Edgar Filing: EMCLAIRE FINANCIAL CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12

EMCLAIRE FINANCIAL CORP.
______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)

______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:

______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:

______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:

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(4) Date filed:

______________________________________________________________________________

EMCLAIRE FINANCIAL CORP.
612 MAIN STREET
EMLENTON, PENNSYLVANIA 16373

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF EMCLAIRE FINANCIAL CORP.:

Notice is hereby given that the Annual Meeting of
Shareholders of Emclaire Financial Corp. (the "Corporation") will
be held at 11:00 a.m., local time, on Wednesday, May 17, 2006, at
the Farmers National Bank of Emlenton, 612 Main Street, Emlenton,
Pennsylvania 16373, for the following purposes:

1. To elect three (3) Class C directors to serve for three-
year terms and until their successors are duly elected and
qualified;

2. To ratify the selection of Beard Miller Company LLP,
Certified Public Accountants, as the independent auditors of the
Corporation for the fiscal year ending December 31, 2006; and

3. To transact such other business as may properly come
before the Annual Meeting and any adjournment or postponement
thereof.

Only those shareholders of record at the close of business
on March 27, 2006, will be entitled to notice of and to vote at
the Annual Meeting.

A copy of the Corporation's Annual Report for the fiscal
year ended December 31, 2005 is being mailed with this notice.

You are urged to mark, sign, date and promptly return your
proxy in the enclosed envelope so that your shares may be voted
in accordance with your wishes and in order that the presence of
a quorum may be assured. The prompt return of your signed proxy,
regardless of the number of shares you hold, will aid the
Corporation in reducing the expense of additional proxy
solicitation. The giving of such proxy does not affect your
right to vote in person if you attend the meeting.

By Order of the Board of Directors,

/s/ David L. Cox
David L. Cox
Chairman, President and Chief Executive Officer

April 10, 2006

PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 17, 2006

GENERAL

Introduction, Date, Place and Time of Meeting

This Proxy Statement is being furnished for the solicitation
by the Board of Directors of Emclaire Financial Corp. (the
"Corporation"), a Pennsylvania business corporation, of proxies
to be voted at the Annual Meeting of Shareholders of the
Corporation to be held at the Farmers National Bank of Emlenton
(the "Bank"), 612 Main Street, Emlenton, Pennsylvania 16373, on
Wednesday, May 17, 2006, at 11:00 a.m. local time, or at any
adjournment or postponement of the annual meeting.

The main office of the Corporation is located at 612 Main
Street, Emlenton, Pennsylvania 16373. The telephone number for
the Corporation is (724) 867-2311. All inquiries should be
directed to David L. Cox, President. This Proxy Statement
and the enclosed form of proxy are first being sent to
shareholders of the Corporation on April 10, 2006.

Solicitation

The proxy solicited hereby, if properly signed and returned
to us and not revoked prior to its use, will be voted in
accordance with your instructions contained in the proxy. If no
contrary instructions are given, each proxy signed and received
will be voted in the manner recommended by the board of directors
and, upon the transaction of such other business as may properly
come before the meeting, in accordance with the best judgment of
the persons appointed as proxies. Proxies solicited hereby may
be exercised only at the annual meeting and any adjournment of
the annual meeting and will not be used for any other meeting.
Execution and return of the enclosed proxy will not affect a
shareholder's right to attend the annual meeting and vote in
person.

The cost of preparing, assembling, mailing and soliciting
proxies will be borne by the Corporation. In addition to the use
of the mail, certain directors, officers and employees of the
Corporation intend to solicit proxies personally, by telephone
and by facsimile. Arrangements will be made with brokerage
houses and other custodians, nominees and fiduciaries to forward
proxy solicitation material to the beneficial owners of stock
held of record by these persons, and, upon request therefore, the
Corporation will reimburse them for their reasonable forwarding
expenses.

Right of Revocation

A shareholder who returns a proxy may revoke it at any time
before it is voted by: (1) delivering written notice of
revocation to Raymond M. Lawton, Secretary, Emclaire Financial
Corp., 612 Main Street, Post Office Box D, Emlenton, Pennsylvania
16373, telephone: (724) 867-2311; (2) executing a later-dated
proxy and giving written notice thereof to the Secretary of the
Corporation or (3) voting in person after giving written notice
to the Secretary of the Corporation.

Voting Securities and Quorum

At the close of business on March 27, 2006, the voting
record date, the Corporation had outstanding 1,267,835 shares of
common stock, $1.25 par value per share. A majority of the
outstanding shares in person or by proxy will constitute a quorum
at the annual meeting.

Only our stockholders of record, at the close of business on
the voting record date, will be entitled to notice of and to vote
at the annual meeting. On all matters to come before the annual
meeting, each share of common stock is entitled to one (1) vote.

Directors are elected by a plurality of the votes cast with
a quorum present. The person who receives the greatest number of
votes of the holders of common stock represented in person or by
proxy at the annual meeting will be elected director. The
affirmative vote of a majority of the total votes present in
person or by proxy is required for approval of the proposal to
ratify the appointment of the independent registered public
accounting firm.

With regard to the election of directors, you may vote in
favor of or withhold authority to vote for one or more nominees
for director. Votes that are withheld in connection with the
election of one or more nominees for director will not be counted
as votes cast for such individuals and accordingly will have no
effect. An abstention may be specified on the proposal to ratify
the appointment of Beard Miller Company LLP as our independent
registered public accounting firm for 2006. Abstentions will
have the effect of a vote against this proposal. There are no
proposals to be considered at the annual meeting which are
considered "non-discretionary" and, as a result, there will be no
"broker non-votes."

PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S COMMON STOCK

Principal Owners and Officers, Directors and Nominees

Persons and groups owning in excess of 5% of the common
stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"). The following tables set forth, as of
the voting record date, certain information as to the common
stock beneficially owned by (i) persons or groups who own more
than 5% of the common stock, (ii) the directors of the
Corporation, (iii) the executive officer of the Company whose
salary and bonus exceeded $100,000 in 2005 and (iv) all directors
and executive officers of the Corporation and the Bank as a
group. Other than as noted below, management knows of no person
or group that owns more than 5% of the outstanding shares of
common stock at the voting record date.
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned (1) Beneficially Owned
____________________ _____________________ ________________________

Bernadette H. Crooks 70,452 (2) 5.56%
Clarion, PA 16214

Mary E. Dascombe 90,574 (3) 7.14%
Raleigh, NC 27609

Barbara C. McElhattan 66,297 (4) 5.23%
Emlenton, PA 16373

Directors:
George W. Freeman 78,740 (5) 6.21%

Ronald L. Ashbaugh 10,500 (6) *

Brian C. McCarrier 1,177 (6) *

Robert L. Hunter 10,452 (7) *

John B. Mason 6,200 (8) *

James M. Crooks 5,035 (9) *

J. Michael King 6,098 *

Mark A. Freemer 800 *

David L. Cox 11,580 (10) *

Executive Officer: 0 *
Raymond M. Lawton

All Officers and Directors
As a Group (11 persons) 130,582 10.30%
(Footnotes on following page)

_________________
(1) Based upon information provided by the respective beneficial
owners and filings with the Securities and Exchange
Commission ("SEC") made pursuant to the 1934 Act. For
purposes of this table, pursuant to rules promulgated under
the 1934 Act, an individual is considered to beneficially
own shares of common stock if he or she directly or
indirectly has or shares (1) voting power, which includes
the power to vote or to direct the voting of the shares, or
(2) investment power, which includes the power to dispose or
direct the disposition of the shares. Unless otherwise
indicated, an individual has sole voting power and sole
investment power with respect to the indicated shares.
(2) Of the 70,452 shares beneficially owned by Mrs. Crooks,
1,280 shares are owned individually by her spouse's estate.
(3) Of the 90,574 shares beneficially owned by Mrs. Dascombe,
2,677 shares are owned jointly with her spouse, and 23,511
shares are owned individually by her spouse.
(4) Of the 66,297 shares beneficially owned by Mrs. McElhattan,
27,972 shares are owned jointly with her spouse and 4,746 shares
are owned individually by her spouse.
(5) Of the 78,740 shares beneficially owned by Mr. Freeman,
38,305 shares are owned individually by his spouse.
(6) All shares owned jointly with spouse.
(7) Of the 10,452 shares beneficially owned by Mr. Hunter, 4,584
shares are owned individually by his spouse.
(8) Of the 6,200 shares beneficially owned by Mr. Mason, 594
shares are held as custodian for his daughter.
(9) Of the 5,035 shares beneficially owned by Mr. Crooks, 2,944
are owned jointly with his spouse, 853 are held as custodian for
his children and 122 are held individually by his spouse.
(10) Of the 11,580 shares beneficially owned by Mr. Cox, 1,500
shares are held jointly with his spouse.

Section 16(a) Beneficial Ownership Reporting Compliance

The common stock is registered pursuant to Section 12(g) of
the 1934 Act. The officers and directors of the Corporation and
beneficial owners of greater than 10% of the common stock are
required to file reports on Forms 3, 4, and 5 with the SEC
disclosing changes in beneficial ownership of the common stock.
Based on the Corporation's review of such ownership reports, to
the Corporation's knowledge, no executive officer, director, or
10% beneficial owner of the Corporation failed to file such
ownership reports on a timely basis for the fiscal year ended
December 31, 2005.

ELECTION OF DIRECTORS

The Corporation has a classified Board of Directors with
staggered three-year terms of office. In a classified board, the
directors are generally divided into separate classes of equal
number. The terms of the separate classes expire in successive
years. Thus, at each annual meeting of shareholders, successors
to the class of directors whose term shall then expire shall be
elected to hold office for a term of three years, so that the
office of one class shall expire each year.

A majority of the members of our board of directors are
independent based on an assessment of each member's
qualifications by the board, taking into consideration the Nasdaq
Stock Market's requirements for independence. The board of
directors has concluded that Messrs. King, Freemer, Crooks,
Hunter, Freeman, McCarrier and Ashbaugh do not have any material
relationships with the Corporation that would impair their
independence. There are no arrangements or understandings between
the Corporation and any person pursuant to which such person has
been elected a director. Stockholders of the Corporation are not
permitted to cumulate their votes for the election of directors.

No director or executive officer of the Corporation is
related to any other director or executive officer of the
Corporation by blood, marriage or adoption, and each of the
nominees currently serves as a director of the Corporation.

Unless otherwise directed, each proxy executed and returned
by a stockholder will be voted for the election of the nominees
for director listed below. If the person named as nominee should
be unable or unwilling to stand for election at the time of the
annual meeting, the proxies will nominate and vote for one or
more replacement nominees recommended by the board of directors.
At this time, the board of directors knows of no reason why the
nominees listed below may not be able to serve as a director if
elected. Any vacancy occurring on the Board of Directors of the
Corporation for any reason may be filled by a majority of the
directors then in office until the expiration of the term of the
vacancy. The Board of Directors recommends that its nominees be
elected as directors. Ages are reflected as of December 31, 2005.

INFORMATION AS TO NOMINEES,
DIRECTORS AND EXECUTIVE OFFICERS

Principal Occupation Director Since
Name Age For Past Five Years Bank/Corporation
_________________ _____ ___________________________ __________________

Class A Directors Whose Term Expires in 2007
____________________________________________

J. Michael King 58 Senior Attorney, Lynn, King 1988/1989
(1) (3) (4) (5) & Schreffler, P.C.,
Attorneys at Law
Prior to 2004 - President,
Lynn, King & Schreffler,
P.C., Attorneys at Law
Prior to 2003 - Senior
Partner of Lynn, King &
Schreffler, Attorneys at Law

David L. Cox 55 Chairman, President and 1991/1991
(1) (4) (5) (6) Chief Executive Officer of
the Bank and Corporation
since 1997.

Mark A. Freemer 46 Partner, Clyde, FERRARO & 2004/2004
(2) (3) Co., LLP,
Certified Public Accountants

Class B Directors Whose Term Expires in 2008
____________________________________________

James M. Crooks 53 Owner, Crooks Clothing 2004/2004
(1) (2) Company, Inc.,
Retail Sales

Robert L. Hunter 64 Truck Dealer; President of: 1974/1989
(2) (3) (6) Hunter Truck Sales &
Service, Inc.; Hunter
Leasing, Inc.; Hunter
Keystone Peterbilt, LLP;
Hunter Erie Truck Sales LLP;
Hunter Jersey Peterbilt,
LLC; Director of Idealease
of North America, Inc.

John B. Mason 57 President, H. B. Beels & 1985/1989
(3) (4) (5) Son, Inc. Prior to 6/8/01 -
Insurance Broker for H. B.
Beels & Son, Inc.

Class C Directors Whose Term Expires in 2006 and Nominees for Class C Directors
Whose Term Expires in 2009
_______________________________________________________________________________

Ronald L. Ashbaugh 70 Retired, former President of 1971/1989
(1) (2) (4) (5) (6) the Bank and Corporation.

George W. Freeman 75 Owner of Freeman's Tree 1964/1989
(3) (4) (5) (6) Farm.

Brian C. McCarrier 42 President, Interstate Pipe 1997/1997
(1) (2) (5) (6) and Supply Company.
______________________________
(1) Member of the Finance Committee. This committee is
appointed by the Chairman of the Board and determines
investment policy and market risk management policy. This
committee also recommends investment purchases for the
Bank's portfolio. This committee met four times in fiscal
year 2005.
(2) Member of the Audit Committee. This committee is appointed
by the Chairman of the Board and, among other things, meets
with the independent auditors to review their audit of the
financial reports of the Corporation. This committee met
four times in fiscal year 2005.
(3) Member of the Human Resource Committee. This committee is
appointed by the Chairman of the Board. This committee acts
as the Compensation Committee and reviews executive and
employee compensation, as well as personnel policy and
recommends changes to the Board. This committee met six
times in fiscal year 2005.
(4) Member of the Loan Committee. This committee is appointed by
the Chairman of the Board and is responsible for reviewing
and approving loans which exceed the loan officer's lending
limits. This committee met 25 times in fiscal year 2005.
(5) Member of the Planning Committee. This committee is
appointed by the Chairman of the Board and examines and
recommends expansion and business opportunities to the Board
of Directors. This committee did not meet in fiscal year
2005.
(6) Member of the Executive Committee. This committee is
comprised of the Chairs of the other five committees and is
responsible for director education and development. This
committee did not meet in fiscal year 2005.

Director Compensation
_____________________

During 2005, directors received $790 per month through April
for their services as a director of the Bank and $820 thereafter
regardless of attendance at board meetings. The Chairman of the
Audit Committee received an additional $100 per month for his
services as Audit Committee Chairman. No additional compensation
is paid for service as director of the Corporation. In addition,
outside directors received $200 for each Bank committee meeting
that they attended during 2005. During 2005, total fees paid to
all directors were $110,940.

Meeting Attendance
__________________

During 2005, the Board of Directors of the Corporation held
five (5) regular meetings and two (2) special meetings and the
Board of Directors of the Bank held thirteen (13) regular
meetings. Each of the directors attended at least seventy-five
percent (75%) of the combined total number of meetings of the
Corporation's and Bank's Board of directors and of the committees
on which they serve.

Nominating Committee
____________________

The Corporation does not have a standing nominating
committee, and all director nominations are considered by the
Board of Directors as a whole. The goal of the Board of Directors
has been, and continues to be, to identify nominees for service
on the Board of Directors who will bring a variety of
perspectives and skills from their professional and business
experience. Depending upon the current needs of the Board of
Directors and the Corporation, certain factors may be weighed
more or less heavily.

Nominating Procedures
_____________________

The Board of Directors identifies nominees by first
evaluating, on an informal basis, the current members of the
Board of Directors willing to continue in service. Current
members of the Board of directors with skills and experience that
are relevant to the Corporation's business and/or unique
situation who are willing to continue in service are considered
for renomination, balancing the value of continuity of service by
existing members of the Board of Directors with that of obtaining
a new perspective or skill set. If any member of the Board of
Directors does not wish to continue in service or if the Board of
Directors decides not to renominate a member for re-election, the
Board of Directors will then determine if there is a need to
replace that director or reduce the number of directors serving
on the Board of Directors, in accordance with the Corporation's
Bylaws. If the Board of Directors determines a need to replace a
non-continuing director, it identifies the desired skills and
experience in light of the criteria set forth above. Current
members of the Board of Directors are polled for suggestions as
to individuals meeting those criteria, and research may also be
performed to identify qualified individuals. To date, the Board
of Directors has not formally engaged third parties to assist in
identifying or evaluating potential nominees, although the Board
of Directors reserves the right to do so in the future.

Section 10.1 of the Corporation's bylaws contains provisions
addressing the process by which a stockholder may nominate an
individual to stand for election to the Board of Directors at the
Corporation's Annual Meeting. Historically, the Corporation has
not had a formal policy concerning stockholder recommendations
for nominees. Given the size of the Corporation, the Board of
Directors does not feel that such a formal policy is warranted at
this time. The absence of such a policy, however, does not mean
that a reasonable stockholder recommendation will not be
considered, in light of the particular needs of the Corporation
and the policies and procedures set forth above. The Board of
Directors will reconsider this matter at such time as it believes
that the Corporation's circumstances, including its operations
and prospects, warrant the adoption of such a policy.

Director Attendance at Annual Meetings
______________________________________

All directors are expected to attend the Corporation's
annual meeting of stockholders. All nine directors attended the
Corporation's 2005 annual meeting of stockholders.

Audit Committee
_______________

The audit committee of the Board is composed of five members
and operates under a written charter adopted by the Board of
Directors. The responsibilities of the audit committee are
contained in the Audit Committee Report, set forth below. The
audit committee during fiscal year 2005 consisted of Brian C.
McCarrier, Chairman; Ronald L. Ashbaugh, Robert L. Hunter, Mark
A. Freemer and James M. Crooks. The Board of Directors has
determined that each committee member is "independent," as
defined by Corporation policy, SEC rules and the NASDAQ listing
standards.

Audit Committee Financial Expert
________________________________

The Board of Directors has identified Brian C. McCarrier as
an audit committee financial expert.

Audit Committee Report
______________________

The following Report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Corporation filings
under the Securities Act of 1933 or under the Securities Exchange
Act of 1934, except to the extent we specifically incorporate
this Report by reference.

The audit committee reports to the Board and is responsible
for overseeing and monitoring financial accounting and reporting,
the system of internal controls established by management and the
audit process of the Corporation.

The Audit Committee Charter adopted by the Board sets out
the responsibilities, authority and specific duties of the audit
committee. The audit committee charter was included as an
attachment to the Corporation's Proxy Statement dated April 14,
2004. Pursuant to the charter, the audit committee has the
following responsibilities:

* To monitor the preparation of quarterly and annual financial reports;
* To review the adequacy of internal control systems and financial
reporting procedures with management and independent auditors; and
* To review the general scope of the annual audit and the fees
charged by the independent auditors.

In discharging its oversight responsibility, the audit
committee has met and held discussions with management and Beard
Miller Company LLP, the independent auditors for the Corporation.
Management represented to the audit committee that all
consolidated financial statements were prepared in accordance
with accounting principles generally accepted in the United
States of America, and the audit committee has reviewed and
discussed the consolidated financial statements with management
and the independent auditors.

In addition, the audit committee has discussed with the
independent auditors the auditors' independence from management
and the Corporation, and has received and discussed with the
independent auditors the matters in the written disclosures
required by the Independence Standards

Board and as required under the Sarbanes-Oxley Act of 2002, including
considering the permissibility of nonaudit services with the auditors'
independence.

The audit committee also obtained from the independent
auditors a formal written statement describing all relationships
between Emclaire Financial Corp. and Beard Miller Company LLP and
the auditors that bear on the auditors' independence consistent
with Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committee. The audit committee discussed
with the independent auditors any relationships that may impact
on the firm's objectivity and independence and satisfied itself
as to the auditors' independence.

Based on these discussions and reviews, the audit committee
recommended that the Board of Directors approve the inclusion of
the Corporation's audited consolidated financial statements in
its Annual Report on Form 10-K for the year ended December 31,
2005, for filing with the SEC.

Respectfully submitted by the members of the audit committee of
the Board of Directors:

Brian C. McCarrier, Chairman
Ronald L. Ashbaugh
Robert L. Hunter
Mark A. Freemer
James M. Crooks

Fees to Crowe Chizek and Company LLC and Beard Miller Company LLP
_________________________________________________________________

Audit Fees. The audit fees include only fees that are
customary under generally accepted auditing standards and are the
aggregate fees the Corporation incurred for professional services
rendered for the audit of the Corporation's annual financial
statements for fiscal year 2005 and the reviews of the financial
statements included in the Corporation's Quarterly Reports on
Forms 10-Q for fiscal year 2005.

Audit-Related Fees. In both years, the audit-related
services included audits of the Corporation's benefit plans and
student loans. These audit-related services are assurance and
related services that are reasonably related to the performance
of the audit or review of the Corporation's financial statements.

Tax Fees. Tax services consisted of the preparation and/or
review of, and consultations with respect to, federal and state
tax returns.

All Other Fees. Other fees consisted primarily of aggregate
fees billed for services rendered by Beard Miller Company LLP and
Crowe Chizek and Company LLC other than those services covered
above.

Audit Committee's Pre-Approval Policies and Procedures.
Effective November 19, 2003, the Board of Directors adopted a new
Audit Committee Charter, which, among other things, requires the
Audit Committee to pre-approve the rendering by our independent
auditor of audit, or permitted non-audit services. The Chair of
the Audit Committee may pre-approve the rendering of services on
behalf of the Committee, provided the matter is then presented to
the full Committee at the next scheduled meeting.

Fees for Fiscal 2005 and Fiscal 2004. The table below sets
forth the aggregate fees paid by the Corporation for audit, audit-
related, tax and other services provided by Beard Miller Company
LLP and Crowe Chizek and Company LLC to these entities during
each of the last two fiscal years.

2005 2004
____ ____
Audit fees $39,350 $49,000
Audit-related fees(1) 8,900 0
Tax Fees(2) 8,100 8,200
All other fees 0 0
______ ______
Total $56,350 $57,200

_____________________________
(1) Includes Pension Plan audit and Student Loan audits.
(2) Includes preparation of federal and state income tax
returns, shares tax returns and calculations of estimated tax
payments.

Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

On January 19, 2005, the Corporation's Board of Directors
replaced its independent auditors, Crowe Chizek and Company LLC
("Crowe Chizek") with Beard Miller Company LLP to be effective
upon filing of the 2004 Form 10-K. Crowe Chizek completed its
engagement as independent auditor for the Corporation's fiscal
year ended December 31, 2004 upon the filing of the Corporation's
Form 10-K for the year ended December 31, 2004. Crowe Chizek's
report on the Corporation's consolidated financial statements
during the fiscal years ended December 31, 2004 and 2003
contained no adverse opinion or a disclaimer of opinions, and was
not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change accountants was
approved by the Corporation's Audit Committee. During the two
fiscal years and the subsequent interim period prior to the date
of their dismissal, there were no disagreements between the
Corporation and Crowe Chizek on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope or principles, which disagreement(s), if not
resolved to the satisfaction of Crowe Chizek, would have caused
it to make a reference to the subject matter of the
disagreement(s) in connection with its reports. None of the
"reportable events" described in Item 304(a)(1)(v) of Regulation
S-K occurred with respect to the Corporation within the fiscal
years ended December 31, 2004 and 2003 and the subsequent interim
period prior to the date of their dismissal.

Effective January 19, 2005, the Corporation engaged Beard
Miller Company LLP as its independent auditors for the fiscal
year ending December 31, 2005. During the two fiscal years and
the subsequent interim period prior to the date of their
engagement, the Corporation did not consult Beard Miller Company
LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

Remuneration of Officers

The following table sets forth all cash compensation for
services in all capacities paid by the Bank during 2005 to the
Chief Executive Officer and the Chief Lending Officer as listed
in the table below. No other officer's salary and bonus exceeded
$100,000 during 2005. The Corporation pays no salaries or
benefits.

SUMMARY COMPENSATION TABLE
__________________________

All Other
Name and Principal Annual All Other
Position Year Salary Bonus Compensation(1) Compensation(2)
________________________ ______ ________ _______ _________________ ________________

David L. Cox 2005 $155,000 $24,720 $9,720 $17,591
President and 2004 147,000 35,000 9,320 21,048
Chairman of the Board 2003 140,000 30,580 8,200 19,643

Raymond M. Lawton 2005 93,100 11,110 -- $13,818
Senior Vice 2004 90,000 17,000 -- 16,932
President and 2003 85,000 14,209 -- 15,778
CLO

_______________________________
(1) Includes director fee for Mr. Cox. Does not include the
value of certain other benefits, which do not exceed $50,000 or
10% of the total salary and bonus of the individual.
(2) Represents amount accrued during 2005, 2004 and 2003 for
supplemental retirement agreement and the Bank's match of
employee's contribution to the 401(k) plan for years 2005, 2004
and 2003.

Pension Plan

The Bank maintains a defined benefit pension plan for all
eligible employees. An employee becomes vested in the plan after
five years. Upon retirement at age 65, a terminated participant
is entitled to receive a monthly benefit. Prior to a 2002
amendment to the pension plan, the benefit formula was 1.1% of
average monthly compensation plus .4% of average monthly
compensation in excess of six hundred seventy five ($675)
multiplied by years of service. In 2002, the pension plan was
amended to change the benefit structure to a cash balance formula
under which the benefit payable is the actuarial equivalent of
the hypothetical account balance at normal retirement age.
However, the benefits already accrued by the employees prior to
the amendment were not reduced. In addition, the prior benefit
formula continues through December 31, 2012, as a minimum
benefit. In 2005, the Bank contributed $134,926 to the pension
plan.

At December 31, 2005, Messrs. Cox and Lawton had 33 and six
years, respectively, of credited service under the pension plan.

The following table illustrates estimated annual retirement
benefits from the pension plan based on a hire age of 25:

5 Years 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
Compensation Service Service Service Service Service Service Service Service

$100,000 15,732 28,663 39,291 48,027 55,206 61,108 65,958 69,945
$200,000 31,464 57,326 78,582 96,053 110,413 122,216 131,917 139,890

401(k) Plan

The Bank matches 50% of an employee's contribution to the
401(k) plan up to 6% of the participant's salary.

Supplemental Retirement Agreements

In October 2002, following Board of Director approval, the
Bank entered into supplemental retirement agreements
("Supplemental Agreements") with four key executives. The
Supplemental Agreements are non-qualified defined benefit plans
and are unfunded. The Supplemental Agreements have no assets,
and the benefits payable under the Supplemental Agreements are
not secured. The Supplemental Agreement participants are general
creditors of the Corporation in regards to their vested
Supplemental Agreement benefits. The Supplemental Agreements
provide for retirement benefits upon reaching age 65, and the
four participants are fully vested five years after the inception
of the Supplemental Agreements. Upon attaining the age of 65,
Mr. Cox would be entitled to $520,000 over a 20 year period under
his Supplemental Agreement. The Corporation accrued $40,000 in
expense for the Supplemental Agreements for the year ended
December 31, 2005.

During September 2002, the Bank purchased single premium
bank owned life insurance on the lives of the participants. The
cash surrender value of the twenty life insurance policies
purchased aggregated $4.6 million at December 31, 2005. The
Corporation intends to utilize the increase in cash surrender
value of these insurance policies to offset executive and
employee benefit costs.

Each of the Supplemental Agreements provide that in the
event of a change of control of the Corporation (as defined in
the agreements), the officer (i) if he has not yet qualified for
retirement benefits, shall have the right to demand his
withdrawal benefits (which is an amount equal to the present
value of the normal retirement benefit, using a 7% discount rate
and monthly compounding of interest) in a single lump sum
payment, or (ii) if he has qualified for retirement benefits or
has begun receiving a retirement benefit under the Supplemental
Agreement, shall have the right to demand his benefits in a
single lump sum payment in an amount equal to the normal
retirement benefit. In the event of a change in control on
December 31, 2005, Mr. Cox and the remaining three officers (in
the aggregate) would have been entitled to lump sum payments of
$142,333 and $251,692, respectively.

Change of Control Severance Agreements

The Bank has entered into severance agreements with the
Chief Executive Officer and the Chief Lending officer. The
agreements provide that in the event certain events take place
after there is a change in control of the Corporation, or for a
period two years thereafter, the executive will be entitled to a
lump sum payment in the amount two (2) times the executive's base
salary immediately preceding the change in control. The events
triggering such compensation include the involuntary termination
of the officer's employment or taking certain adverse actions
with respect to the officer's employment such as changes in the
executive's duties, responsibilities or title or a reduction in
his salary or benefits. In addition, for two years after such
termination, the Bank is required to provide life, disability,
accident and health insurance benefits substantially similar to
what was in place immediately prior to such termination. Based
on the salary of the Chief Executive Officer and the Chief
Lending Officer as of December 31, 2005 and assuming the
agreements were triggered at December 31, 2005, such individuals
would have been entitled to receive $310,000 and $186,200,
respectively, under the agreements.

Certain Transactions

There have been no material transactions, proposed or
consummated, between the Corporation and the Bank with any
director or executive officer of the Corporation or the Bank, or
any associate of the foregoing persons.

The Bank, like many financial institutions, has followed a
policy of granting various types of loans to officers, directors,
and employees and under such policy grants a discount of 100
basis points on loans extended to all employees, including
executive officers. With the exception of such policy, all loans
to executive officers and directors of the Corporation and the
Bank have been made in the ordinary course of business and on
substantially the same terms and conditions, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with the Bank's other customers, and do
not involve more than the normal risk of collectibility nor
present other unfavorable features. The following table presents
a summary of the only loan in excess of $60,000 extended by the
Bank to any of the Corporation's directors, nominees for
director, executive officers or immediate family members of such
individuals.

Highest
Principal
Name and Year Balance Balance Interest Market
Position Type Made During Year 12/31/05 Rate Rate
______________ _____________ ______ _____________ __________ ________ ________

David L. Cox Residential
President and Mortgage 2003 $160,159 $153,452 5.625% 6.625%
Chairman

Compensation Committee Interlocks and Insider Participation

None of the members of the Human Resources Committee serves
or has served as an officer or employee of the Corporation or its
subsidiaries. However, John B. Mason, committee member, is
President of H. B. Beels & Son, Inc. and during fiscal year 2005
the business received approximately $55,000 for services
performed for the Corporation.

Compensation Committee Report on Executive Compensation

The Human Resources Committee of the Bank is composed of
five members and has the responsibility to evaluate the
performance of and determine the compensation for the Chief
Executive Officer, to approve the compensation structure for
senior management, to review the Bank's salary administration
program, and to determine and authorize for payment to the
Corporation's bonus plans. The Human Resources Committee during
fiscal year 2005 consisted of the following individuals:

Robert L. Hunter, Chairman
George W. Freeman
Mark A. Freemer
J. Michael King
John B. Mason

It remains the philosophy and goal of Farmers National Bank
to attract and retain a highly qualified and motivated workforce
at all levels. The salary administration program is reviewed for
consistency with industry peer group surveys. The peer group
consists of banks within the geographical area of similar asset
size. Salary ranges within the plan are reviewed to ensure that
the various positions are being accurately compensated for their
value to the organization.

Salary increases are determined by performance. The Human
Resources Committee reviews the performance of the Chief
Executive Officer on an annual basis by evaluating factors
including, but not limited to, vision, planning, advising and
assisting the Board of Directors, communication to shareholders,
the development and management of subordinates, and the Bank's
growth and performance. During 2005, the Human Resources
Committee determined to award Mr. Cox with a 5% salary increase.
Management of the Bank determines salary increases for all other
officers and employees based upon performance.

Stockholders Return Performance

Set forth below is a graph comparing the yearly percentage
change in the cumulative total shareholder return on the
Corporation's common stock against the cumulative total return of
NASDAQ Composite and SNL $250 million to $500 million Bank Index
for the five year period beginning December 31, 2000 and ending
December 31, 2005. Each assumes an investment of $100 on
December 31, 2000 and reinvestment of dividends when paid. The
graph is not necessarily indicative of future price performance.

The following performance graph does not constitute
soliciting material and should not be deemed filed or
incorporated by reference into any other Corporation filings
under the Securities Act or under the 1934 Act, except to the
extent we specifically incorporate this performance graph by
reference.

[graph]

Period Ending
_________________________________________________________
Index 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05
____________________________________________________________________________________

Emclaire Financial Corp. 100.00 119.76 160.27 198.06 209.47 219.95
NASDAQ Composite 100.00 79.18 54.44 82.09 89.59 91.54
SNL $250M-$500M Bank Index 100.00 142.07 183.20 264.70 300.43 318.97

Source: SNL Financial LC, Charlottesville, VA (434) 977-1600
copywright 2006 www.snl.com

Executive Officers Who are Not Directors

Set forth below is information with respect to the principal
occupations during at least the last five years for the current
executive officers of the Corporation and the Bank who do not
serve as a director. All executive officers of the Corporation
and the Bank are elected annually by the board of directors and
serve at the discretion of the board. There are no arrangements
or understandings between the executive officers and the
Corporation and any person pursuant to which such person has been
selected an officer. Age is reflected as of December 31, 2005.

Shelly L. Rhoades, age 35. Ms. Rhoades has been the
Treasurer of the Corporation and the Vice President and
Controller of the Bank since 2004. Ms. Rhoades has served in a
variety of positions for the Bank since 2000, including staff
accountant and Assistant Controller.

Raymond M. Lawton, age 51. Mr. Lawton is Secretary of the
Corporation and Senior Vice President, Chief Lending Officer of
the Bank. Mr. Lawton has been Secretary of the Corporation since
2004 and Senior Vice President and Chief Lending Officer since
2003. Since 1999, Mr. Lawton has also served as Vice
President/Loan Administration of the Bank.

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Unless instructed to the contrary, it is intended that votes
will be cast pursuant to the proxies for the ratification of the
selection of Beard Miller Company LLP, Certified Public
Accountants, of Wexford, Pennsylvania, as the Corporation's
independent public accountants for its fiscal year ending
December 31, 2006. The Corporation has been advised by Beard
Miller Company LLP that none of its members have any financial
interest in the Corporation. Ratification of Beard Miller
Company LLP will require an affirmative vote of a majority of the
shares of Common Stock cast at the Annual Meeting.

In addition to performing customary audit services related
to the audit of the Corporation's financial statements, Beard
Miller Company LLP will assist the Corporation with the
preparation of its federal and state tax returns and will perform
required retirement plan audits, charging the Corporation for
such services at its customary hourly billing rates.

Representatives of Beard Miller Company LLP will be present
at the annual meeting, will be available to respond to your
questions and will be able to make such statements as they
desire.

In the event that the shareholders do not ratify the
selection of Beard Miller Company LLP as the Corporation's
independent public accountants for the 2006 fiscal year, another
accounting firm will be chosen to provide independent public
accountant audit services for the 2006 fiscal year. The Board of
Directors recommends that the shareholders vote FOR the
ratification of the selection of Beard Miller Company LLP as the
auditors for the Corporation for the year ending December 31,
2006.

It is understood that even if the selection of Beard Miller
Company LLP is ratified, the Board of Directors, in its
discretion, may direct the appointment of a new independent
auditing firm at any time during the year if the Board of
Directors determines that such a change would be in the best
interest of the Corporation and its shareholders.

ANNUAL REPORT

A copy of the Corporation's Annual Report for its fiscal
year ended December 31, 2005, is being mailed with this Proxy
Statement. Such Annual Report is not to be treated as part of
the proxy solicitation material or having been incorporated
herein by reference.

SHAREHOLDER PROPOSALS

Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the SEC, wishes to submit a
proposal for inclusion in the Corporation's proxy statement for
its 2007 Annual Meeting of Shareholders must deliver such
proposal in writing to the Secretary of Emclaire Financial Corp.
at the principal executive offices of the Corporation at 612 Main
Street, Post Office Box D, Emlenton, Pennsylvania 16373, no later
than Monday, December 11, 2006.

Under the Corporation's current bylaws, business proposal
nominations for directors other than those to be included in the
Corporation's proxy materials following the procedures described
in Rule 14a-8 under the 1934 Act, may be made by stockholders
entitled to vote at the meeting if notice is timely given and if
the notice contains the information required by the bylaws.
Nominations must be received no less than sixty (60) days prior
to the annual meeting.

In the event the Corporation received notice of a
stockholder proposal to take action at next year's annual meeting
of stockholders that is not submitted for inclusion in the
Corporation's proxy material, or is submitted for inclusion but
is properly excluded from the proxy material, the persons named
in the proxy sent by the Corporation to its stockholders intend
to exercise their discretion to vote on the stockholder proposal
in accordance with their best judgment.

SHAREHOLDER COMMUNICATION WITH THE BOARD

The Corporation does not have a formal procedure for
shareholder communication with its Board of Directors. In
general, officers are easily accessible by telephone or mail. Any
matter intended for the Board, or for any individual member or
members of the Board, should be directed to the President with a
request to forward the same to the intended recipient. In the
alternative, shareholders can send correspondence to the Board to
the attention of the Board Chairman, David L. Cox, or to the
attention of the Chairman of the Audit Committee, Brian C.
McCarrier, in care of the Corporation at the Corporation address.
All such communications will be forwarded unopened.

OTHER MATTERS

The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in
the Notice of Meeting, but if any matters are properly presented,
it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their judgment.

ADDITIONAL INFORMATION

Upon written request, a copy of the Corporation's Annual
Report on Form 10-K may be obtained, without charge from Shelly
L. Rhoades, Treasurer, Emclaire Financial Corp., 612 Main Street,
Post Office Box D, Emlenton, Pennsylvania 16373. In addition, the
Corporation files reports with the SEC. Free copies can be
obtained from the SEC website at www.sec.gov.

The Directors and Officers of
[LOGO] Emclaire Financial Corp.
cordially invite you to attend our
2006 Annual Meeting of Shareholders
Wednesday, May 17, 2006, 11:00 a.m.
Farmers National Bank
612 Main Street
Emlenton, Pennsylvania

______________________________________________________________________________

You can vote in one of three ways: 1) By Mail, 2) By Internet, 3) By Phone.
See the reverse side of this sheet for instructions.
IF YOU ARE NOT VOTING BY TELEPHONE OR BY INTERNET, COMPLETE BOTH SIDES OF
PROXY CARD, DETACH AND RETURN IN THE ENCLOSED ENVELOPE TO:

Illinois Stock Transfer Co.
209 West Jackson Boulevard, Suite 903
Chicago, Illinois 60606
______________________________________________________________________________

IMPORTANT
---------
Please complete both sides of the PROXY CARD, sign, date,
detach and return in the enclosed envelope

DETACH ATTENDANCE CARD HERE
DETACH PROXY CARD HERE AND MAIL WITH PROXY CARD
------------------------------------------------------------------------------

(continued from other side)

THIS PROXY WHEN PROPERLY SIGNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE THIS PROXY WILL BE
VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR LISTED ON THE REVERSE SIDE. The
undersigned acknowledges receipt from the Corporation prior to the execution
of this proxy of a Notice of Annual Meeting of Shareholders, a Proxy Statement
dated April 10, 2006 and an Annual Report to Shareholders.

V A
O B
T O
E V
R E
C N
O A
N M
T E
R H
O E
L R
N E
U Signed __________________
M
B __________________
E
R Date ______________ , 2006

IMPORTANT: Please sign exactly as your name(s) appear above. If stock is held
jointly, all joint owners should sign. Executors, administrators, trustees,
guardians, custodians, corporate officers and others signing in a
representative capacity should put their full title.

------------------------------------------------------------------------------

[LOGO] Emclaire Financial Corp.

If you personally plan to attend the Annual Meeting of Shareholders, please
check the box below and list names of attendees on reverse side.

Return this stub in the enclosed envelope with your completed proxy card.

I/We do plan to attend the 2006 meeting. [ ]

Number attending _______________

------------------------------TO VOTE BY MAIL---------------------------------

To vote by mail, complete both sides, sign and date the proxy card below.
Detach the card below and rturn it in the envelope provided.

---------------------------TO VOTE BY INTERNET--------------------------------

Your internet vote is quick, confidential and your vote is immediately sub-
mitted. Just follow these easy steps:
1. Read the accompanying Proxy Statement.
2. Visit our Internet voting Site at http://www.illinoisstocktransfer.com,
click on the heading "Internet Voting" and follow the instructions on the
screen.
3. When prompted for your Voter Control Number, enter the number printed
just above your name on the front of the proxy card.
Please note that all votes cast by Internet must be completed and submitted
prior to Monday, May 15, 2006 at 11:59 p.m. EasternTime.
Your Internet vote authorizes the named proxies to vote your shares to the
same extent as if you marked, signed, dated and returned the proxy card. This
is a "secured" web page site. Your software and/or Internet provider must be
"enabled" to access this site. Please call your software or Internet provider
for further information if needed.

If You Vote By INTERNET, Please Do Not Return Your Proxy Card By Mail

---------------------------TO VOTE BY TELEPHONE-------------------------------

Your telephone vote is quick, confidential and immediate. Just follow these
three easy steps:
1. Read the accompanying Proxy Statement.
2. Using a Touch-Tone telephone, call Toll Free 1-800--555-8140 and follow
the instructions.
3. When asked for your Voter Control Number, enter the number printed just
above your name on the front of the proxy card below.
Please note that all votes cast by telephone must be completed and submitted
prior to Monday, May 15, 2006 at 11:59 p.m. EasternTime.
Your telephone vote authorizes the named proxies to vote your shares to the
same extent as if you marked, signed, dated and returned the proxy card.

If You Vote By TELEPHONE, Please Do Not Return Your Proxy Card By Mail

------------------------------------------------------------------------------
EMCLAIRE FINANCIAL CORP.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 17, 2006

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints the Board of Directors of
Emclaire Financial Corp. (the "Corporation"), or its designee, proxy of the
undersigned, with full power of substitution, to vote all of the shares the
Corporation that the undersigned may be entitled to vote at the Annual Meeting
of Shareholders of the Corporation to be held on Wednesday, May 17, 2006, at
the Farmers National Bank, 612 Main Street, Emlenton, PA 16373, at 11:00 a.m.,
local time, and at any adjournment or postponement thereof as follows:

1. ELECTION OF CLASS C DIRECTORS FOR THREE-YEAR TERMS TO EXPIRE IN 2009

FOR WITHHOLD
1. Ronald L. Ashbaugh [ ] [ ]
2. George W. Freeman [ ] [ ]
3. Brian C. McCarrier [ ] [ ]

2. Ratification of the selection of BMC, LLP, Certified Public Accountants,
as auditors of the Corporation for the year ending December 31, 2006.

[] FOR [] AGAINST

3. In its discretion, the proxy is authorization to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.

(to be signed on the other side)