Common use of The Offering Clause in Contracts

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) 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 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted December 2, as amended 2009 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Delaware corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Voting Members (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 2,422,500 shares 2,040,000 and a maximum of 3,277,500 2,760,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,174,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,340,136 and a maximum of 1,899,748 1,813,125 shares of its Common Stock (subject to an increase of up to 2,184,710 2,085,093 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization initially adopted on June 16, as amended 2010 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 1,700,000 shares and a maximum of 3,277,500 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 912,933 shares and a maximum of 1,899,748 1,235,145 shares of its Common Stock (subject to an increase of up to 2,184,710 1,420,417 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the The Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 18, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 2,295,000 and a maximum of 3,277,500 3,105,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,570,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,878,444 and a maximum of 1,899,748 2,541,424 shares of its Common Stock (subject to an increase of up to 2,184,710 2,922,638 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted October 18, 2011, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 904,103 shares and a maximum of 3,277,500 1,223,198 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 1,406,677 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 583,397 shares and a maximum of 1,899,748 789,302 shares of its Common Stock (subject to an increase of up to 2,184,710 907,698 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended Reorganization (the “"Plan”"), intends to convert from the federally-federally chartered mutual holding company form of organization to the stock holding company form of organization (the “"Conversion”") in accordance with the laws of the United States of America and 12 C.F.R. Part 259 239 ("Regulation MM") of the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") (collectively, the “"Conversion Regulations”"). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (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 2,422,500 1,645,286 shares and a maximum of 3,277,500 2,225,975 shares of common stock, par value $0.01 per share (the “"Common Stock”") (subject to an increase of to up to 3,769,125 2,559,871 shares) (the “"Offer Shares”"), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “"Offering”"). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “"Purchase Price”"). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 649,715 shares and a maximum of 1,899,748 879,026 shares of its Common Stock (subject to an increase of to up to 2,184,710 1,010,879 shares) (the “"Exchange Shares”") to existing public stockholders of the Mid-Tier Holding Company Bank in exchange for their existing shares of the Mid-Tier Holding Company Bank (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed referred to as the “"Shares.” " 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 Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) 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 2,422,500 2,921,875 shares and a maximum of 3,277,500 3,953,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 4,546,094 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,143,154 shares and a maximum of 1,899,748 2,899,561 shares of its Common Stock (subject to an increase of to up to 2,184,710 3,334,496 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 23, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3ii) Supplemental Eligible Account Holders; and (4iii) Other Depositors Members (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 2,422,500 shares 1,912,500 and a maximum of 3,277,500 2,587,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,975,625 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,413,993 and a maximum of 1,899,748 1,913,049 shares of its Common Stock (subject to an increase of up to 2,184,710 2,200,007 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted July 12, 2011, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 4,675,000 and a maximum of 3,277,500 6,235,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 7,273,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 2,918,641 and a maximum of 1,899,748 3,948,750 shares of its Common Stock (subject to an increase of up to 2,184,710 4,541,062 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHCOn February 28, in accordance with 2011, the Board of Directors of the Bank adopted a Plan of Conversion and ReorganizationConversion, as amended on March 11, 2011 (the “Plan”), intends to convert which provides for (i) the conversion of the Bank from the federally-a Maryland chartered mutual holding company savings bank into a Maryland commercial bank, a stock form of organization to the stock holding company form of organization (the “Conversion”) organization, in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors applicable regulations of the Federal Reserve System Deposit Insurance Corporation (“FDIC”) and the Maryland Office of the Commissioner of Financial Regulation (the “Federal Reserve BoardCommissioner”) (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 Holding Company Bank will offer shares of Common Stock (as defined below) on be a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans wholly owned subsidiary of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan)Company. Pursuant to As part of the Plan, the Holding Company is offering a minimum up to 448,500 shares (subject to an increase of 2,422,500 shares and a maximum of 3,277,500 shares up to 515,775 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) (subject to an increase of up to 3,769,125 shares) a subscription offering (the “Offer Shares”), in the Subscription Offering, ”) and, if necessary, (1ii) 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 and/or (2) the Syndicated Community Offering (collectivelyOffering, the “Offering”), in connection with the Conversion. The Holding Company will sell issue the Offer Shares in the Offering at a purchase price of $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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.where

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted April 8, as amended 2014 (the “Plan”), intends to convert from the federallya two-chartered tier mutual holding company form of organization to the a fully public stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 239 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) 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 2,422,500 1,700,000 shares and a maximum of 3,277,500 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,097,324 shares and a maximum of 1,899,748 1,484,614 shares of its Common Stock (subject to an increase of up to 2,184,710 1,707,306 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company and 13,000 shares of its preferred stock to the U.S. Department of the Treasury (together the “Exchange Shares”) in exchange for their existing shares of common stock and preferred stock, respectively, of the Mid-Tier Holding Company (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 preferred stock will be held by the U.S. Department of the Treasury, 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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 19, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Delaware corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) 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 2,422,500 shares 33,150,000 and a maximum of 3,277,500 44,850,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 51,577,500 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 11,379,252 and a maximum of 1,899,748 15,395,458 shares of its Common Stock (subject to an increase of up to 2,184,710 17,704,777 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 239 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or the Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (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 2,422,500 1,207,986 shares and a maximum of 3,277,500 1,634,334 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 1,879,484 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,002,014 shares and a maximum of 1,899,748 1,355,666 shares of its Common Stock (subject to an increase of to up to 2,184,710 1,559,016 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted March 10, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 7,905,028 shares and a maximum of 3,277,500 10,694,973 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 12,299,628 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 5,297,010 shares and a maximum of 1,899,748 7,166,607 shares of its Common Stock (subject to an increase of up to 2,184,710 8,241,189 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 23, as amended 2010, (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3ii) Supplemental Eligible Account Holders; and (4iii) Other Depositors Members (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 2,422,500 shares 1,912,500 and a maximum of 3,277,500 2,587,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,975,625 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,414,361 and a maximum of 1,899,748 1,913,547 shares of its Common Stock (subject to an increase of up to 2,184,710 2,200,579 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended Reorganization (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States of America and 12 C.F.R. Part 259 239 (“Regulation MM”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (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 2,422,500 1,381,250 shares and a maximum of 3,277,500 1,868,750 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 2,149,063 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 267,067 shares and a maximum of 1,899,748 361,325 shares of its Common Stock (subject to an increase of to up to 2,184,710 415,524 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed referred to as the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 9, as amended 2010 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) 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 2,422,500 shares 3,346,875 and a maximum of 3,277,500 4,528,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,207,344 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 2,717,781 and a maximum of 1,899,748 3,676,998 shares of its Common Stock (subject to an increase of up to 2,184,710 4,228,548 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted August 27, 2009, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) 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 2,422,500 shares 53,975,000 and a maximum of 3,277,500 73,025,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 83,978,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will establish a charitable foundation (the “Foundation”) as part of the Conversion. The Holding Company intends to fund the Foundation with cash and shares of Common Stock (the “Foundation Shares”) in an aggregate amount that does not exceed 2% of the gross proceeds of the Offering. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 32,760,977 and a maximum of 1,899,748 44,358,969 shares of its Common Stock (subject to an increase of up to 2,184,710 51,027,814 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares, the Foundation Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted August 11, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 2,365,000 and a maximum of 3,277,500 3,565,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 4,099,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,792,183 and a maximum of 1,899,748 2,424,717 shares of its Common Stock (subject to an increase of up to 2,184,710 2,788,424 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on May 28, as amended 2013 (the “Plan”), intends to convert from the federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s tax qualified employee benefit plans, including the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan (“ESOP”); (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 451,563 and a maximum of 3,277,500 610,938 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 702,579 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 361,185 and a maximum of 1,899,748 488,662 shares of its Common Stock (subject to an increase of up to 2,184,710 561,962 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 22, 2010, as amended and restated (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). References to the OTS herein shall include, if applicable, any successor agency. In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank, excluding the Bank’s Employee Savings/401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 3,293,750 shares and a maximum of 3,277,500 4,456,250 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,124,688 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,233,748 shares and a maximum of 1,899,748 3,022,130 shares of its Common Stock (subject to an increase of up to 2,184,710 3,475,450 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 239 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or the Bank; (3) Supplemental Eligible Account Holders; and (4) 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 2,422,500 2,921,875 shares and a maximum of 3,277,500 3,953,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 4,546,094 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,143,154 shares and a maximum of 1,899,748 2,899,561 shares of its Common Stock (subject to an increase of to up to 2,184,710 3,334,496 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted March 10, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 8,712,500 shares and a maximum of 3,277,500 11,787,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 13,555,625 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 5,837,909 shares and a maximum of 1,899,748 7,898,347 shares of its Common Stock (subject to an increase of up to 2,184,710 9,083,099 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on November 27, 2012 as amended (the “Plan”), ) intends to convert from the federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified tax qualified plans, including the Bank's Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan (“ESOP”) and 401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 11,475,000 and a maximum of 3,277,500 15,525,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering and/or (iii) the Public Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 6,781,928 and a maximum of 1,899,748 9,175,550 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 22, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). References to the OTS herein shall include, if applicable, any successor agency. In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank, excluding the Bank’s Employee Savings/401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 3,081,250 shares and a maximum of 3,277,500 4,168,750 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 4,794,063 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,089,636 shares and a maximum of 1,899,748 2,827,154 shares of its Common Stock (subject to an increase of up to 2,184,710 3,251,228 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted April 8, 2014, as amended (the “Plan”), intends to convert from the federallya two-chartered tier mutual holding company form of organization to the a fully public stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) 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 2,422,500 1,700,000 shares and a maximum of 3,277,500 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,097,324 shares and a maximum of 1,899,748 1,484,614 shares of its Common Stock (subject to an increase of up to 2,184,710 1,707,306 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company and _____ shares of its preferred stock to the U.S. Department of the Treasury (together the “Exchange Shares”) in exchange for their existing shares of common stock and preferred stock, respectively, of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted December 14, as amended 2009, (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 8,287,500 and a maximum of 3,277,500 11,212,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 12,894,375 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,421,201 and a maximum of 1,899,748 1,922,801 shares of its Common Stock (subject to an increase of up to 2,184,710 2,211,221 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 18, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 2,295,000 and a maximum of 3,277,500 3,105,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,570,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,878,444 and a maximum of 1,899,748 2,541,424 shares of its Common Stock (subject to an increase of up to 2,184,710 2,922,638 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 22, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank, excluding the Bank’s Employee Savings/401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 2,034,050 shares and a maximum of 3,277,500 2,751,950 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,164,743 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). If the Primary Parties do not receive orders for at least 2,034,050 Offer Shares in the Offering, then as few as 1,728,943 Offer Shares may be sold in the Offering and up to 305,107 shares issued to stockholders of Southern Connecticut Bancorp as merger consideration in the merger transaction discussed below can be counted in order to meet the 2,034,050 share minimum. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,381,313 shares and a maximum of 1,899,748 1,868,836 shares of its Common Stock (subject to an increase of up to 2,184,710 2,149,161 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance MHC will convert (the "Conversion") from a federally chartered mutual holding company to a Delaware chartered stock corporation. 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 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 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). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion and ReorganizationReorganization (the "Plan") and in connection with the Conversion, the Company is offering up to __________ shares of its common stock (the "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 account balances of $50.00 or more as of the close of business on September 30, 2002 ("Supplemental Eligible Account Holders") and (iii) depositors of the Bank as of the close of business on _______________, 2002 (other than Eligible Account Holders and Supplemental Eligible Account Holders). Subscription rights will expire if not exercised by 12:00 noon, New York time, on December ___________, 2002, unless extended (the "Expiration Date"). Subject to the prior rights of holders of subscription rights, Conversion Stock not subscribed for 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 is delivered, with preference given to natural persons residing in the New York Counties of Oswego and Onondaga (the "Community"). The Primary Parties reserve the absolute right to reject or accept any orders in the Community Offering in whole or in part, either at the time of receipt of an order or as soon as practicable following the Expiration Date. The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (File No. 333-_________) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the Shares under the Securities Act of 1933, as amended (the “Plan”"1933 Act"), intends and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to convert the date hereof. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations") differing from the federally-chartered mutual holding company form of organization prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the stock holding company form of organization prospectus filed pursuant to Rule 424(b) or (c) from and after the “Conversion”) in time said prospectus is filed with the SEC. In accordance with the laws regulations of the United States 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 12 C.F.R. Part 259 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 Bank has filed an Interagency Bank Merger Application (Regulation MMthe "Bank Merger Application") of 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 (the “Federal Reserve "Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) 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 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1") the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant Company's application to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 acquire ownership of the Bank will be held 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 Holding Company, and OCC. The Bank has filed an [Application for _____________] (the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance "New York Application") with the Plan, New York State Banking Department (the term “Shares” shall mean such greater or lesser number, where applicable"NYSBD") and it has been approved by the NYSBD.

The Offering. The MHCOn April 23, in accordance with 1998, the Board of Directors of the ------------ Bank adopted a Plan of Conversion and Reorganization, as amended Reorganization (the “"Plan”), intends to convert from ") which provides for the federallyreorganization of the Bank into a two-chartered tier mutual holding company form structure, the issuance of organization all of the Bank's outstanding Common Stock to the stock holding company form of organization Holding Company (the “Conversion”) in accordance with "Reorganization"), and the laws issuance of a majority of the United States and 12 C.F.R. Part 259 (Regulation MM) outstanding common stock to the MHC. Upon completion of the Board of Governors Reorganization, the Bank will be a wholly owned subsidiary of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, Holding Company and the Holding Company will offer shares of Common Stock (as defined below) on be a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans majority owned subsidiary of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan)MHC. Pursuant to the Plan, the The Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 up to 3,484,500 shares of common stock, par value $0.01 .10 per share (the “"Common Stock”") (subject to an increase of up to 3,769,125 4,007,175 shares) (the “Offer Shares”), in (i) a subscription offering (the "Subscription Offering"), and, if necessary, (1ii) a direct community offering (the "Direct Community Offering and/or Offering") and (2iii) a syndicated community offering (the "Syndicated Community Offering Offering"), in connection with the conversion and reorganization of the Bank from a mutual savings association to a stock savings association and wholly-owned subsidiary of the Holding Company (collectivelythe "Reorganization"), all pursuant to the “Offering”Plan of Reorganization from a Mutual Savings Association to Mutual Holding Company and Stock Issuance Plan (the "Plan"). The References to the Bank herein shall include the Bank in its current mutual form or post-Reorganization stock form as a wholly-owned subsidiary of the Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”)Company. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares offer and a maximum of 1,899,748 sell shares of its Common Stock (subject to an increase of up to 2,184,710 sharesthe "Conversion Shares" or "Shares") in the Subscription Offering, Direct Community Offering, and Syndicated Community Offering (collectively, the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”"Conversion Offerings" or "Offering") so that, upon completion of the Offering and Conversion Offerings, the Exchange, 100purchasers of Conversion Shares in the Conversion Offerings will own 46.6% of the outstanding shares of Common Stock of and the Holding Company MHC will be publicly held, 100own 53.4% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Common Stock. The Holding Company will cease to existissue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Conversion Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.increased

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted January 17, as amended 2012 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 2,337,500 and a maximum of 3,277,500 3,162,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,636,875 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering and/or (iii) the Public Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,877,961 and a maximum of 1,899,748 2,540,771 shares of its Common Stock (subject to an increase of up to 2,184,710 2,921,887 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) 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 2,422,500 shares and a maximum of 3,277,500 up to 2,116,000 shares of common stock, par value $0.01 .01 per share (the “"Common Stock”") (subject to an increase of up to 3,769,125 2,433,400 shares) (the “Offer Shares”), in (i) a subscription offering (the "Subscription Offering"), and, if necessary, (1ii) a direct community offering (the "Direct Community Offering and/or Offering") and (2iii) a syndicated community offering (the "Syndicated Community Offering Offering"), in connection with the conversion and reorganization of the Bank from a mutual savings bank to a stock savings bank and wholly-owned subsidiary of the Holding Company (collectivelythe "Reorganization"), all pursuant to the “Offering”Plan of Reorganization from a Mutual Savings Bank to Mutual Holding Company and Stock Issuance Plan (the "Plan"). The References to the Bank herein shall include the Bank in its current mutual form or post-Reorganization stock form as a wholly-owned subsidiary of the Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”)Company. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares offer and a maximum of 1,899,748 sell shares of its Common Stock (subject to an increase of up to 2,184,710 sharesthe "Conversion Shares" or "Shares") in the Subscription Offering, Direct Community Offering, and Syndicated Community Offering (collectively, the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”"Conversion Offerings" or "Offering") so that, upon completion of the Offering and Conversion Offerings, the Exchange, 100purchasers of Conversion Shares in the Conversion Offerings will own 45.3% of the outstanding shares of Common Stock of and the Holding Company MHC will be publicly held, 100own 54.7% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Common Stock. The Holding Company will cease to existissue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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.of

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted July 8, as amended 2010 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 1,593,750 and a maximum of 3,277,500 2,156,250 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,479,688 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 904,481 and a maximum of 1,899,748 1,223,709 shares of its Common Stock (subject to an increase of up to 2,184,710 1,407,266 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted January 17, 2012, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares [min] and a maximum of 3,277,500 [max] shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 [super max] shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 ___ per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares [min exchange] and a maximum of 1,899,748 [max exchange] shares of its Common Stock (subject to an increase of up to 2,184,710 [super max exchange] shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on November 27, as 2012 and amended on December 11, 2012 (the “Plan”), ) intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified tax qualified plans, including the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan and 401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering and/or (iii) the Public Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted September 9, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 5,578,125 and a maximum of 3,277,500 7,546,875 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 8,678,906 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 3,437,460 and a maximum of 1,899,748 4,650,682 shares of its Common Stock (subject to an increase of up to 2,184,710 5,348,284 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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. Additionally, pursuant to the Plan, the Holding Company will make a $500,000 cash contribution to SI Financial Group Foundation, Inc., a charitable foundation organized under Delaware law.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 9, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) 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 2,422,500 shares 3,346,875 and a maximum of 3,277,500 4,528,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,207,344 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 2,717,781 and a maximum of 1,899,748 3,676,998 shares of its Common Stock (subject to an increase of up to 2,184,710 4,228,548 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on March 2, as amended 2015 (the “Plan”), intends to convert from the federally-a federally chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 1,275,000 shares and a maximum of 3,277,500 1,725,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 1,983,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 959,956 shares and a maximum of 1,899,748 1,298,764 shares of its Common Stock (subject to an increase of up to 2,184,710 1,493,579 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States of America and 12 C.F.R. Part 259 239 (“Regulation MM”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (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 2,422,500 1,381,250 shares and a maximum of 3,277,500 1,868,750 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 2,149,063 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 267,067 shares and a maximum of 1,899,748 361,325 shares of its Common Stock (subject to an increase of to up to 2,184,710 415,524 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed referred to as the “Shares.” 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 Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted September 9, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 5,578,125 and a maximum of 3,277,500 7,546,875 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 8,678,906 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 3,437,460 and a maximum of 1,899,748 4,650,682 shares of its Common Stock (subject to an increase of up to 2,184,710 5,348,284 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (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 Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” 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.