% for the nine month period ended June 30, 2010 from 2.97% for the nine month period ended June 30, 2009.

     Provision for Loan Losses. The provision for loan losses increased by $83,000, or 11.9%, to $779,000 for the nine month period ended June 30, 2010 from $696,000 for the nine month period ended June 30, 2009. The increase in the provision for loan losses during the comparative period was due to the continued worsening economic conditions which caused a decrease in cash flows for some commercial borrowers in industries such as residential home construction, restaurant, retail and entertainment. These borrowers were not delinquent at June 30, 2010; however, the cash flow trends noted indicated that special consideration in determining the loan loss provision was prudent. Management analyzes the allowance for loan losses as described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Allowance for Loan Losses.” The provision that is recorded is sufficient, in management’s judgment, to bring the allowance for loan losses to a level that reflects the losses inherent in our loan portfolio relative to loan mix, economic conditions and historical loss experience. Management believes, to the best of their knowledge, that all known losses as of the balance sheet dates have been recorded.

     Noninterest Income. Noninterest income increased $75,000, or 4.4%, to $1.8 million for the nine month period ended June 30, 2010 from $1.7 million for the same period in the prior year. Net securities gains increased by $139,000, due to gains of $8,000 for the nine month period ended June 30, 2010 compared to losses of $131,000 for the nine month period ended June 30, 2009. Partially offsetting this increase, mutual fund and annuity fees decreased by $30,000, or 14.7%, to $178,000 for the nine month period ended June 30, 2010 from $208,000 for the nine month period ended June 30, 2009, due in part to customer preferences to invest in insured investments in light of the financial crisis.

     Noninterest Expense. Noninterest expense decreased by $260,000, or 3.9%, to $6.4 million for the nine month period ended June 30, 2010 from $6.6 million for the same period in the prior year. The largest decreases were in compensation and employee benefits, FDIC insurance premiums and premises and occupancy costs. Compensation and employee benefits decreased by $154,000, or 3.9%, to $3.8 million for the nine month period ended June 30, 2010 from $3.9 million for the nine month period ended June 30, 2009 due primarily to a higher pension plan accrual in the 2009 period. The higher pension plan accrual was necessary due to the use of lower interest rate assumptions in determining the related pension plan liability. FDIC insurance premiums decreased by $62,000, or 16.0%, to $326,000 for the nine month period ended June 30, 2010 from $388,000 for the nine month period ended June 30, 2009 as a result of FDIC special assessment levied on all banks as of June 30, 2009. Our FDIC special assessment was $177,000. Premises and occupancy costs decreased $34,000 due to cost control initiatives implemented in late 2009 and early 2010. Other operating expenses decreased $24,000 to $981,000 during the nine

month period ended June 30, 2010 from $1.0 million for the nine month period ended June 30, 2009 due to above mentioned cost reduction initiatives.

     Income Taxes. The provision for income taxes for the nine month period ended June 30, 2010 increased by $1.1 million, compared to the same period last year. This increase in income tax was primarily a result of an increase in income before income taxes of $1.6 million, or 86.3%, from $1.8 million for the nine months ended June 30, 2009 to $3.4 million for the nine months ended June 30, 2010. Our effective tax rate for the nine month period ended June 30, 2010 was 33.5% compared to a benefit of .2% experienced in the nine month period ended June 30, 2009. The reason for the negative tax rate for the nine months ended June 30, 2009 was due to the reversal of a $510,000 deferred tax asset valuation allowance on October 3, 2008 related to impairment losses recognized on Fannie Mae and Freddie Mac preferred stock. A $1.5 million impairment loss on the stocks was recognized in the year ended September 30, 2008 while the tax benefit was recognized in the following fiscal year at the time the Emergency Economic Stabilization Act of 2009 was enacted which allowed banks to recognize these losses as ordinary losses for tax purposes.

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.