Common use of Other Members Clause in Contracts

Other Members. The Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha and Milwaukee, and then to the Mid-Tier Holding Company’s public stockholders as of the Stockholder Voting Record Date and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("Assisting Brokers") that are members of the Financial Industry Regulatory Authority ("FINRA") managed by the Agent as the sole book-running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Company may reject, in whole or in part, any subscription received in the Community Offering or the Syndicated Community Offering. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (No. 333-233740), including a related prospectus, for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), has filed such amendments thereto, if any, and such amended prospectuses as may have been required to the date hereof by the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Concurrently with the execution of this Agreement, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stock. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "Conversion Application") as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "HOLA"), and 12 C.F.R. Part 239. The Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "Holding Company Application") to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing within Fayette, Washington and Xxxxxxxxxxxx Counties in the Wisconsin counties Commonwealth of Waukesha and Milwaukee, and Pennsylvania; then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. All funds received from investors in the Subscription Offering and Community Offering will be deposited in or transmitted to a segregated account at the Bank by 12:00 pm on the business day following receipt of the funds, and all funds received from investors in the Syndicated Community Offering will be deposited by 12:00 pm on the business day following receipt of the funds. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 165437) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, respectively. In the event the Holding Company is unable to reach the minimum of the offering range and the Office of Thrift Supervision approves other arrangements for the offering, the Holding Company is delivering to will submit a post-effective amendment with the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation Securities and Exchange Commission and the Common StockFinancial Industry Regulatory Authority must review and approve such other arrangements. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated May 14, 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin New Jersey counties of Waukesha Cumberland and Milwaukee, and then Gloucester; to the Mid-Tier Holding Company’s public stockholders Minority Stockholders as of the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers under the terms set forth on Exhibit A ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of [__________]) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated [______________], 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in within the Wisconsin Florida counties of Waukesha Clay, Duval, Flagler, Nassau and MilwaukeeSt. Xxxxx and the Georgia counties of Chatham, Coffee and Xxxx, then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event If a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditionsIn the Community Offering, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased Holding Company will pay a fee to any Financial Regulatory Industry Authority (“FINRA”) member firm (including Stifel) whose representatives assist persons in the Community Offering may be offered in and whose name is entered on the Syndicated Community Offering to selected members of stock order form accepted by the general public through a syndicate of registered broker-dealers Holding Company ("the “Assisting Brokers") that are members of the Financial Industry Regulatory Authority ("FINRA") managed by the Agent as the sole book-running manager”). It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is are subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 167632) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and all amendments or supplements thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b. The Holding Company also has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and all amendments or supplements thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunderConversion Regulations. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"), as required by Holding Company is delivering to the rules and regulations Agent copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus dated November 12, 2010 to be used in the Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and persons, including trusts of natural persons persons, residing in the Wisconsin counties of Waukesha Xxxxxxx County and MilwaukeeDelaware County, and then Pennsylvania; to the Mid-Tier Holding Company’s public stockholders Voting Shareholders as of the Stockholder Voting Record Date Date, and then to the general publicpublic in a Community Offering. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 333-_______) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the Federal Reserve). The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated _________, 2012 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis basis, first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha and Milwaukee, Local Community and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers under the terms set forth on Exhibit A ("“Assisting Brokers"”, and collectively, the “Selling Group”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering and the Purchase Price may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for 167634) in order to register the registration of the sale of the Offer Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to filed with the Agent Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Offering, the Holding Company filed with the OTS a Form MHC-2 Application for such usea Minority Stock Issuance by a Subsidiary of a Mutual Holding Company, as amended (the “Application”). Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated _________________, 2010 to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation Subscription Offering and the Common Stock. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company Community Offering (together with any other required ancillary applications and/or notices and amendments thereto, the "Conversion Application") as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "HOLA"if any), and 12 C.F.R. Part 239. The Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments theretoand, the "Holding Company Application") to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office if necessary, will deliver copies of the Comptroller of the Currency (the "OCC") Prospectus and any prospectus supplement for use in a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Hall, Lincoln and MilwaukeeXxxxxxx Counties, Nebraska, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date and then to the general publiccommunity. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent KBW as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 202707) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part Parts 238 and 239. The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated May , 2015 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing within Hartford, Middlesex, New London, Tolland and Wxxxxxx Counties in the Wisconsin counties State of Waukesha and Milwaukee, and Connecticut; then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole bookbook running manager and Sandler O’Xxxxx as the co-running manager. manager under the terms set forth in Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the Syndicated Community Offering. All funds received from investors in the Subscription Offering and Community Offering will be deposited in or transmitted to a segregated account at the Bank by 12:00 pm on the business day following receipt of the funds, and all funds received from investors in the Syndicated Community Offering will be deposited by 12:00 pm on the business day following receipt of the funds. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 169302) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, respectively. In the event the Holding Company is unable to reach the minimum of the offering range and the Office of Thrift Supervision approves a decrease in the offering range, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, in its sole discretion, may file a post-effective amendment with the Foundation Securities and Exchange Commission and, if required, the Common StockFinancial Industry Regulatory Authority will review and approve such other compensation arrangements. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (collectively, the “Conversion Regulations”). The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to Stifel copies of the Prospectus dated November 10, 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. Pursuant to the Plan, the Company is offering a minimum of 2,344,640 shares and a maximum of 3,172,160 shares (subject to an increase up to 3,647,984 shares) of Common Stock(the “Shares”), in the Subscription Offering, and, if necessary, in the Direct Community Offering and/or the Public Offering (collectively, the “Offering”). The Plan also provides for the Company to contribute up to 160,816 additional shares of Common Stock (the “Foundation Shares”) to a charitable foundation (the “Foundation”) to be formed in connection with the Offering. The Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Direct Community Offering on with a priority basis first preference to natural persons and trusts of natural persons residing in the Wisconsin counties Indiana county of Waukesha and MilwaukeeDearborn, and then to the Mid-Tier Holding Company’s public stockholders as of the Stockholder Voting Record Date and then to the general public. In the event a Direct Community Offering is held, it may be held at any time during or immediately promptly after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Direct Community Offering may be offered in the Syndicated Community Public Offering to selected members of the general public through on a syndicate of registered broker-dealers ("Assisting Brokers") that are members of the Financial Industry Regulatory Authority ("FINRA") managed by the Agent as the sole book-running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased best efforts basis, as described in the Prospectus (as hereinafter defined); that the purchase subsection 4(c) below. Upon completion of the Offer Offering, pursuant to the Plan, up to 49.9% of the outstanding shares of common stock will be publicly held and 100% of the outstanding common stock of the Bank will be held by the Company. The Company will sell the Shares in the Offering at $10.00 per share (the “Purchase Price”). If the number of Shares offered is subject to minimum and maximum purchase limitations as described increased or decreased in accordance with the Plan and Plan, the Prospectus; and that the Company may rejectterm “Shares” shall mean such greater or lesser number, in whole or in part, any subscription received in the Community Offering or the Syndicated Community Offeringwhere applicable. The Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"” or the “SEC”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for 130302) in order to register the registration of Shares and the sale of the Foundation Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it 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 Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in order to declare such registration statement the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and will file such additional after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and such amended prospectuses after their dates of effectiveness or use, respectively. In connection with the Reorganization, the Bank filed with the OTS a Notice of Mutual Holding Company Reorganization on Form MHC-1 (the “Form MHC-1”) and prospectus supplements as may hereafter be required. Such registration statement an Application for Approval of a Minority Stock Issuance by a Savings Association Subsidiary of a Mutual Holding Company (the “Form MHC-2”), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2, as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter hereafter collectively referred to as the "Registration Statement" “MHC Notice”). The Company and the "Prospectus," respectively, except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Concurrently with the execution of this Agreement, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stock. In connection with the Conversion, the MHC have filed with the Federal Reserve Board OTS an application for conversion on Form H-(e)1-S (the “Holding Company Application”) to a stock company (together with any other required ancillary applications and/or notices become savings and amendments thereto, the "Conversion Application") as required by the Federal Reserve Board in accordance with loan holding companies under the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239. The Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "Holding Company Application") to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application MHC Notice and the Holding Company Application, Application may also be termed the "“Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.”

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin New Jersey counties of Waukesha Cumberland and Milwaukee, and then Gloucester; to the Mid-Tier Holding Company’s public stockholders Minority Stockholders as of the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 165532) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b. The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated May 14, 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Xxxxxxxx and MilwaukeeXxxxxxxx Counties in Iowa, and then to the Mid-Tier Holding Company’s public stockholders as of the Stockholder Voting Record Date and then to the general publiccommunity. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent KBW as the sole book-running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or and the Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 210056) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239. The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Fairfield and MilwaukeeNew Haven Counties in Connecticut, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date and then to the general publicDate. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 167482) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b. The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated May 13, 2011 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing within Delaware and Xxxxxxx Counties in the Wisconsin counties Commonwealth of Waukesha and Milwaukee, and Pennsylvania; then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. All funds received from investors in the Subscription Offering and Community Offering will be deposited in or transmitted to a segregated account at the Bank by 12:00 pm on the business day following receipt of the funds, and all funds received from investors in the Syndicated Community Offering will be deposited by 12:00 pm on the business day following receipt of the funds. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 333-______) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, respectively. In the event the Holding Company is unable to reach the minimum of the offering range and the Office of Thrift Supervision approves other arrangements for the offering, the Holding Company is delivering to will submit a post-effective amendment with the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation Securities and Exchange Commission and the Common StockFinancial Industry Regulatory Authority must review and approve such other arrangements. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated _______________, 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin Ohio counties of Waukesha Hamilton, Butler, Xxxxxx and MilwaukeeClermont, the Kentucky counties of Xxxxx, Xxxxxx, and then Xxxxxxxx, and the Indiana counties of Dearborn, Ohio, and Switzerland; to the Mid-Tier Holding Company’s public stockholders Minority Stockholders as of the Stockholder Voting Record Date Date, and then to the general publicpublic in a Community Offering. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 176793) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the Federal Reserve). The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated November 10, 2011 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha within Caddo and MilwaukeeBossier Parishes, and Louisiana; then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. All funds received from investors in the Subscription Offering and Community Offering will be deposited in or transmitted to a segregated account at the Bank by 12:00 pm on the business day following receipt of the funds, and all funds received from investors in the Syndicated Community Offering will be deposited by 12:00 pm on the business day following receipt of the funds. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 169230) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, respectively. In the event the Holding Company is unable to reach the minimum of the offering range and the Office of Thrift Supervision approves other arrangements for the offering, the Holding Company is delivering to will submit a post-effective amendment with the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation Securities and the Common StockExchange Commission. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated ____________, 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and persons, including trusts of natural persons persons, residing in the Wisconsin counties states of Waukesha Georgia, Alabama and Milwaukee, and then Florida; to the Mid-Tier Holding Company’s public stockholders Voting Shareholders as of the Stockholder Voting Record Date Date, and then to the general publicpublic in a Community Offering. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole bookbook running manager under the terms set forth on Exhibit A, and Sterne Agee will serve as co-running managermanager of the Syndicated Offering. Offer Shares may be offered to the general public in a public offering (the “Public Offering”) in lieu of or subsequent to the Syndicated Community Offering. If there is a Public Offering, the Public Offering will be governed by a separate underwriting agreement as described in Section 2 hereof. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the Offering, and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 185482) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations), Regulations differing from the term "Prospectus" shall refer to such revised prospectus from and after included in the Registration Statement at the time it is first provided to the Agent for such use. Concurrently with the execution of this Agreementinitially becomes effective, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stock. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "Conversion Application") as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "HOLA"), and 12 C.F.R. Part 239. The Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "Holding Company Application") to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.the

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Xxxxxxxxxx, Xxxxxxxx and MilwaukeeOrange Counties in Indiana, and then to the Mid-Tier Holding Company’s Bank's public stockholders as of the Stockholder Voting Record Date and then to the general publiccommunity. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("Assisting Brokers") that are members of the Financial Industry Regulatory Authority ("FINRA") managed by the Agent KBW as the sole book-running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or and the Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 223875) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities 1933 Act"), and the regulations promulgated thereunder (the "1933 Act Regulations"), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and "). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the "Prospectus," respectively, except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "Prospectus" shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "Conversion Application") as required by the Federal Reserve Board in accordance with the Home Owners’ ' Loan Act, as amended (the "HOLA"), and 12 C.F.R. Part 239. The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "Holding Company Application") to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Fairfield and MilwaukeeNew Haven Counties in Connecticut, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 167482) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b. The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated May , 2011 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and persons, including trusts of natural persons persons, residing in the Wisconsin counties of Waukesha and MilwaukeeBurlington County, New Jersey, and then to the Mid-Tier Holding Company’s public stockholders Minority Stockholders as of the Stockholder Voting Record Date Date, and then lastly to members of the general publicpublic in a Community Offering. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent KBW as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 189244) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the Federal Reserve). The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated August , 2013 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and persons, including trusts of natural persons persons, residing in the Wisconsin counties states of Waukesha Georgia, Alabama and Milwaukee, and then Florida; to the Mid-Tier Holding Company’s public stockholders Minority Stockholders as of the Stockholder Voting Record Date Date, and then to the general publicpublic in a Community Offering. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole bookbook running manager under the terms set forth on Exhibit A, and Sterne Agee will serve as co-running managermanager of the Syndicated Offering. Offer Shares may be offered to the general public in a public offering (the “Public Offering”) in lieu of the Syndicated Community Offering. If there is a Public Offering, the Public Offering will be governed by a separate underwriting agreement as described in Section 2 hereof. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the Offering, and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 185482) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, respectively, including post-effective amendments thereto containing the Company is delivering to preliminary and final prospectus for the Agent copies of the Prospectus to be used in the Public Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockif any. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board in accordance with the Home Owners’ ' Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the Federal Reserve). The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Holding Company has also filed an application with the Office Georgia Department of Banking and Finance to become a bank holding company pursuant to Georgia law and as defined in § 7-1-606 of the Comptroller of the Currency Georgia Code (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto“Georgia Application”). Collectively, the "OCC Conversion Application" and, collectively with the Conversion Holding Company Application and the Georgia Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company Application, is delivering to the "Applications"Agents copies of the Prospectus dated February 11 2013 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering or Public Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons residing within Chatham, Coffee and trusts of natural persons residing in the Wisconsin counties of Waukesha Wxxx Counties, Georgia and MilwaukeeClay, Columbia, Dxxxx, Nassau and St. Jxxxx Counties, Florida, then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by Rxxx Xxxx ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. ("FINRA") managed by the Agent as the sole book-running manager“NASD”). It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for 144149) in order to register the registration of Shares and the sale of the Exchange Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any interim merger applications and any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Owners Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (collectively with the HOLA, the Conversion Regulations”). The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated August ___, 2007 of the Holding Company to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons residing within the States of Georgia and trusts of natural persons residing in the Wisconsin counties of Waukesha and MilwaukeeAlabama, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers under the terms set forth on Exhibit A ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering and the Purchase Price may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 333-___________) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to filed with the Agent Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Offering, the Holding Company filed with the OTS a Form MHC-2 Application for such usea Minority Stock Issuance by a Subsidiary of a Mutual Holding Company, as amended (the “Application”). Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated _________________, 2010 to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation Subscription Offering and the Common Stock. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company Community Offering (together with any other required ancillary applications and/or notices and amendments thereto, the "Conversion Application") as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "HOLA"if any), and 12 C.F.R. Part 239. The Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments theretoand, the "Holding Company Application") to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office if necessary, will deliver copies of the Comptroller of the Currency (the "OCC") Prospectus and any prospectus supplement for use in a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Xxxx and MilwaukeeWill Counties in Illinois, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date and then to the general publicDate. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent KBW as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 189171) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part Parts 238 and 239. The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated August , 2013 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Xxxxxxxx and MilwaukeeXxxxxxxx Counties in Iowa, and then to the Mid-Tier Holding Company’s public stockholders as of the Stockholder Voting Record Date and then to the general publiccommunity. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent KBW as the sole book-running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or and the Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 333- ) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations), Regulations differing from the term "Prospectus" shall refer to such revised prospectus from and after included in the Registration Statement at the time it is first provided to the Agent for such use. Concurrently with the execution of this Agreementinitially becomes effective, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stock. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "Conversion Application") as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "HOLA"), and 12 C.F.R. Part 239. The Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "Holding Company Application") to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.the

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin Ohio counties of Waukesha Hamilton, Butler, Xxxxxx and MilwaukeeClermont, the Kentucky counties of Xxxxx, Xxxxxx, and then Xxxxxxxx, and the Indiana counties of Dearborn, Ohio, and Switzerland; to the Mid-Tier Holding Company’s public stockholders Minority Stockholders as of the Stockholder Voting Record Date Date, and then to the general publicpublic in a Community Offering. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 333-______) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (as enforced by the Federal Reserve). The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated _______, 2011 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons residing within the States of Georgia and trusts of natural persons residing in the Wisconsin counties of Waukesha and MilwaukeeAlabama, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers under the terms set forth on Exhibit A ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 333-___________) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (collectively with the HOLA, the Conversion Regulations”). The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated _________________, 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing within Hartford, Middlesex, New London, Tolland and Xxxxxxx Counties in the Wisconsin counties State of Waukesha and Milwaukee, and Connecticut; then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. All funds received from investors in the Subscription Offering and Community Offering will be deposited in or transmitted to a segregated account at the Bank by 12:00 pm on the business day following receipt of the funds, and all funds received from investors in the Syndicated Community Offering will be deposited by 12:00 pm on the business day following receipt of the funds. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of [ ]) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations), Regulations differing from the term "Prospectus" shall refer to such revised prospectus from and after included in the Registration Statement at the time it is first provided to the Agent for such use. Concurrently with the execution of this Agreementinitially becomes effective, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stock. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "Conversion Application") as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "HOLA"), and 12 C.F.R. Part 239. The Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "Holding Company Application") to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.the

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in within the Wisconsin New Hampshire counties of Waukesha Hillsborough and MilwaukeeCheshire and the Massachusetts County of Worcester, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. ("FINRA") managed by the Agent as the sole book-running manager“NASD”). It is acknowledged that the number of Offer Shares to be sold in the Offering Offerings may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering Offerings is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 SB-2 (File No. 333-233740), including a related prospectus, for 132548) in order to register the registration of Shares and the sale of the Exchange Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any interim merger applications and any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Owners Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (collectively with the HOLA, the Conversion Regulations”). The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated May ___, 2006 of the Holding Company to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Xxxx and MilwaukeeWill Counties in Illinois, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date and then to the general publiccommunity. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent KBW as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 189171) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part Parts 238 and 239. The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated August 12, 2013 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Fairfield and MilwaukeeNew Haven Counties in Connecticut, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. Simultaneously with or immediately following the completion of the Conversion and Offering, the Holding Company will acquire Southern Connecticut Bancorp, Inc., a Connecticut corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of February 22, 2010 and amended as of September 16, 2010. Southern Connecticut Bancorp, Inc. is the holding company for The Bank of Southern Connecticut, a Connecticut chartered commercial bank (the “Bank of Southern Connecticut”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of Connecticut and the applicable regulations of the OTS, the Connecticut Department of Banking and the Federal Reserve Bank of Boston (the “FRB”). Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Southern Connecticut Bancorp common stock, par value $0.01 per share (the “Southern Connecticut Bancorp Common Stock”), will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, (a) $6.75 in cash without interest, (b) 0.675 shares of Holding Company Common Stock (plus cash in lieu of any fractional shares or, (c) a combination of cash and shares of Holding Company Common Stock) (the Company Common Stock to be issued in exchange for Southern Connecticut Bancorp Common Stock being referred to herein as the “Merger Shares”). In particular, subject to adjustment, the maximum number of Southern Connecticut Bancorp shares converted into the right to receive cash consideration will be 40% of the total outstanding shares of Southern Connecticut Bancorp Common Stock and the maximum number of Southern Connecticut Bancorp shares converted into the right to receive stock consideration will be 60% of the total outstanding shares of Southern Connecticut Common Stock. Immediately prior to the effective time of the Merger, each outstanding option to purchase Southern Connecticut Bancorp Common Stock will be canceled and exchanged for a cash payment from Southern Connecticut Bancorp equal to the excess of the $6.75 merger consideration over the exercise price per share of each option. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Conversion, the Offering and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of both the Conversion, the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may be consummated, subject to receipt of necessary regulatory and depositor approvals. Southern Connecticut Bancorp, Bank of Southern Connecticut and their subsidiaries are sometimes referred to as the “SCB Parties” herein. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 167482) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The Registration Statement also contains a proxy statement/prospectus to be used by to solicit proxies of Southern Connecticut Bancorp stockholders with respect to the Company in connection with approval of the Offering which differs from Merger and the Prospectus issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file at with the Commission at the time the Registration Statement becomes became effective (whether or not such revised is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act Regulations)differing from the proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Proxy Statement/Prospectus" ” shall refer to such revised the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said proxy statement/prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b. The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application may also be termed the “Applications.” The following applications have been filed in connection with the Merger: (i) an application (the “Connecticut Merger Application”) has been filed with the Connecticut Department of Banking; (ii) an Interagency Bank Merger Act Application (the “OTS BMA Application”) has been filed with the OTS; and (iii) a Notice of Acquisition of Southern Connecticut Bancorp and Bank of Southern Connecticut (the “FRB Waiver Letter”) has been filed with the FRB. The Connecticut Merger Application, the "OTS BMA Application and the FRB Waiver Letter are referred to herein as the “Merger Applications"” and, together with the Conversion Applications, the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing within Fayette, Washington and Xxxxxxxxxxxx Counties in the Wisconsin counties Commonwealth of Waukesha and Milwaukee, and Pennsylvania; then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 333- ) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, (i) the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”) and (ii) the Bank filed with the OTS an application for interim bank mergers (the “Merger Application”) to be completed as part of the Conversion. The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Conversion Application" and, collectively with the Conversion Merger Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Maricopa County in Arizona and MilwaukeeDxxx Axx and Oxxxx Counties in New Mexico, and then to the Mid-Tier Holding Company’s public stockholders as of the Stockholder Voting Record Date and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent as the sole book-running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or and the Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 211820) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239. The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Holding Company has also filed with the Office of the Comptroller of the Currency (the "“OCC"”) a Notice an application for approval for the Holding Company to acquire the Bank and to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "“OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"”), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and persons, including trusts of natural persons persons, residing in the Wisconsin counties of Waukesha Xxxxxxx County and MilwaukeeDelaware County, and then Pennsylvania; to the Mid-Tier Holding Company’s public stockholders Voting Shareholders as of the Stockholder Voting Record Date Date, and then to the general publicpublic in a Community Offering. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running managermanager under the terms set forth on Exhibit A. Offer Shares may be offered to the general public in a public offering (the “Public Offering”) in lieu of or subsequent to the Syndicated Community Offering. If there is a Public Offering, the Public Offering will be governed by a separate underwriting agreement as described in Section 2 hereof. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the Offering, and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 181798) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, respectively, including post-effective amendments thereto containing the Company is delivering to preliminary and final prospectus for the Agent copies of the Prospectus to be used in the Public Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockif any. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices notices, the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the Federal Reserve). The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments theretonotices, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated _________, 2012 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering or Public Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Bucks, Xxxxxxx, Delaware, Xxxxxxxxxx and MilwaukeePhiladelphia Counties in Pennsylvania and Atlantic and Cape May Counties in New Jersey, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 165416) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b. The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Xxxxxxxxxx, Xxxxxxxx and MilwaukeeOrange Counties in Indiana, and then to the Mid-Tier Holding Company’s Bank's public stockholders as of the Stockholder Voting Record Date and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("Assisting Brokers") that are members of the Financial Industry Regulatory Authority ("FINRA") managed by the Agent KBW as the sole book-running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or and the Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 223875) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities 1933 Act"), and the regulations promulgated thereunder (the "1933 Act Regulations"), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and "). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the "Prospectus," respectively, except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "Prospectus" shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "Conversion Application") as required by the Federal Reserve Board in accordance with the Home Owners’ ' Loan Act, as amended (the "HOLA"), and 12 C.F.R. Part 239. The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "Holding Company Application") to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Bucks, Xxxxxxx, Delaware, Xxxxxxxxxx and MilwaukeePhiladelphia Counties in Pennsylvania and Atlantic and Cape May Counties in New Jersey, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent Stifel as the sole book-book running manager. manager under the terms set forth on Exhibit A. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or the and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 165416) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board OTS in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239Parts 575 and 563b. The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments theretoCollectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company ApplicationApplication may also be termed the “Applications.” Concurrently with the execution of this Agreement, the "Applications"Holding Company is delivering to the Agent copies of the Prospectus dated May 14, 2010 to be used in the Subscription Offering and Community Offering (if any), as required by the rules and regulations and, if necessary, will deliver copies of the OCC promulgated under 12 C.F.R. Part 192Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha Maricopa County in Arizona and MilwaukeeDxxx Axx and Oxxxx Counties in New Mexico, and then to the Mid-Tier Holding Company’s public stockholders as of the Stockholder Voting Record Date and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers ("“Assisting Brokers"”) that are members of the Financial Industry Regulatory Authority ("“FINRA"”) managed by the Agent as the sole book-running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering or and the Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 333-________) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities 1933 Act Regulations)Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the Conversion, the MHC filed with the Federal Reserve Board an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the "“Conversion Application"”) as required by the Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended (the "“HOLA"”), and 12 C.F.R. Part 239. The Holding Company has also filed with the Federal Reserve Board its application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. The Holding Company has also filed with the Office of the Comptroller of the Currency (the "“OCC"”) a Notice an application for approval for the Holding Company to acquire the Bank and to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto, the "“OCC Application" and, collectively with the Conversion Application and the Holding Company Application, the "Applications"”), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.

Other Members. The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis first to natural persons and trusts of natural persons residing in the Wisconsin counties of Waukesha and Milwaukee, and then to the Mid-Tier Holding Company’s public stockholders as of at the Stockholder Voting Record Date Date, and then to the natural persons residing within the New York county of Oneida and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through on a syndicate of registered broker-dealers ("Assisting Brokers") that are members of the Financial Industry Regulatory Authority ("FINRA") managed by the Agent as the sole book-running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased best efforts basis, as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to minimum and maximum purchase limitations as described in the Plan and the Prospectus; and that the Company may reject, in whole or in part, any subscription received in the Community Offering or the Syndicated Community Offeringsubsection 4(b) below. The Holding Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement Registration Statement on Form S-1 (File No. 333-233740), including a related prospectus, for the registration of the sale of 121245) in order to register the Shares under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), and has filed such amendments thereto, if any, and such amended prospectuses thereto as may have been required to the date hereof by (the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required“Registration Statement”). Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission promulgated under the Securities ActThe prospectus, as from amended, included in the Registration Statement at the time to time amended or supplemented pursuant to it initially became effective is hereinafter called the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "“Prospectus," respectively, ” except that if any revised prospectus shall be used by the Company in connection with the Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the Securities regulations of the Commission under the 1933 Act Regulations)differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term "“Prospectus" ” shall refer to such revised the prospectus filed pursuant to Rule 424(b) or (c) from and after the time it said prospectus is first provided to the Agent for such use. Concurrently filed with the execution Commission and shall include any supplements and amendments thereto from and after their dates of this Agreementeffectiveness or use, the Company is delivering to the Agent copies of the Prospectus to be used in the Offering. The Prospectus contains information with respect to the Bank, the Company, the MHC, the Mid-Tier Holding Company, the Foundation and the Common Stockrespectively. In connection with the ConversionConversion and Reorganization, the MHC filed with the Federal Reserve Board Office of Thrift Supervision (the “OTS”) an application for conversion to a stock company (together with any other required ancillary applications and/or notices the “Conversion Application”) and amendments thereto, the "Conversion Application") thereto as required by the OTS pursuant to Title 12, Part 575 and 563b of the Code of Federal Reserve Board in accordance with the Home Owners’ Loan Act, as amended Regulations (the "HOLA"“Conversion Regulations”), and 12 C.F.R. Part 239. The Holding Company has also filed with the Federal Reserve Board OTS its application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices and amendments thereto, the "“Holding Company Application"”) to become a unitary savings and loan holding company acquire the Bank under the HOLA Home Owners’ Loan Act of 1933, as amended, and the regulations promulgated thereunder. The Company has also filed with the Office of the Comptroller of the Currency thereunder (the "OCC") a Notice to amend the Bank’s charter (together with any other required ancillary applications and/or notices and amendments thereto“HOLA”). Collectively, the "OCC Application" and, collectively with the Conversion Application and the Holding Company Application, Application may also be termed the "“Applications"), as required by the rules and regulations of the OCC promulgated under 12 C.F.R. Part 192.”