Common use of The Offering Clause in Contracts

The Offering. In accordance with a plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Primary Parties, in accordance with a plan the Plan of conversion adopted by the Board Conversion of Directors Xxxxxxx Co-operative Bank, dated as of the Bank March 9, 2022 (the “Plan”), adopted by the Bank intends Boards of Directors of the Primary Parties, intend to convert from the mutual co-operative form of organization to the a stock co-operative bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) aggregate account balances of at least $50.00 as of September 30the close of business on December 31, 2012 2020 (“Eligible Account Holders”), (2) depositors of the Bank’s Bank with aggregate account balances of at least $50.00 as of the close of business on March 10, 2022 (“Supplemental Eligible Account Holders”), and (3) tax-qualified employee plans, including plans of the employee stock ownership plan established by Company and the Bank (“Tax-Qualified Employee Plan”). In addition, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “ESOPCharitable Foundation”)) $600,000 in cash and 260,000 shares of Common Stock, (3) Supplemental Eligible Account Holders in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined in the Plan); and (4) Other Members (as defined in the Planbelow). Subject to the prior subscription rights of the above-listed parties, the Holding The Company may offer for sale Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given to natural persons (including trusts of natural persons) residing in the Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthrop. In the event a Community (as defined in Offering is held, it may be held at any time during or promptly after the Plan)Subscription Offering. Depending on market conditions, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares available for sale but not subscribed for in the Subscription and Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and and/or the Syndicated Community Offering are collectively referred to as (collectively, the “Offering”). It is acknowledged that The Company will sell the purchase of Offer Shares in the Offering at $10.00 per share. If the number of Shares offered is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole increased or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC decreased in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivePlan, the term “ProspectusShares” shall refer mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the prospectus filed pursuant to Rule 424(b) or (c) from and after Foundation will represent 100% of the time said prospectus is filed Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the CommissionPlan.

The Offering. In accordance with a plan of conversion adopted by On April 22, 2009, the Board of Directors of the Bank PMMHC adopted a Plan of Conversion (the “Plan”), which provides for the Bank intends conversion of PMMHC from mutual to convert from the mutual form of organization to the stock form of organization (the “Conversion”), the formation of HoldCo as a holding company that will own 100% of the common stock of PMMHC, and the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell HoldCo is offering up to 3,680,000 6,772,221 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plansand, including the employee stock ownership plan established by the Bank (the “ESOP”)if necessary, (3ii) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on (iii) a best efforts basis through a selected dealers agreement syndicated community offering (the “Syndicated Community Offering”) (the ). The Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus, and that the Holding Company HoldCo may reject, in whole or in part, any orders subscription received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company HoldCo has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-194501156936) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company HoldCo pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, HoldCo is delivering to the Agent copies of the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. In The Bank, in accordance with a the plan of conversion adopted by the Board Boards of Directors of each of the Company and the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 10,350,000 shares (subject to increase up to 4,232,000 11,902,500 shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders Holders”), and (4) other members of the Bank as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, Xxxxxx, Xxxxxxx and thereafter to cover orders of other members of the general publicXxxx. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In accordance with a plan of conversion adopted by On October 21, 2009, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank intends to convert from the mutual form of organization to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). In connection with Upon completion of the Conversion, the Bank will become be a wholly owned subsidiary of the Holding Company. Pursuant to As part of the Plan, the Holding Company will offer and sell is offering up to 3,680,000 575,000 shares (subject to an increase of up to 4,232,000 661,250 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to (1) depositors the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Bank with Qualifying Deposits Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (as defined subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the Planfollowing order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2012 2008 (the “Eligible Account Holders”), ; (2ii) the Bank’s tax-qualified employee benefit plans, including ; (iii) the employee stock ownership plan established by Bank’s depositors with aggregate account balances of at least $50.00 as of the Bank close of business on (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the PlanHolders”); and (4iv) to depositors of the Bank as of (the “Other Members (as defined in the PlanMembers”). Subject to the prior subscription rights of the above-listed parties, the The Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription OfferingShares, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in if any, remaining after the Subscription Offering to members of in the general public to whom Community Offering on a copy of the Prospectus (as hereinafter defined) is delivered with a preference given priority basis to natural persons (including trusts of natural persons) residing in the Community (as defined in City of Baltimore, Maryland and the Plan), Maryland Counties of Baltimore and thereafter Harford and then to cover orders of other members of the general public. It In the event the Community Offering is anticipated that held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription and Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to certain selected members of the general public on a best efforts basis through a selected syndicate of registered broker-dealers agreement managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “OfferingFINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any orders subscription received in the Community Offering or the and Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-194501163797) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. In accordance with a the plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 714,200 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value .01 per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits account balances of $50.00 or more as of December 31, 1998 (as defined in "Eligible Account Holders"), (2) depositors of the Plan) Bank with account balances of $50.00 or more as of September 30, 2012 2001 (“"Supplemental Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”"), (3) depositors of the Bank as of the close of business on ___________, who continue as depositors as of the Special Meeting who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined in the Plan"Other Members"); , and (4) employees, officers and directors of the Bank to the extent they are not Eligible Account Holders, Supplemental Eligible Account Holders, or Other Members (as defined Members. To the extent Shares remain unsold in the Plan). Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Holding Company may offer is offering for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a preference given to natural persons (including trusts of natural persons) residing in the Community Illinois county of DuPage (as defined "Other Subscribers"), (all such offerees being referred to in the Planaggregate as "Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization adopted by the Board of Directors of each of the Bank OBA Parties, as amended (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 4,025,000 shares (subject to increase up to 4,232,000 4,628,750 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September April 30, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the MHC as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders State of other members of the general publicMaryland. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionDecember 2007, the Bank filed with Bank’s mutual predecessor reorganized into the Office mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the Comptroller outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the Currency (outstanding shares of common stock of the “OCC”) an application on Form AC for conversion Bank. OBA Bancorp has not issued shares of its stock to a stock bank (together with any other required ancillary applications and/or noticesthe public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by OBA Bancorp will cease to exist and the OCC in accordance with Bank will be a wholly owned subsidiary of the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501__________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In accordance with Pursuant to a plan Registration Statement on Form S-1, hereinafter described, the Company intends to distribute to the holders of conversion adopted by record (the Board of Directors "Current Shareholders") of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its 's common stock, $0.01 par value per share (the “"Common Stock”"), in as of March 26, 1997 (the "Record Date"), subscription rights (the "Subscription Rights") to subscribe for and purchase up to an aggregate of 2,701,619 Shares of Common Stock of the Company ("Shares") at a subscription price of $___ per share ("Subscription Price"). Each Current Shareholder will receive a non-transferable right to subscribe for and purchase one additional share of Common Stock for each whole share of Common Stock owned on the Record Date. Such offering (of Subscription Rights to Current Shareholders is referred to as the “Subscription "Rights Offering”) " and shall be deemed to (1) depositors commence upon the date of the Bank with Qualifying Deposits first general mailing of the prospectus, as hereinafter defined (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan"Commencement Date"). Subject to the prior subscription rights Upon completion of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Rights Offering, the “Subscription and Community Offering”) the Offer Shares Company will offer shares not subscribed for or ordered in the Subscription Rights Offering to members of the general public (the "Community Offering") to whom a copy of the Prospectus prospectus (as hereinafter defined) is delivered with and through participating registered broker-dealers in a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement concurrent syndicated community offering (the “"Syndicated Community Offering”) (the Subscription "). The Rights Offering, the Community Offering and the Syndicated Community Offering Offering, together, are collectively referred to as the “"Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. ." The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-194501) 333-___________), including exhibits (the “"Registration Statement”"), containing a prospectus relating to the Offeringxx xxe Oxxxxxng, for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto and supplements thereto, if any, and such amended prospectuses and supplemented prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became becomes effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Association, in accordance with a and pursuant to its plan of conversion adopted by the Board of Directors of the Bank Association (the “"Plan”"), the Bank intends to convert be converted from the a federally chartered mutual form savings and loan association to a federally chartered stock savings and loan association and will sell all of organization its issued and outstanding stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding The Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) its common stock (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “"Common Stock”), ") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) Association as of September 30December 31, 2012 1997 (“"Eligible Account Holders”"), (2) the Bank’s tax-tax qualified employee plans, including benefit plans of the employee stock ownership plan established by the Bank (the “ESOP”)Association, (3) depositors of the Association as of March 31, 1999 ("Supplemental Eligible Account Holders (as defined in the PlanHolders"); , and (4) certain other members of the Association ("Other Members Members") pursuant to rights to subscribe for shares of Common Stock (as defined in the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Holding Company may also offer the Common Stock for sale to persons residing in communities near the Association's Offices in a community offering and syndicated community offering (the "Community Offering") conducted after the Subscription Offering and the Company may offer its Common Stock for sale in a community public offering to selected persons (the “"Public Offering,") conducted after the Community Offering” and when referred to together with or subsequent to the Subscription . The Public Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Subscription Offering are refereed to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the “Offering”)Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Public Offering or the Syndicated Direct Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, Association desire to retain Capital Resources to assist the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Offering. By and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivethrough this Agreement, the term “Prospectus” shall refer Company and the Association confirm the retention of Capital Resources to assist the prospectus filed pursuant to Rule 424(b) or (c) from Company and after the time said prospectus is filed with Association during the CommissionOffering.

The Offering. In The Bank, in accordance with a the plan of conversion as adopted by the Board Boards of Directors of each of the Bank Meetinghouse Parties (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 575,000 shares (subject to increase up to 4,232,000 661,250 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2010 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of December 31, 2011 (“Supplemental Eligible Account Holders”), (3) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) each Officer, Employee or Director who is not an Eligible Account Holder or Supplemental Eligible Account Holder “Other Members (as defined in the PlanEligible Subscribers”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)Massachusetts communities of Dorchester and Xxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501180026) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Depositors relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the Bank has filed with the FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “FDIC Conversion Application”, and together with the Massachusetts Conversion Application, the “Conversion Applications”), including copies of the Information Statement, the Appraisal and the Prospectus. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”).

The Offering. In accordance with The Company was incorporated on May 22, 1996, for the purpose of serving as a plan savings and loan holding company and a bank holding company which will own of record all of the shares of common stock to be issued by the Association in the conversion of the Association from the mutual form to the capital stock form of organization (hereinafter referred to as the "Conversion") pursuant to a Plan of Conversion adopted by the Board of Directors of the Bank Association on March 5, 1996 (hereinafter referred to as the “Plan”"Plan of Conversion"), and in accordance with the Bank intends regulations of the Office of Thrift Supervision (hereinafter referred to convert from as the mutual form of organization to the stock form of organization (the “Conversion”"OTS"). In connection with As set forth in the Plan of Conversion, the Bank will become Company intends to conduct a wholly owned subsidiary subscription offering in which a minimum of the Holding Company. Pursuant to the Plan, the Holding Company will offer 765,000 and sell up to 3,680,000 a maximum of 1,035,000 shares (subject to a possible increase up to 4,232,000 1,190,250 shares) (of common stock of the “Shares” or “Offer Shares”) of its common stockCompany, $0.01 without par value per share (hereinafter referred to as the “Common Stock”"Shares"), in will be offered to certain eligible subscribers at a subscription offering purchase price of $10.00 per Share (hereinafter referred to as the “"Subscription Offering”") in accordance with the terms and subject to (1) depositors the conditions of the Bank with Qualifying Deposits (as defined in the Plan) as Plan of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); Conversion and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ). Simultaneously with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively the Company intends to offer the Shares to the public in a direct community offering (hereinafter referred to as the “"Community Offering”"). It In a transaction which is acknowledged that currently expected to occur simultaneously with the purchase consummation of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Company will acquire 120,429 shares of common stock, $8.00 par value per share, of Citizens National Bank filed of Madison ("Citizens"), a national banking association (the "Citizens Shares"), which constitute 95.6% of Citizens' issued and outstanding capital stock, pursuant to the terms of an Amended and Restated Stock Purchase Agreement dated March 4, 1996 ("Purchase Agreement"). The Company's acquisition of the Citizens Shares pursuant to the Purchase Agreement is hereinafter referred to as the "Acquisition." Upon consummation of the Acquisition, the Company will own of record the Citizens Shares and will act as the bank holding company of Citizens. The Association and Citizens are hereinafter referred to as the "Institutions." The Company has been advised by Trident that Trident will utilize its best efforts to assist the Company and the Association in the completion of the Conversion and to assist the Company and the Association with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration sale of the Shares under in the Securities Act Subscription Offering and in the Community Offering. At the time of 1933 the execution of this Sales Agency Agreement (the “1933 Act”hereinafter referred to as this "Agreement"), the Company delivered to Trident the Prospectus for use in the Subscription Offering and has filed such amendments thereto and such amended prospectuses as may have been required in the Community Offering. The Prospectus contains information with respect to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectiveCompany, the term “Prospectus” shall refer to Institutions and the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionShares.

The Offering. In The Association, in accordance with a an amended plan of conversion ("Plan") adopted by the its Board of Directors of the Bank (the “Plan”)Directors, the Bank intends to convert from the a federally chartered mutual form savings and loan association to a federally chartered stock savings and loan association and to issue all of organization its outstanding capital stock to the Company. Unless the context requires otherwise, all references to "Association" herein shall include the Association in its mutual and in its converted form as a federal stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Companysavings and loan association. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares ___________ (subject to increase adjustment up to 4,232,000 shares___________) (the “Shares” or “Offer Shares”) shares of its common stock, $0.01 no par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1i) depositors of Eligible Account Holders, (ii) the Bank with Qualifying Deposits Association's employee stock ownership plan (the "ESOP"), (iii) Supplemental Eligible Account Holders, (iv) Other Members and (v) directors, officers and employees, as those terms are defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined . The Company shall offer any Shares not subscribed for in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer Subscription Offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") the Offer Shares not subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons (including trusts of natural persons) residing who reside in the Community (Local Community, as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that If any Shares are not subscribed for or purchased in the Subscription and Community Offering may be offered to certain members Offering, the Agent, at the request of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In additionAssociation, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) shall seek to form a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration syndicate of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.selected

The Offering. In The Company, in accordance with a plan the Agreement and Plan of conversion adopted by the Board Conversion Merger dated as of Directors of the Bank November 14, 2014 (the “PlanMerger Agreement”)) by and among the Company, the Bank and St. Jxxxx, intends to convert acquire St. Jxxxx in connection with St. Jxxxx’ conversion from the mutual form of organization to the stock form of organization (the “Conversion”). In connection , and immediately thereafter to cause St. Jxxxx to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company“Conversion Merger”). Pursuant to a Plan of Conversion Merger of St. Jxxxx with the PlanBank, adopted by the Board of Directors of each of St. Jxxxx, the Holding Company and the Bank (the “Plan”), the Company will offer and sell up to 3,680,000 97,963 shares (subject to increase up to 4,232,000 112,657 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 0.10 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank St. Jxxxx with Qualifying Deposits (as defined in the Plan) ), as of September 30, 2012 2013 (“Eligible Account Holders”), (2) the BankCompany’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders depositors of St. Jxxxx with Qualifying Deposits (as defined in the Plan); , as of [DATE] (“Supplemental Eligible Account Holders”), and (4) Other Members (other depositor members of St. Jxxxx as defined in the PlanPlan (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)who are residents of St. Jxxxx, Minnesota or Watonwan County, Minnesota, and thereafter second to cover orders the Company’s existing shareholders as of other members of the general public___________. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Company, in accordance with a plan the Amended and Restated Agreement and Plan of conversion adopted by the Board Merger Conversion dated as of Directors of the Bank December 15, 2022 (the “PlanMerger Agreement”)) by and among the Company, the Bank and Elberton, intends to convert acquire Elberton in connection with Elberton’s conversion from the mutual form of organization to the stock form of organization (the “Conversion”). In connection , and immediately thereafter to cause Elberton to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company“Merger Conversion”). Pursuant to the Plan of Merger Conversion of Elberton Bank with Oconee State Bank, adopted by the Board of Directors of each of Elberton and the Bank (the “Plan,” and together with the Merger Agreement, the Holding “Agreement and Plan”), the Company will offer and sell up to 3,680,000 149,015 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 2.00 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank Elberton with Qualifying Deposits (as defined in the Plan) $50.00 or more on deposit as of September 30the close of business on March 31, 2012 2020 (“Eligible Account Holders”), (2) depositors of Elberton (other than officers or directors of Elberton) with $50.00 or more on deposit as of the Bank’s tax-qualified employee plansclose of business on the Supplemental Eligibility Record Date, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the PlanPlan (“Supplemental Eligible Account Holders”); , and (43) Other Members (any other person who is a member of Elberton in accordance with Elberton’s Bylaws and OCC regulations as of the Voting Record Date, as defined in the PlanPlan (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to and, together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus Offering Circular (as hereinafter defined) is delivered delivered, with a preference given first to natural persons (including trusts of natural persons) residing in Elberton, Georgia or Elbert County, Georgia, next to stockholders of record of the Community (Company as of the last day of the month immediately preceding the qualification of the Offering Statement, as defined in the Plan)below, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering Offering, if any, may be offered to certain members of the general public by Performance Trust on a best best-efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (” and together with the Subscription Offering, and Community Offering and Syndicated Community Offering are collectively referred to as Offering, the “Offering”). It is acknowledged that the The purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization adopted by the Board of Directors of each of the Bank OBA Parties (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 4,025,000 shares (subject to increase up to 4,232,000 4,628,750 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September April 30, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the MHC as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in Maryland Counties of Xxxxxxxxxx and Xxxxxx and the Plan), and thereafter to cover orders District of other members of the general publicColumbia. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionDecember 2007, the Bank filed with Bank’s mutual predecessor reorganized into the Office mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the Comptroller outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the Currency (outstanding shares of common stock of the “OCC”) an application on Form AC for conversion Bank. OBA Bancorp has not issued shares of its stock to a stock bank (together with any other required ancillary applications and/or noticesthe public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by OBA Bancorp will cease to exist and the OCC in accordance with Bank will be a wholly owned subsidiary of the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501161898) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 18, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Association, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank Association (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings association and to simultaneously merge with and into First Federal Savings and Loan Association of organization to the stock form of organization Independence, ("First Federal") a Federal savings and loan association (the “"Merger Conversion”"). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the PlanAssociation's plan of merger conversion ("Plan of Merger Conversion"), non-transferable rights to subscribe ("Subscription Rights") for the Holding Company will offer and sell up to 3,680,000 shares Company's common stock (subject to increase up to 4,232,000 shares) (the “"Shares” " or “Offer Shares”) of its common stock, $0.01 par value per share (the “"Common Stock”)") have been given, in a subscription offering (the “Subscription Offering”) to order of priority, to: (1) depositors Eligible Account Holders (deposit account holders of the Bank with Qualifying Deposits (as defined in the Plan) Association as of September 30December 31, 2012 (“Eligible Account Holders”1996), ; (2) the Bank’s taxTax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), Qualified Employee Plans; (3) Supplemental Eligible Account Holders (deposit account holders of the Association as defined in of June 30, 1998); (4) members of the PlanAssociation, other than Eligible Account Holders and Supplemental Eligible Account Holders, as of ________ ___, 1998, the voting record date for the Special Meeting ("Other Members"); and (45) Other Members officers, directors and employees of the Association (as defined in the Plan"Subscription and Community Offering"). Subject Concurrently, and subject to the prior subscription rights of the above-listed partiesholders of Subscription Rights, the Holding Company may offer is offering its common stock for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a first preference given to natural persons (including trusts of natural persons) residing in Xxxxxx County, Kansas (the "Community (as defined in the PlanOffering"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, the Community Offering and the Syndicated Community Offering are collectively referred to collectively as the “"Subscription and Community Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is All purchases will be subject to the maximum and minimum purchase limitations as and other terms and conditions described in the Plan of Merger Conversion including the Association's and that the Holding Company may rejectCompany's right, in their sole discretion, to reject orders received in the Community and the Syndicated Community Offering in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office The shares will be offered at a price equal to 95% of the Comptroller average market price of the Currency Company's common stock (based on the average of the closing bid and ask quotations on the NASDAQ SmallCap Market) for the ten trading days ending on the expiration date of the offering (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The MHC, in accordance with a the plan of conversion and reorganization adopted by the Board of Directors of each of the Bank Harvard Parties, [as amended] (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and Harvard Financial will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,092,500 shares (subject to increase up to 4,232,000 1,256,375 shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of [SUPPLEMENTAL DATE] (“Supplemental Eligible Account Holders Holders”), and (4) other members of the MHC as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined counties of McHenry and Grundy in the Plan), and thereafter to cover orders State of other members of the general publicIllinois. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionOctober 2005, the Bank filed with Bank’s mutual predecessor reorganized into the Office mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the Comptroller outstanding shares of Harvard Financial. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Harvard Financial currently owns 100% of the Currency (outstanding shares of common stock of the “OCC”) an application on Form AC for conversion Bank. Harvard Financial has not issued shares of its stock to a stock bank (together with any other required ancillary applications and/or noticesthe public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by Harvard Financial will cease to exist and the OCC in accordance with Bank will be a wholly owned subsidiary of the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501161931) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC, dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Bank has filed an Application with the Director (the “Director”) of the Division of Banking of the Illinois Department of Financial and Professional Regulation (the “Division”), including the Prospectus, exhibits, and all amendments and supplements required to be filed with respect thereto to the date hereof (as so amended and supplemented, the “Division Application”) for approval of the Conversion and with the FDIC under the Bank Merger Act (the “FDIC Application”). The Division Application and the FDIC Application include, among other things, the Plan and the MHC’s proxy statement (the “Proxy Statement”) for the special meeting of the MHC’s members to approve the Plan to be held on , 2010 (the “Special Meeting”) and the Prospectus.

The Offering. In accordance with a plan of conversion adopted by the Board of Directors Trustees of the Bank MHC (the “Plan”), the Bank MHC intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 7,820,000 shares (subject to increase up to 4,232,000 8,993,000 shares) (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30May 31, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), and (3) Supplemental employees, officers, directors, trustees and corporators of the Bank, the Mid-Tier Holding Company and the MHC who do not have a higher priority right to subscribe for the Shares (the “Other Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the PlanSubscribers”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Local Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office As part of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan ActPlan, the Holding Company intends to establish a charitable foundation, to be known as amended the “Belmont Savings Bank Foundation” (the “HOLAFoundation”), and 12 C.F.R. Part 192contribute to the Foundation $200,000 in cash and a number of shares of Common Stock equal to 2% of the number of Shares sold in the Offering (the “Foundation Shares”). The Foundation will qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The MHC, the Mid-Tier Holding Company and the Bank have jointly filed an application with respect to the conversion (as amended or supplemented, the “Application”) with the Massachusetts Commissioner of Banks (the “Commissioner”). The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an a bank holding company application on Form H-(e)1 FR Y-3 (together with any other required ancillary applications and/or noticesas amended or supplemented, the “Holding Company Application”) to become a unitary savings with the Federal Reserve Board (“FRB”) and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501174808) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of both the Shares and the Foundation Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Association, in accordance with a its plan of conversion ("Plan"), adopted by the its Board of Directors of the Bank (the “Plan”)Directors, the Bank intends to convert from the a federal mutual form savings and loan association to a federal stock savings and loan association and issue all of organization its outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will intends to offer and sell up to 3,680,000 1,437,500 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “"Shares" or "Common Stock”"), subject to possible increase to up to 1,653,125 Shares, in a subscription offering (the “"Subscription Offering”") to (1i) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30Association on October 31, 2012 1995 (“"Eligible Account Holders”"), (2ii) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank Association's Employee Stock Ownership Plan (the “"ESOP”"), (3iii) depositors in the Association on December 31, 1996 ("Supplemental Eligible Account Holders"), (iv) members of the Association other than Eligible Account Holders and Supplemental Eligible Account Holders as of _________, 1997 (as defined in the Plan"Other Members"); , and (4v) Other Members (as defined in employees, officers and directors of the Plan)Association. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”) "), conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given to natural persons who reside in Shelby County, Ohio (including trusts of natural persons"Local Community") residing (all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Association may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. ." The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement Registration Statement on Form S-1 (File No. 333-194501________) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereto, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. The Association has filed with the Office of Thrift Supervision ("OTS") an Application for Approval of Conversion ("Conversion Application"), including the Prospectus, and has filed such amendments thereto, if any, as may have been required by the OTS pursuant to the Home Owners' Loan Act, as amended ("HOLA"), and 12 C.F.R. Part 563b ("Conversion Regulations"). The Conversion Application has been approved by the OTS and the related Prospectus and proxy statement has been authorized for use by the OTS. In addition, the Company has filed with the OTS an application on Form H-(e) 1-S ("Holding Company Application"), and has filed such amendments thereto as may have been required by the OTS, to become a registered savings and loan holding company under the HOLA.

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Melrose Parties (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,990,000 shares (subject to increase up to 4,232,000 3,438,500 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of March 10, 2014 (“Supplemental Eligible Account Holders”) and (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)City of Melrose, Massachusetts, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501194475) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Shareholders relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the Bank has filed with the FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “FDIC Conversion Application”, and together with the Massachusetts Conversion Application, the “Conversion Applications”), including copies of the Information Statement, the Appraisal and the Prospectus. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”).

The Offering. In The Company, in accordance with a plan of conversion its Stock Issuance Plan adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,914,750 shares (subject to increase up to 4,232,000 2,201,963 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 .10 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 2002 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by Employee Stock Ownership Plan of the Bank (the “"ESOP”), ") and (3) depositors of the Bank with Qualifying Deposits as of March 31, 2004 ("Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the PlanHolders"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts people who are residents of natural persons) residing in the Community (as defined in the Plan)Madison County, and thereafter to cover orders of other members of the general publicIllinois. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Common Shares offered for sale in the Conversion, the Bank filed with the Office Offering will represent a minority ownership interest of 45% of the Comptroller Company* s total outstanding shares of Common Shares. The Company will issue the Currency Shares at a purchase price of $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Company, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant and to the Plan, the Holding Company will offer and sell up to 3,680,000 8,986,250 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 no par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of persons with $50.00 or more on deposit at the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 1997 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) persons with $50.00 or more on deposit at the Bank as of June 30, 1999 ("Supplemental Eligible Account Holders (as defined in the Plan); and Holders") (4) the Bank's depositors and Borrowers as of _______ ____, 1999 (other than Eligible Account Holders and Supplemental Eligible Account Holders) ("Other Members Members"), and (5) persons with $50.00 or more on deposit at the Commercial Bank of Xxxxxxx as defined in the Planof December 31, 1997 ("Commercial Depositors"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering (the “"Direct Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to natural persons (including and trusts of natural personspersons who are permanent residents of Snohomish County (the "Local Community") residing ("Other Subscribers") (all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement dealer arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Direct Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Direct Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. ." The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-19450181125) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with ________ (the "Conversion Regulations"), the Company and the Bank have filed with the Washington Department of Financial Institutions ("Department of Financial Institutions") an Application for Conversion (the "Conversion Application"), including the Prospectus, and has filed such amendments thereto, if any, as may have been required by the Department of Financial Institutions. The Conversion Application was also filed with the Federal Deposit Insurance Corporation ("FDIC") for their no objection to the Conversion. The Conversion Application has been approved by the Department of Financial Institutions and the FDIC has issued a non-objection letter to the Conversion. The Prospectus has been authorized for use by the Department of Financial Institutions. In addition, the Company has filed with the Federal Reserve Bank of San Francisco ("FRB") a Form FRY-3 as required under the Bank Holding Company Act of 1956, as amended ("BHCA") and Regulations thereunder (the "Holding Company Application"). In connection with the Stock Conversion and pursuant to the terms of the Plan as described in the prospectus, immediately following the consummation of the Stock Conversion, subject to the approval of the members of the Company and the stockholder of the Bank and compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute up to 8% of the shares of Common Stock sold in the Stock Conversion, not to exceed ________ shares, to a charitable foundation (the "Foundation") (such shares hereinafter being referred to as the "Foundation Shares").

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a state chartered mutual form savings bank to a state chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 6,936,513 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of September 30July 31, 2012 1996 (“"Eligible Account Holders”"), (2) the Company's and Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank 's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with savings accounts of $50 or more as of December 31, 1997 ("Supplemental Eligible Account Holders (as defined in the Plan); Holders") and (4) depositors of the Bank as of the Voting Record Date, _______ __, 1998 ("Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to natural persons (including and trusts of natural personspersons who are permanent residents of Kaxx, Cook and McXxxxx Xounties of Illinois (the "Local Community") residing ("Other Subscribers") (all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by Wexx (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus, immediately following the consummation of the Conversion, subject to the Bank filed with the Office approval of the Comptroller members of Bank and compliance with certain conditions as may be imposed by regulatory authorities, the Currency Company will contribute newly issued Common Stock equal to 8% of such Shares sold in the Conversion to the Elgin Financial Foundation (the “OCC”"Foundation") an application on Form AC for conversion such shares hereinafter being referred to a stock bank as the (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Foundation Shares"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the a Washington state-chartered mutual form of organization savings bank to the a Washington state-chartered stock form of organization savings bank (the “Conversion”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Conversion will be accomplished pursuant to Washington state law and federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Holding CompanyWashington Department of Financial Institutions (“WDFI”) and the FDIC. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 [Max Shares] shares (subject to increase up to 4,232,000 [S-Max Shares] shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of _______ ___, 200__ (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (other depositor of the Bank as defined in the Plan)of _______ ___, 200__. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts who are residents of natural persons) residing in the Community (as defined in the Plan)Clallam, King, Kitsup, Xxxxxx and thereafter to cover orders of other members of the general publicSnohomish Counties, Washington. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501333-________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the regulations of the WDFI and the FDIC (the “Conversion Regulations”), the Bank has filed with the WDFI and the FDIC an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”), and has filed such amendments thereto as may have been required by the WDFI and the FDIC. The Form AC has received the approval of the WDFI and the non-objection of the FDIC and the related Prospectus has been authorized for use by the WDFI and the FDIC. In addition, the Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 Application (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act of 1956 (the “BHCA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank Trustees (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock form Company in exchange for 50% of organization (the “Conversion”)net conversion proceeds. The Company will retain the other 50% of net conversion proceeds. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 35,595,238 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value .01 per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $50.00 or more as of September 30March 31, 2012 1996 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plansStaten Island Bancorp, including the employee stock ownership plan established by the Bank Inc. Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with account balances of $50.00 or more as of June 30, 1997 ("Supplemental Eligible Account Holders (as defined in the PlanHolders"); and , (4) depositors of the Bank as of the close of business on ________, 1997 (other than Eligible Account Holders and Supplemental Eligible Account Holders) ("Other Members Members"), and (as defined 5) employees, officers and directors of the Bank. To 2 the extent Shares remain unsold in the Plan). Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”) "), the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given ("Other Subscribers"), (all such offerees being referred to natural persons (including trusts of natural persons) residing in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission."

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank West End Parties (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 _______ shares (subject to increase up to 4,232,000 ________ shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2011 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined Indiana Counties of Union and Xxxxx, and next to cover orders of other persons residing in the Plan)Community, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In addition, in connection with the ConversionPlan, the Holding Company intends to establish the West End Bank filed with the Office of the Comptroller of the Currency Charitable Foundation (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion ApplicationFoundation”) and amendments thereto as required upon consummation of the Conversion, donate $125,000 and 38,000 shares of Holding Company Common Stock to the Foundation. In 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192MHC. The Holding Company has filed with the Board of Governors MHC currently owns 100% of the Federal Reserve System (outstanding shares of the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or noticesMid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank, The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA MHC and the regulations promulgated thereunderMid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. In addition, the The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501175509) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 192 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated June 10, 2011 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the federal regulators. The Form AC has been approved by the Board of Governor’s of the Federal Reserve Board (“FRB”) and any other appropriate regulator and the related Prospectus has been authorized for use by the FRB. In addition, the Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”), as in effect at the time.

The Offering. In accordance with Pursuant to the Plan of Reorganization from a plan of conversion Mutual Savings and Loan Association to a Mutual Holding Company and Stock Issuance Plan adopted by the Board of Directors of the Bank Association on August 19, 2010 and amended and restated on October 27, 2010 (the “Plan”), the Bank intends to convert from the mutual form Company is offering by way of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell non-transferrable subscription rights up to 3,680,000 1,821,600 shares (subject to an increase of up to 4,232,000 2,094,480 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering Stock (the “Subscription Offering”) to to: (1) depositors of the Bank Association with Qualifying Deposits (Deposits, as defined in the Plan) , as of September June 30, 2012 2009 (“Eligible Account Holders”), ; (2) Tax-Qualified Employee Plans of the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders Association (as defined in the Plan); (3) depositors of the Association with Qualifying Deposits as of September 30, 2010 (“Supplemental Eligible Account Holders”); and (4) Other Members (Members, as defined in the PlanPlan (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering (the “Direct Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Direct Community Offering”) ), which may be commenced concurrently with, during, or after the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)Oconee and Pickens Counties, and thereafter to cover orders of other members of the general publicSouth Carolina. It is anticipated that any Shares shares not subscribed for in the Subscription and Direct Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (” and, together with the Subscription Offering and the Direct Community Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Direct Community Offering or the Syndicated Community Offering. In connection with Pursuant to the ConversionPlan, the Bank filed with the Office Company is offering a minimum of the Comptroller 1,346,400 shares and a maximum of the Currency 1,821,600 shares (subject to an increase of up to 2,094,840 shares) of Common Stock (the “OCCShares”) an application on Form AC in the Offering for conversion to a stock bank (together with any other required ancillary applications and/or notices, purchase price of $10.00 per share. If the “Conversion Application”) and amendments thereto as required by the OCC number of Shares is increased or decreased in accordance with the Home Owners’ Loan ActPlan, as amended (the term “HOLA”)Shares” shall mean such greater or lesser number, and 12 C.F.R. Part 192where applicable. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the U.S. Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501169410) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Foundation Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. The Plan provides for the Association to reorganize from a federally chartered mutual savings and loan association to a federally chartered stock savings association in federal mutual holding company form of ownership and issue all of its stock to the Company and for the Company to issue a majority of its outstanding Common Stock to the MHC (the “Reorganization”). The Plan also provides that the Company shall contribute not more than 2% of its to-be outstanding shares of Common Stock (the “Foundation Shares”) to a charitable foundation to be established by the Association (the “Charitable Foundation”). Upon the completion of the Reorganization and the Offering, the purchasers of Shares in the Offering will own 33% of the outstanding Common Stock, the Charitable Foundation will own 1.98% of the outstanding Common Stock and the MHC will own 65.02% of the outstanding Common Stock. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”), except as such rules and regulations may be waived by the OTS. In accordance with Title 12, Parts 563b and 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the following applications have been filed with the OTS: (i) Holding Company Application on Form H-(e)1-S (the “Holding Company Application”); (ii) a Form MHC-1 Notice of Mutual Holding Company Reorganization (the “Form MHC-1 Notice”); and (iii) a Form MHC-2 Application for Approval of a Minority Stock Issuance (the “Form MHC-2 Application”). All amendments to the foregoing required to the date hereof have also been filed. The Holding Company Application, the Form MHC-1 Notice and the Form MHC-2 Application are referred to herein collectively as the “Reorganization Applications.”

The Offering. In accordance with a plan of conversion adopted by On June 13, 2012, the Board of Directors of the Bank adopted a Plan of Conversion, (the “Plan”), which provides for (i) the conversion of the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection in accordance with the Conversion, the Bank will become a wholly owned subsidiary laws of the Holding Company. Pursuant to United States and the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) applicable regulations of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion (the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a stock bank wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 3,220,000 shares (together subject to increase to up to 3,703,000 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with any other required ancillary applications and/or noticesthe Subscription Offering and the Community Offering, the “Conversion ApplicationOffering”) and amendments thereto as required by ), in connection with the OCC Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Home Owners’ Loan ActPlan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as amended applicable. In the Subscription Offering, non-transferable rights to subscribe for between 2,380,000 and 3,220,000 Shares (subject to increase to up to 3,703,000 Shares) of the Common Stock (the “HOLASubscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on March 31, 2011 (the “Eligible Account Holders”); (ii) the Bank’s tax qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on June 30, 2012 (the “Supplemental Eligible Account Holders”); and 12 C.F.R. Part 192(iv) to depositors of the Bank as of August 2, 2012 (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons, including trusts of natural persons, residing in Baltimore City or the Maryland Counties of Xxxx Arundel, Baltimore, Carroll, Harford, Xxxxxx and Queen Anne’s and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) managed by the Agent as the sole book running manager. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-194501182151) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OCC an Application for Conversion (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Bank (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated August 13, 2012 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. In Pocahontas Bancorp, Inc., a Delaware corporation, will convert first to a federal stock holding company and thereafter to an interim federal stock savings bank. Thereafter, it will merge into the Bank. The MHC, in accordance with a plan its Plan of conversion Conversion and Reorganization adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from to an interim federal stock savings bank and merge with and into the mutual form of organization Bank, pursuant to which the stock form of organization MHC will cease to exist (the “"Conversion”"). In connection therewith, each stockholder other than the MHC immediately prior to the Conversion ("Public Stockholders") will receive Exchange Shares of the Company's common stock ("Common Stock," or "Shares") pursuant to a ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of fractional shares and (b) the purchase by such stockholders of additional shares of Common Stock in the Offering. Pursuant to the Plan and in connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell is offering up to 3,680,000 2,875,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share stock (the “Common "Conversion Stock”") in a subscription and community offering (the "Offerings"), . Conversion Stock is first being offered in a subscription offering (with nontransferable subscription rights being granted, in the “Subscription Offering”) following order of priority, to (1i) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $50.00 or more as of the close of business on September 30, 2012 1996 (“"Eligible Account Holders”"), ; (2ii) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by 's KSOP; (iii) depositors of the Bank with account balances of $50.00 or more as of the close of business on December 31, 1997 (the “ESOP”), (3) "Supplemental Eligible Account Holders (as defined in the PlanHolders"); (iv) depositors of the Bank as of the close of business on ______________, 1998 (other than Eligible Account Holders and Supplemental Eligible Account Holders) and certain borrowers ("Other Members") and (4v) Other Members stockholders of the Company, other than the Mutual Holding Company (as defined in the Plan"Public Stockholders"). Subscription rights will expire if not exercised by Noon, Central time, on March __, 1998, unless extended. Subject to the prior subscription rights of the above-listed partiesholders of subscription rights, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares Conversion Stock not subscribed for or ordered in the Subscription Offering is being offered in the Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined Local Community. The Primary Parties reserve the absolute right to reject or accept any orders in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in either at the Community Offering time of receipt of an order or as soon as practicable following the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Expiration Date. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-194501333-_____) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offerings for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the regulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the MHC has filed with the OTS an Application for Conversion on Form AC (the "Conversion Application"), including the prospectus, and has filed such amendments thereto, if any, as may have been required by the OTS. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In The Company, in accordance with a plan its Plan of conversion Reorganization and Stock Issuance adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 931,500 shares (subject to increase up to 4,232,000 1,071,225 shares) (the “"Shares” or “Offer Shares”") of its common stock, $0.01 par value per share (the “"Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2006 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank, other than directors and officers of the Bank, with Qualifying Deposits as of June 30, 2008 ("Supplemental Eligible Account Holders"), and (4) depositors of the Bank as of_____________, 2008, who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined in the Plan); and (4) "Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in counties in which the Community (as defined in the Plan), and thereafter to cover orders of other members of the general publicBank has offices. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-194501151131) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). In accordance with Title 12, Part 575 of the Code of Federal Regulations (the "MHC Regulations"), the Bank has filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the "MHC Applications"), including the Prospectus and the Valuation Appraisal Report prepared by Xxxxxxx Financial Advisors, Inc. (the "Appraisal") and has filed such amendments thereto as may have been required by the OTS. The MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In The Company, in accordance with a plan of conversion stock issuance adopted by the Board of Directors of the Bank Directors, (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company ) will offer and sell up to 3,680,000 7,848,750 shares (subject to increase up to 4,232,000 shares9,026,063) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September November 30, 2012 2003 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of March 31, 2005 (“Supplemental Eligible Account Holders Holders”), and (4) the Bank’s Other Depositors as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts who are residents of natural persons) residing in the Community (as defined in the Plan)Hampden and Hampshire Counties, and thereafter to cover orders of other members of the general publicMassachusetts. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Common Shares offered for sale in the Conversion, the Bank filed with the Office Offering will represent a minority ownership interest of 44.6% of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company’s total outstanding Common Shares. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 575 (the “Reorganization Regulations”), the Company has filed with the OTS a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (“MHC-2 Application”), including the Prospectus and the Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The MHC-2 Application have been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In accordance with a plan of conversion adopted by On March 12, 2013, the Board of Directors of the Bank Association adopted a Plan of Conversion, (the “Plan”), which provides for (i) the Bank intends to convert conversion of the Association from the mutual form of organization to the stock form of organization (the “Conversion”). In connection in accordance with the Conversion, the Bank will become a wholly owned subsidiary laws of the Holding Company. Pursuant to United States and the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) applicable regulations of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion (the “Conversion Regulations”), the issuance of all of the Association’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Association will be a stock bank wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 690,000 shares (together subject to increase to up to 793,500 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with any other required ancillary applications and/or noticesthe Subscription Offering and the Community Offering, the “Conversion ApplicationOffering”) and amendments thereto as required by ), in connection with the OCC Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Home Owners’ Loan ActPlan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Association herein shall include the Association in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as amended applicable. In the Subscription Offering, non-transferable rights to subscribe for between 510,000 and 690,000 Shares (subject to increase to up to 793,500 Shares) of the Common Stock (the “HOLASubscription Rights”) will be granted, in the following order of priority: (i) the Association’s depositors with aggregate account balances of at least $50.00 as of the close of business on January 31, 2012 (the “Eligible Account Holders”); (ii) the Association’s tax qualified employee benefit plans; (iii) the Association’s depositors with aggregate account balances of at least $50.00 as of the close of business on , 2013 (the “Supplemental Eligible Account Holders”); and 12 C.F.R. Part 192(iv) to depositors and borrowers of the Association as of , 2013 (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons, including trusts of natural persons, residing in Westchester, Xxxxxx and Rockland Counties, New York and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) managed by the Agent as the sole book running manager. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-194501187317) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Association has filed with the OCC an Application for Conversion (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Association (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus, dated , 2013, to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. In accordance with a the plan of conversion as adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the current mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,070,000 shares (subject to increase up to 4,232,000 2,380,500 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank is establishing in connection with the conversion (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); , and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.promulgated

The Offering. In The MHC, in accordance with a the plan of conversion as adopted by the Board Boards of Directors of the Bank Mid-Tier, the Bank, and the MHC (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Companyorganization. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 486,828 shares (subject to increase up to 4,232,000 559,852 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plansstock benefit plans of the Bank or the Holding Company, including the employee stock ownership plan established by the Bank Bank’s Employee Stock Ownership Plan and related trust (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); , if any, and (4) Other Members any person holding a Deposit Account with a positive balance on the Voting Record Date (as defined in the Plan), who is not an Eligible Account Holder or Supplemental Eligible Account Holder. Subject To the extent Offer Shares are not subscribed for in the Subscription Offering, such Offer Shares may be offered to the prior subscription rights certain members of the above-listed parties, the Holding Company may offer for sale general public in a community offering (the “Community Offering” and when referred to together ”), with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) residing in persons who are residents of Xxxx County, Illinois and second to stockholders of the Community Mid-Tier as of the Voting Record Date (as defined in the Plan), ) and thereafter finally to cover orders of other members of the general public. The Community Offering, which together with the Subscription Offering, as each may be extended or reopened from time to time, are herein referred to as the “Subscription and Community Offering,” may be commenced concurrently with, or upon conclusion of the Subscription Offering. It is currently anticipated that any Offer Shares not subscribed for in the Subscription and Community Offering may will be offered offered, subject to certain members of the general public on Section 2 hereof, in a best efforts basis through a selected dealers agreement syndicated community offering (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”), which may occur concurrently with the Subscription and Community Offering. It is acknowledged that the Holding Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Syndicated Offering and the Community Offering. The Subscription and Community Offering and the Syndicated Offering are hereinafter referred to collectively as the “Offerings.” Pursuant to the Plan, the Holding Company will issue a minimum of 641,750 shares and a maximum of 868,250 shares of its Common Stock (subject to increase up to 998,488 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier in exchange for their existing shares of the Mid-Tier (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier will cease to exist. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company and the related mergers, the exchange of the Mid-Tier’s public stockholders’ shares for the Exchange Shares, the acquisition of the capital stock of the Bank by the Holding Company and the Offerings are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Offer Shares to be sold in the Conversion may be increased or decreased as described in the Plan; that the purchase of the Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any orders subscription received in the Community Offering or the and Syndicated Community Offering. In connection with the ConversionCollectively, the Bank filed with Offer Shares and the Office of the Comptroller of the Currency (Exchange Shares may also be termed the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, Shares.” If the “Conversion Application”) and amendments thereto as required by the OCC number of Shares is increased or decreased in accordance with the Home Owners’ Loan ActPlan, as amended (the term “HOLA”)Shares” shall mean such greater or lesser number, and 12 C.F.R. Part 192where applicable. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501198702) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), the Holding Company has filed an application on Form H-(e)1 for approval of its acquisition of the Bank (the “Holding Company Application”) and has filed such amendments thereto as may have been required by the FRB. The MHC, the Holding Company, the Mid-Tier and the Bank also have filed an Application for Conversion on Form AC (the “Form AC”) with the FRB (the “Conversion Application”).

The Offering. In The Bank, in accordance with a its plan of conversion reorganization and the related plan of stock issuance adopted by the its Board of Directors of (collectively, the Bank (the “"Plan”"), the Bank intends to convert reorganize from a Pennsylvania-chartered mutual savings bank into the mutual form holding company structure, and issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversion, the Bank The Reorganization will become a wholly owned subsidiary of the Holding Companybe accomplished pursuant to Pennsylvania state law and federal law. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 5,520,000 shares of its common stock (subject to increase up without resolicitation to 4,232,000 6,348,000 shares,) (the “Shares” or “Offer Shares”) of its common stock, $0.01 .01 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2002 (“"Eligible Account Holders”"), (2) the Abington Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank 's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Depositors as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts people who are residents of natural persons) residing in the Community (as defined in the Plan)Xxxxxxxxxx and Bucks Counties, and thereafter to cover orders of other members of the general publicPennsylvania. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. "Reorganization." The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-194501116370) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Section 115.1 of the Pennsylvania Banking Code of 1965, as amended and a Policy Statement issued by the Pennsylvania Department of Banking ("Department") and 12 CFR § 303.161 (a) of the FDIC (such Department Policy Statement and the applicable FDIC regulations are hereinafter referred to together as the "Reorganization Regulations"), the Bank has filed with the Department a Notice To Effect a Mutual Holding Company Reorganization and a Notice of Intent To Convert To Stock Form with the FDIC (together referred to as "Applications") for the Mutual Holding Company Reorganization, including the Prospectus and the Reorganization Valuation Appraisal Report prepared by RP Financial LC. (the "Appraisal") and has filed such amendments thereto as may have been required by the FDIC and the Department. The Applications have been approved by the FDIC and the Department and the related Prospectus has been authorized for use by the Department and the FDIC. In addition, the Company and the MHC have filed with the Federal Reserve Board ("FRB") its application on Form FR Y-3 (the "Holding Company Application") to become a registered savings and loan holding company under the Bank Holding Company Act, as amended ("BHCA") and the regulations promulgated thereunder. Also, the Company has filed an interagency merger application under 12 USC § 1828 (c) with the FDIC (the "Interagency Merger Application") to facilitate the Reorganization.

The Offering. In The MHC, in accordance with a plan its Plan of conversion ------------ Reorganization and Minority Stock Issuance adopted by the its Board of Directors Trustees (as amended, the "Plan"), intends to form the Company as its subsidiary and exchange 100% of the common stock of the Bank (for a majority interest in the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) ___ of its common stockshares, $0.01 par value $.01 per share (the “"Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 1999 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by depositors of the Bank with Qualifying Deposits as of December 31, 2000 (the “ESOP”"Supplemental Eligible Account Holders"), and (3) Supplemental Eligible Account Holders (as defined in Tax-Qualified Employee Stock Benefit Plans of the Plan); and (4) Other Members Bank (as defined in the Plan). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the "Shares." Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” ," or "Direct Community Offering," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") which may be commenced concurrently with, during, or after the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (Bank's Local Community, as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission"Reorganization."

The Offering. In The Bank, in accordance with a its plan of conversion reorganization adopted by the its Board of Directors (the "Plan"), intends to reorganize from an Ohio-chartered mutual savings and loan association into the mutual holding company structure (the "Reorganization"), and issue all of its issued and outstanding capital stock to the Company. The Reorganization will be accomplished pursuant to Ohio state law, federal law and the rules and regulations of the Bank (the “Plan”), the Bank intends to convert from the mutual form Office of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding CompanyThrift Supervision. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 _________ shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 .01 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 ______________ (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Cheviot Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of __________________ ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts people who are residents of natural persons) residing in the Community (as defined in the Plan)Hamilton County, and thereafter to cover orders of other members of the general publicOhio. It is anticipated xxxxxxxxted that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. "Reorganization." In addition, as part of the Holding Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company has filed with will contribute $750,000 in cash and 75,000 newly issued shares of Common Stock to the Securities and Exchange Commission Cheviot Savings Bank Charitable Foundation (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”"Charitable Foundation"), containing a prospectus relating the shares contributed to the Offering, Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the registration Offering and the Charitable Foundation Shares will represent a minority ownership interest of 45% of the Shares under the Securities Act Company's total outstanding shares of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommon Shares.

The Offering. In The MHC, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Sound Financial Parties (the “Plan”), the Bank intends to convert from the federal mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,495,000 shares (subject to increase up to 4,232,000 1,719,250 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of [____________], 2012 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (Washington Counties of King, Pierce, Snohomish and Clallam, and next to cover orders of the public shareholders of the Mid-Tier as defined in the Plan)of [VOTING RECORD DATE], and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. The Bank was originally founded as a credit union and converted to a federal mutual savings bank in 2003. In connection with the Conversion2008, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion converted to a stock bank (together with any other required ancillary applications and/or noticesform and became a wholly-owned subsidiary of the Mid-Tier as part of a mutual holding company reorganization and stock issuance. The MHC currently owns 55% of the outstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no shareholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. The Mid-Tier sold 45% of its outstanding shares to public shareholders as part of its reorganization. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by the OCC in accordance with Mid-Tier will cease to exist and the Home Owners’ Loan Act, as amended (Bank will be a wholly owned subsidiary of the “HOLA”), and 12 C.F.R. Part 192Holding Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501180385) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 192 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application For Approval of Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated March 9, 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the federal regulators. The Form AC has been approved by the FRB and any other appropriate regulator, and the related Prospectus has been authorized for use by the FRB. In addition, the Holding Company has filed with the FRB an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”), as in effect at the time and the FRB has approved the Holding Company Application.

The Offering. In accordance with a plan of conversion adopted by On April 17, 2008, the Board of Directors of each of the Bank and MHC, adopted a Plan of Conversion and Reorganization, amended on June 19, 2008 and September 9, 2008 (the “Plan”), ) which provides for the Bank intends to convert conversion of the MHC from the mutual form of organization to the capital stock form of organization through the merger of MHC with the Bank, the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offerings (defined below) (the “Conversion”). In connection with Upon completion of the Conversion, the Bank will become be a wholly owned subsidiary of the Holding Company. Pursuant to As part of the Plan, the Holding Company will offer and sell is offering up to 3,680,000 2,300,000 shares (subject to an increase up to 4,232,000 2,645,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”), and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and collectively with the Subscription Offering and the Community Offering, the “Offerings”), in connection with the Conversion. The Plan also provides that the Company shall contribute shares in an amount of up to 4.75% of the Shares of its Common Stock sold in the Offerings (the “Foundation Shares”) and cash in an amount of up to 0.25% of the value of the Shares of its Common Stock sold in the Offerings, to a charitable foundation to be established by the Holding Company (the “Charitable Foundation”). References to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly-owned subsidiary of the Holding Company, as applicable. Upon the completion of the Offerings, the purchasers of Shares in the Offerings will own up to 95.5% of the outstanding Common Stock and the Charitable Foundation will own up to 4.5% of the outstanding Common Stock. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. In the Subscription Offering, non-transferable rights to subscribe for between 1,700,000 and 2,300,000 Shares (subject to an increase up to 2,645,000 Shares) of the Common Stock (“Subscription Rights”) will be granted, in the following order of priority: (1) the Bank’s depositors with account balances of at least $50.00 as of the Bank with Qualifying Deposits (as defined in the Plan) as close of September 30business on December 31, 2012 2006 (“Eligible Account Holders”), ; (2) the Bank’s depositors, other than directors or officers of the Bank or corporators of MHC, and their associates, with account balances of at least $50.00 as of the close of business on March 31, 2008 (“Supplemental Eligible Account Holders”); (3) the Bank’s or the Holding Company’s tax-qualified employee stock benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members the Bank’s employees, officers and directors and the corporators of MHC (as defined the “Bank Participants”), subject to the priorities and purchase limitations set forth in the Plan). Subject to the prior subscription rights of the above-listed parties, the The Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription OfferingShares, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in if any, remaining after the Subscription Offering to members of the general public to whom in a copy of the Prospectus (as hereinafter defined) is delivered with Community Offering on a preference given priority basis to natural persons (including and trusts of natural persons) persons residing in within the Community (as defined in the Plan)Massachusetts municipalities of Abington, Acushnet, Attleborough, Barnstable, Berkley, Bourne, Brewster, Bridgewater, Brockton, Xxxxxx, Xxxxxxx, Xxxxxx, Dighton, Duxbury, X. Xxxxxxxxxxx, Eastham, Easton, Fairhaven, Falmouth, Freetown, Halifax, Hanover, Hanson, Harwich, Kingston, Lakeville, Xxxxxxxxx, Xxxxxx, Marshfield, Mashpee, Mattapoisett, Middleborough, North Attleborough, Norton, Norwell, Orleans, Pembroke, Plymouth, Plympton, Provincetown, Raynham, Rehoboth, Rochester, Rockland, Sandwich, Scituate, Taunton, Truro, Wareham, Wellfleet, West Bridgewater, Xxxxxxx and Yarmouth, and thereafter then to cover orders of other members of the general public. It In the event a Community Offering is anticipated that held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription and Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to certain selected members of the general public on a best efforts basis through a selected syndicate of registered broker-dealers agreement managed by the Agent which are members of the Financial Industry Regulatory Authority (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “OfferingFINRA”). It is acknowledged that the number of Shares to be sold in the Offerings may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Offer Shares in the Offering Offerings is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any orders subscription received in the Community Offering or the and Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-194501152391) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus relating to the Offerings is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any amendments and supplements thereto from and after their dates of effectiveness or use, respectively. In accordance with Chapter 167H, Section 9 of the Massachusetts General Laws and Chapter 33 of the Massachusetts Administration Code (the “Conversion Regulations”), the MHC and the Bank have filed with the Massachusetts Division of Banks (the “Division”) an Application for Conversion (the “Conversion Application”) and the MHC and the Bank have filed with the Federal Deposit Insurance Corporation (the “FDIC”) an Interagency Bank Merger Act Application (the “Merger Application). In connection with the Conversion, the Holding Company filed with the Federal Reserve Bank of Boston (the “FRB”) applications on Form FRY-3 and Form FRY-4 (the “BHC Application,” and together with the Conversion Application and the Merger Application, the “Applications”), for the Holding Company to become a bank holding company with respect to the Bank. Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated September 11, 2008 of the Holding Company to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

The Offering. In The MHC, in accordance with a the plan of conversion as adopted by the Boards of Directors or Board of Directors Trustees, as applicable, of each of the Bank Xxxxxxxx Parties (the “Plan”), the Bank intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 4,945,000 shares (subject to increase up to 4,232,000 5,686,750 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) (subject to increase up to 5,686,750 shares) (the “Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2014 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 2015 (“Supplemental Eligible Account Holders”), (3) the Bank’s tax-qualified employee benefit plans, including the its employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in employees, officers, directors trustees and corporators of the Plan)Bank and the MHC who do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in Massachusetts municipalities of Abington, Attleboro, Avon, Braintree, Brockton, Canton, Easton, Foxboro, Holbrook, Mansfield, Xxxxxx, North Attleboro, Norton, Plainville, Quincy, Xxxxxxxx, Xxxxxx, Stoughton and Weymouth and the Plan)Rhode Island municipalities of Central Falls, Cranston, Cumberland, East Greenwich, East Providence, Jamestown, Johnston, Lincoln, Middletown, Newport, North Kingstown, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Smithfield, Warwick, West Warwick and Woonsocket, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected syndicate of broker-dealers agreement organized by the Agent (the “Syndicated Community Offering”) or on a firm commitment basis through an underwritten public offering (the “Public Offering”) (the Subscription Offering, Community Offering and any Syndicated Community Offering or Public Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering, Syndicated Community Offering or the Syndicated Community Public Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501209935) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the MHC has filed the Plan with the Massachusetts Division of Banks (the “Division”) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the appraisal, as amended, of the aggregate pro forma value of the Holding Company (the “Appraisal”), and the Prospectus. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application. The Massachusetts Conversion Application, and the Holding Company Application are collectively referred to herein as the “Applications.”

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Madison Parties (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 3,737,500 shares (subject to increase up to 4,232,000 4,298,125 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of June 30, 2012 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined Nebraska Counties of Cedar, Boone, Knox, Madison and Xxxxxx, and next to cover orders of other persons residing in the Plan)Community, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The MHC currently owns 100% of the Conversionoutstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank, The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and the Mid-Tier will cease to exist and the Bank filed with the Office will be a wholly owned subsidiary of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Holding Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501181070) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 239 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Board of Governors of the Federal Reserve (the “FRB”) an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial LC., dated March 31, 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the FRB. The Conversion Application has been approved by the FRB and the related Prospectus has been authorized for use by the FRB. In addition, the Holding Company has filed with the FRB an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a the plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (the “Offering”); and (3) the Holding CompanyCompany will issue the common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 3,392,500 shares (subject to increase up to 4,232,000 3,901,375 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2009 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined Michigan Counties of Midland, Saginaw, Bay, Clare, Xxxxxxx, Xxxxxxxx, Gratiot, Shiawassee, Genesee and Tuscola, and next to cover orders of other persons residing in the Plan)Community, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Bank is a federal mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the Conversionterms of the Plan, upon completion of the Conversion and the Offering, the Bank filed with the Office legal existence of the Comptroller Bank will not terminate but the Bank will be a continuation of the Currency (entity of the “OCC”) an application on Form AC for conversion mutual Bank and all property of the mutual Bank, including its right, title and interest in and to a stock bank (together with any other required ancillary applications and/or noticesall property of whatever kind and nature, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Actwhether real, as amended (the “HOLA”)personal, or mixed, and 12 C.F.R. Part 192things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 13, 2010 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The MHC, in accordance with a plan the Plan of conversion Conversion adopted by the Board of Directors of the Bank May 18, 2010, as amended (the “Plan”), the Bank intends to convert from the a Pennsylvania mutual form of holding company form-of-organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Actlaws and regulations, as amended applicable, of the Pennsylvania Department of Banking (the “HOLADepartment”), ) and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder). In additionconnection with the Conversion, the Holding Company has filed with will offer shares of Common Stock (as defined below) on a priority basis to (i) Eligible Account Holders; (ii) Employee Plans of the Securities Bank or the Holding Company; (iii) Supplemental Eligible Account Holders; and Exchange Commission (iv) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,550,000 and a maximum of 3,450,000 shares of common stock, par value $0.01 per share (the “CommissionCommon Stock”) a registration statement on Form S-1 (File No. 333-194501subject to an increase up to 3,967,500 shares) (the “Registration StatementSubscription Shares”) in the Subscription Offering, and, if necessary, (i) the Community Offering and/or (ii) the Syndicated Community Offering (collectively, the “Offering”), containing a prospectus relating to . If the Offering, for the registration number of the Subscription Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file is increased or decreased in accordance with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivePlan, the term “ProspectusSubscription Shares” shall refer mean such greater or lesser number, where applicable. The Holding Company will sell the Subscription Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the prospectus filed pursuant Plan, the Holding Company will establish the Standard Charitable Foundation (the “Foundation”) as part of the Conversion. The Holding Company intends to Rule 424(bcontribute to the Foundation $200,000 in cash and a number of shares of Common Stock (the “Foundation Shares”) or in an aggregate amount equal to 3.5% of the Subscription Shares sold in the Offering (c) from the Subscription Shares and after the time said prospectus is filed with Conversion Shares may be referred to collectively as the Commission“Conversion Shares”).

The Offering. In The Bank, in accordance with a plan its Amended and Restated Plan of conversion Reorganization and Minority Stock Issuance adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert reorganize from a Connecticut-chartered stock savings bank in the single tier mutual form of organization to holding company structure into a Connecticut-chartered stock savings bank in the stock form of organization (two-tier mutual holding company structure. Following the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary reorganization all of the Holding Bank’s issued and outstanding capital stock will be held by the Company. The Reorganization will be accomplished pursuant to Connecticut state law and federal law. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 8,357,050 shares (subject to increase up to 4,232,000 shares) of its common stock, no par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 2003 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plansbenefit plans of the MHC, the Company and the Bank, including the employee stock ownership plan established by the Rockville Bank Employee Stock Ownership Plan (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of December 31, 2004 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); and , (4) Other Members employees, officers and directors of Rockville Bank that do not qualify under priorities (as defined in 1) or (3), and (5) corporators of the PlanMHC who do not qualify under priorities (1), (3) or (4). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted concurrently with or following the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts people who are residents of natural persons) residing Hartford or Tolland Counties in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general publicConnecticut. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged The parties hereto acknowledge that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. Collectively, these transactions are referred to herein as the “Reorganization.” In connection addition, as part of the Reorganization, and subject to compliance with the Conversioncertain conditions as may be imposed by regulatory authorities, the Company will contribute to the newly created Rockville Bank filed with the Office of the Comptroller of the Currency Community Foundation, Inc. (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLACharitable Foundation”), shares equal to 4.4% of the total of the shares sold in the Offering and 12 C.F.R. Part 192those contributed to the Charitable Foundation, or 2% of all shares issued and outstanding following the Offering. The Holding Company has filed with shares contributed to the Board Charitable Foundation hereinafter being referred to as the “Charitable Foundation Shares.” The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of Governors 45% of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunderCompany’s total outstanding shares of Common Shares. In addition, the Holding The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501121421) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the State of Connecticut, Department of Banking Financial Institutional Division (the “Department”), the Company has filed an Acquisition Statement and Application to Form a Mutual Holding Company Subsidiary Holding Company and Stock Issuance and Application to the Board of Governors of the Federal Reserve System (“FRB”) pursuant to Section 3(a)(1) and 3(a)(3) of the Bank Holding Company Act of 1956, as amended (collectively, the Reorganization Application”), including the Prospectus and the Reorganization Valuation Appraisal Report prepared by FinPro, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the FRB, Department and, if applicable, the FDIC. The Reorganization Application has been approved by the Department, the FRB and, if necessary, the FDIC and the related Prospectus has been authorized for use by the Department and the Commission. In addition, the Company has filed with the FRB the Company’s bank holding company application (the “Holding Company Application”) to become a registered holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”) and the regulations promulgated thereunder (the "Control Act Regulations").

The Offering. In The Company, in accordance with a plan its Plan of conversion Reorganization and Stock Issuance adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,467,400 shares (subject to increase up to 4,232,000 1,687,510 shares) (the “"Shares” or “Offer Shares”") of its common stock, $0.01 par value per share (the “"Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2006 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank, other than directors and officers of the Bank, with Qualifying Deposits as of September 30, 2007 ("Supplemental Eligible Account Holders"), and (4) depositors of the Bank as of _____ ___ 2007, who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined in the Plan); and (4) "Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in counties in which the Community (as defined in the Plan), and thereafter to cover orders of other members of the general publicBank has offices. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community 1NEXT PAGE Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, Shares at a purchase price of $10.00 per share (the Bank filed with the Office "Purchase Price"). As part of the Comptroller of the Currency Reorganization (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”defined below), and 12 C.F.R. Part 192subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute to a new foundation, the Sound Community Foundation (the "Charitable Foundation"), shares equal to 1.0% of all shares issued and outstanding following the Offering plus $200,000 in cash. The Holding Company has filed with shares contributed to the Board Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of Governors 45.0% of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunderCompany's total outstanding shares of Common Shares. In addition, the Holding The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 SB-2 (File No. 333-194501146196) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission.. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). In accordance with Title 12, Part 575 of the Code of Federal Regulations (the "MHC Regulations"), the Bank has filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the "MHC Applications"), including the Prospectus and the Valuation Appraisal Report prepared by RP Financial, LC. (the "Appraisal") and has filed such amendments thereto as may have been required by the OTS. The MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. 2NEXT PAGE

The Offering. In The Bank, in accordance with a its plan of conversion reorganization adopted by the its Board of Directors (the "Plan"), intends to reorganize from a federally-chartered mutual savings and loan association into the mutual holding company structure (the "Reorganization"), and issue all of its issued and outstanding capital stock to the Company. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Bank Office of Thrift Supervision (the “Plan”"OTS"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 596,514 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 .01 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30August 31, 2012 2002 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Osage Federal Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of December 31, 2003 ("Supplemental Eligible Account Holders Holders") and (4) the Bank*s Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts people who are residents of natural persons) residing in the Community (as defined in the Plan)Osage and Washington Counties, and thereafter to cover orders of other members of the general publicOklahoma. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the Conversion, "Reorganization." The Common Shares offered for sale in the Bank filed with the Office Offering will represent a minority ownership interest of 30% of the Comptroller Company*s total outstanding shares of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommon Shares.

The Offering. In accordance with a plan of conversion adopted by On June 13, 2012, the Board of Directors of the Bank adopted a Plan of Conversion, (the “Plan”), which provides for (i) the conversion of the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection in accordance with the Conversion, the Bank will become a wholly owned subsidiary laws of the Holding Company. Pursuant to United States and the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) applicable regulations of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) (the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 3,220,000 shares (subject to an application on Form AC for conversion increase of up to 3,703,000 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a stock bank subscription offering (together the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with any other required ancillary applications and/or noticesthe Subscription Offering and the Community Offering, the “Conversion ApplicationOffering”) and amendments thereto as required by ), in connection with the OCC Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Home Owners’ Loan ActPlan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as amended applicable. In the Subscription Offering, non-transferable rights to subscribe for between 2,380,000 and 3,220,000 Shares (subject to an increase of up to 3,703,000 Shares) of the Common Stock (the “HOLASubscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on March 31, 2011 (the “Eligible Account Holders”); (ii) the Bank’s tax qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on , 2012 (the “Supplemental Eligible Account Holders”); and 12 C.F.R. Part 192(iv) to depositors of the Bank as of , 2012 (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons, including trusts of natural persons, residing in Baltimore City or Maryland Counties of Xxxx Arundel, Baltimore, Carroll, Harford, Xxxxxx and Queen Anne’s and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) managed by the Agent as the sole book running manager. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-194501182151) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OCC an Application for Conversion (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Bank (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2012 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. In The Company, in accordance with a plan of conversion stock issuance adopted by the Board of Directors of the Bank Directors, (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company ) will offer and sell up to 3,680,000 __ shares (subject to increase up to 4,232,000 shares__) of its common stock, $0.10 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 2006 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of December 31, 2007 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (all other depositors of the Bank as defined in of January 31, 2008 and borrowers off the Plan)Bank as of June 1, 2005 whose borrowings remained outstanding as of January 31, 2008. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to (1) natural persons who are residents of Bucks County, Pennsylvania, (including trusts 2) other residents of natural persons) residing in the Community (as defined in the Plan)Pennsylvania, and thereafter to cover orders of other members of (3) the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. The Common Shares offered for sale in the Offering will represent a minority ownership interest of 28.0% of the Company’s total outstanding Common Shares. In connection with the ConversionOffering and pursuant to the terms of the Plan as described in the Prospectus (as hereinafter defined), immediately following the consummation of the Offering, subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute __ shares of Common Stock to the Xxxxxxx Penn Bank filed with the Office of the Comptroller of the Currency Community Foundation (the “OCCFoundation”) an application on Form AC for conversion such shares hereinafter being referred to a stock bank (together with any other required ancillary applications and/or notices, as the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. Foundation Shares.” The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 SB-2 (File No. 333-194501__) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 575 (the “Reorganization Regulations”), the Bank has filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization (“Form MHC-1”) and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (“Form MHC-2”), including the Prospectus and the Valuation Appraisal Report prepared by RP Financial, LC (the “Appraisal”). The Form MHC-1 and Form MHC-2, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereafter collectively referred to as the “MHC Notice.” The Company and the MHC have filed with the OTS an application on Form H-(e)1-S (the “Holding Company Application”) to become savings and loan holding companies under the Home Owners’ Loan Act, as amended (the “HOLA”), and the regulations promulgated thereunder. Collectively, the MHC Notice and the Holding Company Application may also be termed the “Applications.” The Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In The Bank, in accordance with a the plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (the “Offering”); and (3) the Holding CompanyCompany will issue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 874,000 shares (subject to increase up to 4,232,000 1,005,100 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2013 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)Michigan Counties of Berrien, Cass and Van Buren, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Bank is a federal mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the Conversionterms of the Plan, upon completion of the Conversion and the Offering, the Bank filed with the Office legal existence of the Comptroller Bank will not terminate but the Bank will be a continuation of the Currency (entity of the “OCC”) an application on Form AC for conversion mutual Bank and all property of the mutual Bank, including its right, title and interest in and to a stock bank (together with any other required ancillary applications and/or noticesall property of whatever kind and nature, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Actwhether real, as amended (the “HOLA”)personal, or mixed, and 12 C.F.R. Part 192things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501191125) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 192 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of the Comptroller of the Currency (the “OCC”) an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by Xxxxxx & Company, Inc., dated August 15, 2013 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OCC. The Conversion Application has been approved by the OCC and the related Prospectus has been authorized for use by the OCC. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application on Form H-(e)l (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Conversion Application and the Holding Company Application are referred to herein collectively as the “Reorganization Applications.”

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 ____________ shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of September 30December 31, 2012 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with savings accounts of $50 or more as of June 30, 1997 ("Supplemental Eligible Account Holders (as defined in the Plan); Holders") and (4) depositors of the Bank as of _______________, 1997 (other than Eligible Account Holders and Supplemental Eligible Account Holders) ("Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to natural persons who are permanent residents of Xxxxx, Union, Wallawa, Malheur, Xxxxxx and Grant Counties of ________ (including trusts of natural personsthe "Local Community") residing ("Other Subscribers") (all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. ." The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 SB-2 (File No. 333-194501333-___________) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 563b (the "Conversion Regulations"), the Bank has filed with the Office of Thrift Supervision (the "OTS") an Application for Conversion (the "Conversion Application"), including the prospectus, and has filed such amendments thereto, if any, as may have been required by the OTS. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)1-S (the "Holding Company Application") to become a registered savings and loan holding company under Section 10 of the Home Owners' Loan Act, as amended ("SLHCA").

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank Trustees (the “"Plan”"), the Bank intends to convert from the a New York State chartered mutual form savings bank to a New York State chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 8,050,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value .01 per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Bank's Plan) as of September 30March 31, 2012 1997 (“"Eligible Account Holders”"), (2) the Bank’s taxTax-qualified employee plansQualified Employee Plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the PlanPlan ("Employee Plans"); , and (43) Other Members depositors of the Bank with Qualifying Deposits as of September 30, 1998 (as defined in the Plan"Supplemental Eligible Account Holders"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given to natural persons (including trusts of natural persons) residing who reside in the Community Bank's local community which includes Albany, Saratoga, Schenectady and Rensselaer Counties and a portion of Xxxxxx County in New York (as defined all such offerees being referred to in the Planaggregate as "Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The shares will be sold in the Offering for a purchase price of $10.00 per Share (the "Purchase Price). In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus (as defined below), immediately following the consummation of the Conversion, subject to the approval of the depositors of the Bank filed and compliance with certain conditions as may be imposed by regulatory authorities, the Office Company will contribute to the Cohoes Savings Foundation, a charitable foundation (the "Foundation") a number of shares equal to 3% of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC Shares sold in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for or between 178,500 and 241,500 Shares (subject to increase in certain circumstances to 277,725 Shares). Such Shares are hereinafter referred to as the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission"Foundation Shares."

The Offering. In accordance with a plan of conversion adopted by On November 27, 2007, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), ) pursuant to which the Bank intends to will convert from the a federally-chartered mutual form of organization savings bank to the a federally-chartered stock form of organization savings bank (the “Conversion”) in accordance with applicable federal law, state law and the applicable rules and regulations of the Office of Thrift Supervision (the “OTS”). Upon completion of the Conversion, and pursuant to the Plan, the Bank will be a wholly owned subsidiary of the Company. In connection with the Conversion, the Bank Company, a newly formed Maryland corporation, will become a wholly owned subsidiary offer shares of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its ’s common stock, par value $0.01 par value per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and, if necessary (iii) a syndicated community offering (the “Syndicated Community Offering” and, together with the Subscription Offering and the Community Offering, the “Offering”). The shares of Common Stock to be sold by the Company in the Offering are hereinafter called the “Shares” or “Conversion Shares.” In addition, as described herein, the Company will contribute up to million in cash and shares of Common Stock to The Charitable Foundation, a charitable foundation (the “Foundation”), such shares hereinafter being referred to as the “Foundation Shares.” The Company, the Bank and their subsidiaries are sometimes referred to as the “Century Parties” herein. In the Subscription Offering, non-transferable rights to subscribe for between and shares (subject to an increase up to shares) of Common Stock will be granted (the “Subscription Rights”), in the following descending order of priority, to: (1) the Bank’s depositors with account balances of at least $50.00 as of the Bank with Qualifying Deposits (as defined in the Plan) as close of business on September 30, 2012 2006 (“Eligible Account Holders”), ; (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), ; (3) the Bank’s depositors with account balances of at least $50.00 as of the close of business on , 2007 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); and (4) Other Members the Bank’s depositors as of , 2007 (as defined in the Plan“Voting Depositor Record Date”) who were not able to subscribe for Shares under categories (1) or (3). Subject to the prior subscription rights of the above-listed parties, the Holding The Company may offer shares of Common Stock for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares which subscriptions have not subscribed for or ordered been received in the Subscription Offering to members of in the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered Community Offering, with a preference given (i) first to natural persons (including trusts of natural persons) residing in counties in which the Community (as defined in the Plan)Bank has an office, and thereafter (ii) then to cover orders of other members of the general public. It In the event a Community Offering is anticipated that held, it may be held at any Shares time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription and Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to certain selected members of the general public on a best efforts basis through a selected syndicate of registered broker-dealers agreement managed by the Agent which are members of the Financial Industry Regulatory Authority (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “OfferingFINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject, in whole or in part, any orders subscription received in the Community Offering or the and Syndicated Community Offering. In connection Simultaneously with or immediately following the completion of the Conversion and Offering, the Company will acquire Liberty Bank, N.A., a national banking association (“Liberty”), in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Reorganization (together with the Conversionexhibits and schedules thereto, the Bank filed “Merger Agreement”) dated as of November 27, 2007. The Merger will be accomplished in accordance with the laws of the United States and applicable state laws and the applicable regulations of the OTS, the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, ). The Conversion and the “Conversion Application”) and amendments thereto as required by the OCC Offering will be accomplished in accordance with the Home Owners’ Loan Act, as amended laws of the United States and the laws of the State of Maryland and the applicable regulations of the OTS (the “HOLAConversion Regulations”). Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Liberty common stock, par value $10.00 per share (the “Liberty Common Stock”), will be converted into the right to receive, subject to the election and 12 C.F.R. Part 192proration procedures outlined in the Merger Agreement, $45.00 in (i) cash without interest, (ii) shares of Company Common Stock, or (iii) a combination of cash and shares of Company Common Stock (the Company Common Stock to be issued in exchange for Liberty Common Stock being referred to herein as the “Merger Shares”). In particular, subject to adjustment, the maximum number of Liberty shares converted into the right to receive cash consideration will be 50% of the total outstanding shares of Liberty Common Stock and the maximum number of Liberty shares of Liberty Common Stock converted into the right to receive stock consideration will be 50% of the total outstanding shares of Liberty Common Stock. Immediately prior to the effective time of the Merger, each outstanding option to purchase Liberty Common Stock will be canceled and exchanged for a cash payment from the Company equal to the excess of the $45.00 merger consideration over the exercise price per share of each option. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Holding Offering and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may be consummated, subject to receipt of necessary regulatory and depositor approvals. The Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-194501333- ) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Securities Act (the “1933 Act Regulations”) differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The Registration Statement also contains a proxy statement/prospectus to be used to solicit proxies of Liberty stockholders with respect to the approval of the Merger and the issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement became effective is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act differing from the proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the term “Proxy Statement/Prospectus” shall refer to the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time said proxy statement/prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The following applications have been filed in connection with the Conversion: (i) an Application on Form H-(e)1 (the “Holding Company Application”) for Election Under Section 10(l) of the Home Owners’ Loan Act (the “HOLA”) has been filed with the Office of Thrift Supervision (the “OTS”); and (ii) an Application to Convert to Stock Form (the “Conversion Application”) has been filed with the OTS. The Holding Company Application and the Conversion Application are referred to herein as the “Conversion Filings.” The Conversion Application includes, among other things, the Plan. The following applications have been filed in connection with the Merger: (i) an Interagency Bank Merger Act Application (the “BMA Application”) has been filed with the OTS and (ii) a Merger Notice (the “OCC Merger Notice”) has been filed with the OCC. The BMA application and the OCC Merger Notice are referred to herein as the “Merger Applications” and, together with the Conversion Filings are referred to as the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Company is delivering to the Agent copies of the Prospectus, dated , 2008, to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering and/or Public Offering, as defined in the Prospectus. Such Prospectus contains information with respect to the Bank, the Company, Liberty, the Foundation, the Common Stock, the Offering and the Merger.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) 6,348,000 of its common stockshares, $0.01 par value $.01 per share (the “"Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30July 31, 2012 1998 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Mutual Federal Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of September 30, 1999 ("Supplemental Eligible Account Holders Holders"), (4) the Bank's Other Members as defined in the Plan); Plan and (45) Other Members directors, officers and employees of the Bank. The Common Shares to be sold by the Company in the Offering (as defined in below) are hereinafter called the Plan). "Shares." Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts residents of natural persons) residing in the Community (as defined in the Plan)Delaware, Xxxxxxxx and thereafter to cover orders of other members of the general publicKosciusko Counties, Indiana. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). In addition, as described in the Plan, the Company and the Bank expect to contribute cash and Common Shares in an amount equal to 8% of the Shares sold in the Offering to The Mutual Federal Savings Bank Charitable Foundation (the "Foundation"). Such Common Shares are referred to herein as the "Foundation Shares." It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion." Immediately following the consummation of the Conversion, subject to the approval of the establishment of the Foundation by the members of the Bank filed and compliance with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or noticescertain conditions as may be imposed by regulatory authorities, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating will contribute to the Offering, for the registration Foundation newly issued Common Shares in an amount equal to 4% of the Shares under sold in the Securities Act of 1933 (Conversion and the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required Bank will contribute to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant Foundation cash in an amount equal to Rule 424(b) or (c) 4% of the rules and regulations of Shares sold in the Commission under Conversion (based upon the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission$10.00 per share subscription price).

The Offering. In accordance with a the plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 _________ shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value .01 per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $_____ or more as of September 30December 31, 2012 1999 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”)Company's Employee Stock Ownership Plan, (3) depositors of the Bank with account balances of $50.00 or more as of March 31, 2002 ("Supplemental Eligible Account Holders"), (4) depositors of the Bank as of the close of business on ___________, who continue as depositors as of the Special Meeting who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined "Other Members"), and (5) employees, officers and directors of the Bank to the extent they are not Eligible Account Holders, Supplemental Eligible Account Holders, or Other Members. To the extent Shares remain unsold in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Holding Company may offer is offering for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a preference given to natural persons (including trusts of natural persons) residing in the Community counties where the Bank has offices (as defined "Other Subscribers"), (all such offerees being referred to in the Planaggregate as "Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Next Page Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-194501333-_______) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus Prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. The Bank and the Company have filed with the Office of Thrift Supervision ("OTS") an Application for Conversion on Form AC for the Bank with respect to the stock issuance (the "Conversion Application"), including the Prospectus and the Valuation Appraisal Report prepared by RP Financial LC (the "Appraisal") and has filed such amendments thereto as may have been required by the OTS. The Company has filed an Application H-(e)1-S to become a savings and loan holding company (the "Holding Company Application") pursuant to the Home Owner's Loan Act, as amended (the "HOLA") with the OTS. The Conversion Application and Holding Company Application have each been approved and the related Prospectus has been authorized for use. Section 2.

The Offering. In The MHC, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Primary Parties (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 230,000,000 shares (subject to increase up to 4,232,000 264,500,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September November 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the Bank’s 401(k) Plan, (3) [depositors of the Bank with Qualifying Deposits as of [ ], 201[ ] (“Supplemental Eligible Account Holders Holders”),] and (4) Other Depositors of the Bank as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on in a best efforts basis through a selected dealers agreement firm commitment underwritten offering (the “Syndicated Community Underwritten Offering”) with KBW and RBC Capital Markets, LLC (“RBC”) acting as joint book-running managers (the Agent and RBC may hereinafter referred to collectively as the “Joint Bookrunning Managers”) (the Subscription Offering, Community Offering and Syndicated Community Underwritten Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that Plan. Pursuant to the Holding Company may rejectPlan, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with as part of the Conversion, the Bank filed with the Office Holding Company intends to contribute 1,000,000 shares of the Comptroller of the Currency Common Stock (the “OCCFoundation Shares”) an application on Form AC for conversion and $10.0 million in cash to a stock bank the Investors Charitable Foundation (together with any other required ancillary applications and/or notices, the “Foundation”) (the Shares and the Foundation Shares may be referred to collectively as the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLAShares”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501192966) (the “Registration Statement”), containing a prospectus relating to the Subscription Offering, for the registration of the Conversion Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Bank Holding Company Act of 1956, as amended (the “BHCA”), and the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), the Holding Company has filed an application on Form FR Y-3 for approval of its acquisition of the Bank (the “Holding Company Application”) and has filed such amendments thereto as may have been required by the FRB. The Holding Company Application [has been approved] by the FRB. The MHC also has filed an Application for Conversion with the FRB (the “Conversion Application”). In addition, the Holding Company has filed with the New Jersey Department of Banking and Insurance (the “New Jersey Banking Department”) an Application for Conversion (the “New Jersey Application”), and such amendments and supplements thereto as may have been required by the New Jersey Banking Department. The New Jersey Application [has been approved] by New Jersey Banking Department.

The Offering. In The MHC, in accordance with a the plan of conversion as adopted by the Boards of Directors or Board of Directors Trustees, as applicable, of each of the Bank Pilgrim Parties (the “Plan”), the Bank intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,897,500 shares (subject to increase up to 4,232,000 2,182,125 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 5, 2014 (“Supplemental Eligible Account Holders”), and (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank is establishing in connection with the conversion (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)Massachusetts towns of Cohasset, Scituate, Hingham, Norwell, Hull, Weymouth, Quincy, Marshfield, Pembroke, Xxxxxx, Rochester, Mattapoisett, West Wareham, Wareham and Fairhaven, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501194485) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the MHC has filed the Plan with the Massachusetts Division of Banks (the “Division”) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Depositors relating to the Conversion (the “Information Statement”), the appraisal, as amended, of the aggregate pro forma value of the Holding Company (the “Appraisal”), and the Prospectus. In addition, (i) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application, and (ii) the Pilgrim Parties have filed with the FRB a Letter Application for Conversion (the “FRB Conversion Application”). The Massachusetts Conversion Application, the FRB Conversion Application and the Holding Company Application are collectively referred to herein as the “Applications”.

The Offering. In The MHC, in accordance with a the plan of conversion as adopted by the Boards of Directors or Board of Directors Trustees, as applicable, of each of the Bank Xxxxxxxx Parties (the “Plan”), the Bank intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 4,945,000 shares (subject to increase up to 4,232,000 5,686,750 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2014 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 2015 (“Supplemental Eligible Account Holders”), (3) the Bank’s tax-qualified employee benefit plans, including the its employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in employees, officers, directors trustees and corporators of the Plan)Bank and the MHC who do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in Massachusetts municipalities of Abington, Attleboro, Avon, Braintree, Brockton, Canton, Easton, Foxboro, Holbrook, Mansfield, Xxxxxx, North Attleboro, Norton, Plainville, Quincy, Xxxxxxxx, Xxxxxx, Stoughton and Weymouth and the Plan)Rhode Island municipalities of Central Falls, Cranston, Cumberland, East Greenwich, East Providence, Jamestown, Johnston, Lincoln, Middletown, Newport, North Kingstown, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Smithfield, Warwick, West Warwick and Woonsocket, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected syndicate of broker-dealers agreement organized by the Agent (the “Syndicated Community Offering”) or on a firm commitment basis through an underwritten public offering (the “Public Offering”) (the Subscription Offering, Community Offering and any Syndicated Community Offering or Public Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering, Syndicated Community Offering or the Syndicated Community Public Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, as described herein, the Holding Company expects to contribute 3.2% of its outstanding shares of Common Stock after the Offering to the Xxxxxxxx Savings Bank Charitable Foundation, a charitable foundation (the “Foundation”), such shares hereinafter being referred to as the “Foundation Shares.” The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501209935) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the MHC has filed the Plan with the Massachusetts Division of Banks (the “Division”) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the appraisal, as amended, of the aggregate pro forma value of the Holding Company (the “Appraisal”), and the Prospectus. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Applications.”

The Offering. In accordance with a plan Pursuant to an Amended Plan of conversion Conversion and Plan of Reorganization ("Plan" or "Plan of Conversion") adopted by the Board Boards of Directors of the Bank (MHC, the “Plan”)Mid-Tier Holding Company and the Bank, the Bank intends to convert from the mutual form of organization to the reorganize into a fully converted stock form of organization holding Company (the “"Conversion”"). In connection with the Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock") pursuant to an exchange ratio as defined in the Plan that will result in Public Stockholders owning in the aggregate immediately after the Conversion approximately the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). Following the Conversion, the Bank will become convert from a wholly owned subsidiary of the Holding CompanyNew York-chartered savings bank to a national bank ("Bank Conversion"). Pursuant to the PlanPlan of Conversion, the Holding Company will offer and sell is offering up to 3,680,000 1,917,625 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share stock (the “Common "Conversion Stock”), ") in a subscription offering (the “"Subscription Offering”") and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $50.00 or more as of the close of business on September 30, 2012 2002 (“"Supplemental Eligible Account Holders”), ") and (2iii) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by depositors of the Bank as of the close of business on _______________, 2002 (the “ESOP”), (3) other than Eligible Account Holders and Supplemental Eligible Account Holders Holders). Subscription rights will expire if not exercised by 12:00 noon, New York time, on December ___________, 2002, unless extended (as defined in the Plan); and (4) Other Members (as defined in the Plan"Expiration Date"). Subject to the prior subscription rights of the above-listed partiesholders of subscription rights, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares Conversion Stock not subscribed for or ordered in the Subscription Offering is being offered in the Direct Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to natural persons (including trusts of natural persons) residing in the Community New York Counties of Oswego and Onondaga (as defined the "Community"). The Primary Parties reserve the absolute right to reject or accept any orders in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in either at the Community Offering time of receipt of an order or as soon as practicable following the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Expiration Date. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”"SEC") a registration statement on Form S-1 (File No. 333-19450199347) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offerings for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with title 12, Parts 575 and 563b of the regulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the MHC has filed with the OTS an Application for Conversion on Form AC (the "Conversion Application"), including the Prospectus, and has filed such amendments thereto, if any, as may have been required to the date hereof by the OTS. The Company has also filed an application to acquire the Bank on Form H-(e) 1-S, and thereby become a savings and loan holding company (the "Holding Company"). In connection with the H-(e) 1-S, the Company has also filed applications to form three interim federal savings banks. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. The Bank has filed an Interagency Bank Merger Act Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an Application for Conversion to a National Bank (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an application to merge (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBD.

The Offering. In The Company, in accordance with its amended Plan of Reorganization from a plan of conversion Mutual Savings Bank to a Mutual Holding Company and Stock Issuance adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 [MAX] shares (subject to increase up to 4,232,000 [SMAX] shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 2006 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”)plan, (3) depositors of the Bank, other than directors and officers of the Bank, with Qualifying Deposits as of March 31, 2008 (“Supplemental Eligible Account Holders”), and (4) members of the Bank as of ____________, 2008 who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined in the Plan); and (4) “Other Members (as defined in the PlanMembers”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)Androscoggin County, and thereafter to cover orders of other members of the general publicMaine. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Public Offering”) (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLAPurchase Price”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501149723) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after the dates of effectiveness or use, respectively. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank’s outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the “Reorganization”). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”). In accordance with Title 12, Part 575 of the Code of Federal Regulations (the “MHC Regulations”), the Bank has filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “MHC Applications”), including the Prospectus and the Valuation Appraisal Report prepared by Xxxxxx & Company, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In The Bank, in accordance with the Plan of Reorganization from a plan of conversion Mutual Bank to a Mutual Holding Company and Stock Issuance Plan, as amended (the “Plan”), adopted by the Board of Directors of the Bank (the “Plan”)Bank, the Bank intends to convert from reorganize into the mutual form of organization to the stock holding company form of organization (the “ConversionReorganization”) in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 7,224,663 shares (subject to increase up to 4,232,000 8,308,362 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30October 31, 2012 2015 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of , 2017 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in New York Counties of Bronx, New York, Queens and Kings and the Community (as defined in the Plan)New Jersey County of Xxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversionaddition, as described herein, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC Holding Company will contribute in accordance with the Home Owners’ Loan ActPlan, subject to compliance with certain conditions as amended may be imposed by regulatory authorities, a number of shares of Common Stock to Xxxxx De Xxxx Foundation (the “HOLAFoundation”) (such shares hereinafter being referred to as the “Foundation Shares”) equal to 3.3% of the issued and outstanding shares of Common Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $200,000. The Holding Company currently plans to sell up to approximately 45.0% of its to be issued shares of Common Stock in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC will own approximately 51.7% of the Holding Company’s outstanding shares of Common Stock upon completion of the Reorganization. As a federally chartered mutual savings and loan association, the Bank has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $200,000, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Holding Company, operating under the name “Xxxxx Bank” (the “Stock Bank”), and 12 C.F.R. Part 192the Holding Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $200,000, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501217275) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering or the Syndicated Community Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to the Agent for such use. In connection with the Reorganization, the Bank filed with the Commission(i) FRB a Combined Notice of Mutual Holding Company Reorganization on Form MHC-1 (the “Form MHC-1”) and an Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “Form MHC-2”), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the “MHC Notice”); (ii) Office of the Comptroller of the Currency (the “OCC”) pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), an Interagency Bank Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the “OCC Applications”), and (iii) Federal Deposit Insurance Corporation (the “FDIC”) pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the “FDIC Application”) and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank’s Proxy Statement for a Special Meeting of its Members relating to the Reorganization and the establishment of the Foundation (the “Members’ Proxy Statement”), the Reorganization Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus. In addition, the Holding Company has filed with the FRB an application on Form H-(e)1 for approval, pursuant to Section 10(e) of the Home Owners’ Loan Act, as amended (“HOLA”), and the regulations promulgated thereunder (the “Control Act Regulations”) for the Holding Company to become a savings and loan holding company with respect to the Bank (the “Holding Company Application”). The MHC Notice, the OCC Applications, the FDIC Application and the Holding Company Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the “Reorganization Applications”.

The Offering. In The Association, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a Louisiana chartered mutual form savings association to a Louisiana chartered stock savings association, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,990,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value .01 per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the PlanAssociation's Plan of Conversion) as of September 30, 2012 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank GS Financial Corp. Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Association with Qualifying Deposits as of December 31, 1996 ("Supplemental Eligible Account Holders (as defined in the PlanHolders"); and , (4) the Association's Other Eligible Members (as defined in the Plan)Association's Plan of Conversion) and (5) employees, officers and directors of the Association. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given to natural persons who reside in Orleans, St. Tammany and Jefferson Parishes, Louisiana (including trusts of natural persons) residing all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Association may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission."

The Offering. In accordance with a the plan of conversion as adopted by the Board of Directors of the Bank Association (the “Plan”), the Bank Association intends to convert from the current mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank Association will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1495,000 shares (subject to increase up to 4,232,000 1,719,250 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2014 (“Eligible Account Holders”), (2) the BankAssociation’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association is establishing in connection with the conversion (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); , and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Local Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In addition, pursuant to the Plan, in connection with the Offering, the Association is establishing the Central Federal Community Foundation, a charitable foundation (the “Foundation”), and the Holding Company expects to fund the Foundation with $100,000 in cash and the remainder in shares of common stock equal to 4% of the Shares sold the Offering (between 44,200 and 59,800 shares, subject to increase under certain circumstances to 68,770 shares) (the “Foundation Shares”). In connection with the Conversion, the Bank Association filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank savings and loan association (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501206874) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a plan the Plan of conversion Reorganization and Stock Issuance Plan adopted by the its Board of Directors of (as amended, the Bank (the “"Plan”"), the Bank intends to convert from the reorganize into a mutual holding company form of organization ownership pursuant to the stock form of organization (the “Conversion”)multi-step transaction defined below. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) 978,650 of its common stockshares, $0.01 par value $.01 per share (the “"Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors eligible account holders of record as of the Bank with Qualifying Deposits close of business on December 31, 2001 (as defined in the Plan) as of September 30, 2012 (“"Eligible Account Holders”"), ; (2) the Company's and the Bank’s tax's Tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), Qualified Employee Plans; (3) supplemental eligible account holders of record as of the close of business on December 31, 2003 ("Supplemental Eligible Account Holders"); (4) other account holders as of the close of business on ___________, 2004, other than Eligible Account Holders and Supplemental Eligible Account Holders (as defined in the Plan"Other Members"); and (45) Other Members directors, officers, and employees of the Bank. The Common Shares to be sold by the Company in the Offering (as defined in below) are hereinafter called the Plan). Subject to the prior subscription rights of the above-listed parties"Shares." Concurrently with, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with at any time during, or subsequent to promptly after the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering on a lowest priority basis, an opportunity to members of subscribe may also be offered to the general public to whom in a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Direct Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community or Public Offering”) (the , if necessary. The Subscription Offering, Direct Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”). ." It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Direct Community Offering or the Syndicated Community Public Offering. In connection Collectively, these transactions are referred to herein as the "Reorganization." 1 Next Page Pursuant to the Plan: (i) the Bank will organize an interim stock savings bank as a wholly-owned subsidiary ("Interim One"); (ii) Interim One will organize an interim stock savings bank as a wholly-owned subsidiary ("Interim Two"); (iii) Interim One will organize the Company as a wholly-owned subsidiary; (iv) the Bank will exchange its charter for a federal stock savings bank charter and Interim One will exchange its charter for a federal mutual holding company charter to become the MHC; (v) simultaneously with the Conversionprevious step, Interim Two will merge with and into the Bank with the Bank as the resulting institution; (vi) all of the stock of the Bank will be transferred to the MHC in exchange for membership interests in the MHC; (vii) the MHC will contribute the capital stock of the Bank to the Company and the Bank will become a wholly-owned subsidiary of the Company; and (viii) contemporaneously with the Reorganization, the Bank filed with will offer for sale its Shares in the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Offering. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”"SEC") a registration statement on Form S-1 SB-2 (File No. 333-194501___________) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. The Company, the MHC and the Bank have filed with the Office of Thrift Supervision ("OTS") an Application to Become a Savings and Loan Holding Company (the "Holding Company Application") to become a savings and loan holding company under the Home Owners' Loan Act ("HOLA"), and the regulations promulgated thereunder, which has been approved, and an Application for Reorganization (the "Reorganization Application"), which has been approved. Finally, the Company, the MHC and the Bank have received (1) either a private letter ruling from the Internal Revenue Service or an opinion of counsel as to the federal income tax consequences of the Reorganization and (2) either a private letter ruling of the Wisconsin Department of Revenue or the Company's independent public accountants as to the Wisconsin income tax consequences of the Reorganization. Section 2.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 859,625 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stockshares, $0.01 .01 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 1999 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Xxxxxxxx Federal Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2000 ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including people and trusts of natural persons) residing in the Community (as defined in the Plan)people who are residents of Xxxxxxxx and Scioto Counties, Ohio, Greenup and Xxxx Counties, Kentucky, and thereafter to cover orders of other members of the general publicXxxxxx County, West Virginia. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission."

The Offering. In accordance with a plan of conversion (the “Plan” or “Plan of Conversion”), adopted by the Board Boards of Directors of the Bank (Company and the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the ConversionBank, the Bank will become convert from the federal mutual savings structure to a wholly owned subsidiary capital stock structure. As part of the Holding CompanyPlan, the following steps will be effectuated: (a) the Bank will convert its charter to a federal stock savings association charter; (b) the Company will purchase all of the capital stock issued by the Bank in connection with its conversion; and (c) the Company will offer for sale its common stock, par value of $0.01 per share, (the “Shares”) in the Offering (as defined herein). Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) 3,910,000 of its common stock, $0.01 par value per share (the “Common Stock”)Shares, in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of September 30February 28, 2012 2010 (“Eligible Account Holders”), ; (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders Employee Plans (as defined in the Plan); and (43) Other Members (depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of March 31, 2011 (“Supplemental Eligible Account Holders”); and (4) any Other Member, as defined in the Plan, who is not an Eligible Account Holder or a Supplemental Eligible Account Holder on [the VOTING RECORD DATE]. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including and trusts of natural persons) persons residing in the Community (as defined Iroquois and Xxxxxxxxxx Counties in the Plan), and thereafter to cover orders of other members of the general publicIllinois. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate cash and/or Shares in an aggregate amount of up to 8% of the value of the Shares sold in the Offering to a charitable foundation the Company intends to establish in connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency Conversion (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLAFoundation”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the United States Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501172843) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with the rules and regulations of the Office of Thrift Supervision (the “OTS”) governing federal mutual-to-stock conversions (collectively, the “Conversion Regulations”), the Bank filed an Application for Conversion with the OTS, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the OTS (the “Conversion Application”). The Company also has filed with the OTS an H-(e)1-S Application (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder by the OTS.