Common use of The Offering Clause in Contracts

The Offering. The Bank, in accordance with the plan of conversion adopted by the Boards of Directors of each of the Company and the Bank (the “Plan”), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 shares (subject to increase up to 11,902,500 shares) of its common stock, $.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders”), and (4) other members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in In accordance with the a plan of conversion adopted by the Boards Board of Directors of each of the Company and the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 3,680,000 shares (subject to increase up to 11,902,500 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31September 30, 2008 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders”), and Holders (4) other members of the Bank as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Texas counties Community (as defined in the Plan), and thereafter to cover orders of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇other members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in In accordance with the plan of conversion adopted by the Boards its Board of Directors of each of the Company and the Bank (the “"Plan”"), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 714,200 shares (subject to increase up to 11,902,500 shares) of its common stock, par value, $.01 par value per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $50.00 or more as of March December 31, 2008 1998 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by depositors of the Bank with account balances of $50.00 or more as of September 30, 2001 (the “ESOP”"Supplemental Eligible Account Holders"), (3) depositors of the Bank with Qualifying Deposits as of September 30the close of business on ___________, 2009 (“who continue as depositors as of the Special Meeting who are not Eligible Account Holders or Supplemental Eligible Account Holders”Holders ("Other Members"), and (4) other members employees, officers and directors of the Bank as defined to the extent they are not Eligible Account Holders, Supplemental Eligible Account Holders, or Other Members. To the extent Shares remain unsold in the Plan. Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Company may offer is offering for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a preference given first to natural persons residing in the Texas counties Illinois county of CollinDuPage ("Other Subscribers"), Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇(all such offerees being referred to in the aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. The Company has filed with will issue the Securities and Exchange Commission Shares at a purchase price of $10.00 per share (the “Commission”) a registration statement on Form S-1 (File No. 333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Purchase Price").

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Boards Board of Directors of each of the Company and the Bank OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 4,025,000 shares (subject to increase up to 11,902,500 4,628,750 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 ___________ (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties State of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894__________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28September __, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankAssociation, in accordance with the its plan of conversion ("Plan"), adopted by the Boards its Board of Directors of each of the Company and the Bank (the “Plan”)Directors, intends to convert from the a federal mutual form savings and loan association to a federal stock savings and loan association and issue all of organization its outstanding capital stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant In addition, pursuant to the Plan, the Company will intends to offer and sell up to 10,350,000 1,437,500 shares (subject to increase up to 11,902,500 shares) of its common stock, $.01 0.01 par value per share (the “"Shares” " or “"Common Stock"), subject to possible increase to up to 1,653,125 Shares”), in a subscription offering (the “"Subscription Offering”") to (1i) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March Association on October 31, 2008 1995 (“"Eligible Account Holders”"), (2ii) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association's Employee Stock Ownership Plan (the “"ESOP”"), (3iii) depositors of in the Bank with Qualifying Deposits as of September 30Association on December 31, 2009 1996 (“"Supplemental Eligible Account Holders”"), (iv) members of the Association other than Eligible Account Holders and Supplemental Eligible Account Holders as of _________, 1997 ("Other Members"), and (4v) other members employees, officers and directors of the Bank as defined in the PlanAssociation. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”) "), conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given first to natural persons residing who reside in Shelby County, Ohio ("Local Community") (all such offerees being referred to in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇aggregate as "Eligible Offerees"). It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement Registration Statement on Form S-1 (File No. 333-161894________) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereof thereto, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank The Association has filed with the Office of Thrift Supervision (the “"OTS”") an Application For for Approval of Conversion on Form AC (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”)Prospectus, and has filed such amendments thereto thereto, if any, as may have been required by the OTSOTS pursuant to the Home Owners' Loan Act, as amended ("HOLA"), and 12 C.F.R. Part 563b ("Conversion Regulations"). The Form AC Conversion Application has been approved by the OTS and the related Prospectus and proxy statement has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)lapplication on Form H-(e) 1-S (the “"Holding Company Application”) "), and has filed such amendments thereto as may have been required by the OTS, to become a registered savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankOn January 21, in accordance with 2016, the plan board of conversion directors of Nodak Mutual adopted by the Boards a Plan of Directors of each of the Mutual Property and Casualty Insurance Company Conversion and the Bank Minority Offering (the “Plan”), intends . The Plan provides for the conversion of Nodak from mutual to convert from the mutual form of organization to the stock form of organization (the “Conversion”) and the amendment and restatement of Nodak Mutual’s articles of incorporation, to, among other things change its name to Nodak Insurance Company. The Plan also provides for (a) the formation of Nodak Mutual Group, Inc., a newly-formed North Dakota nonstock corporation (“Nodak Mutual Group”), (b) the issuance of all of the outstanding common stock of Nodak Insurance Company upon completion of the Conversion to Nodak Mutual Group, (c) the formation of Holdings as an intermediate stock holding company that will own 100% of the common stock of Nodak Insurance Company, and (d) the issuance by Holdings of 55% of its outstanding common stock to Nodak Mutual Group in exchange for all of the outstanding capital stock of Nodak Insurance Company. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Company will offer and sell Holdings is offering up to 10,350,000 shares (subject to increase up to 11,902,500 sharesthe “Shares”) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common SharesStock”), in (i) a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plansand, including the employee stock ownership plan established by the Bank (the “ESOP”)if necessary, (3ii) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders”), and (4) other members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “Community Offering” ”), and when referred to together with or subsequent to (iii) if necessary, a syndicated offering (the “Syndicated Offering”). The Subscription Offering, the Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Subscription and Community Offering”) .” The Shares will constitute 45 % of the outstanding common stock of Holdings after completion of the Offering. Holdings will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): · eligible members of Nodak Mutual, who are the named insureds under policies of insurance issued by Nodak Mutual and in force on January 21, 2016; · the Employee Stock Ownership Plan formed by Nodak Mutual (the “ESOP”); and · officers, directors, and employees of Nodak Mutual. Holdings may offer shares of Common Stock for which subscriptions have not subscribed for or ordered been received in the Subscription Offering to members the following categories of purchasers (listed in order of priority) in the Community Offering before offering them to the general public: · Named insureds under policies of insurance issued by Nodak Mutual after January 21, 2016; · Licensed insurance producers appointed by Nodak Mutual; · Members of the general public to whom North Dakota Farm Bureau that are not policyholders of Nodak Mutual; · Residents of North Dakota; · Licensed insurance producers appointed by Battle Creek Mutual Insurance Company (“Battle Creek”), American West Insurance Company (“American West”), or Primero Insurance Company (“Primero”); and · Residents of South Dakota, Minnesota, Nebraska, Nevada and Arizona. In the event a copy of Community Offering is held, it may be held at any time during or immediately after the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties of CollinSubscription Offering. Depending on market conditions, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇. It is anticipated that shares not subscribed for in the Subscription and Offering or in the Community Offering may be offered in the Syndicated Offering to certain selected members of the general public on a best best-efforts basis through a selected syndicate of registered broker-dealers agreement who are members of the Financial Industry Regulatory Authority (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “OfferingFINRA”). The Syndicated Offering will be managed by the Agent. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus, and that the Company Holdings may reject, in whole or in part, any orders subscription received in the Community Offering or Syndicated Community Offering. The Company Holdings has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333____-161894______) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereof and such amended prospectuses thereto as may have been required to the date hereofhereof (the “Registration Statement”). The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Holdings pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said such prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, Holdings is delivering to the Agent copies of the Prospectus, dated ________, 2016, of Holdings to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Offering as defined in the Prospectus. In accordance with Title 12, Part 563b Section 26.1-12.2-02(2) of the North Dakota Century Code of Federal Regulations (the “Century Code”), Nodak Mutual has filed with the North Dakota Insurance Commissioner (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion RegulationsApplication”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Nodak Mutual relating to the Conversion (the “Proxy Statement”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Pro Forma Valuation Appraisal Report prepared by RP F▇▇▇▇▇▇ Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares Inc. (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)Prospectus.

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Boards of Directors of each of the Company and the Bank West End Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 _______ shares (subject to increase up to 11,902,500 ________ shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 2011 (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties Indiana Counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇Union and ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In addition, in connection with the Plan, the Holding Company intends to establish the West End Bank Charitable Foundation (the “Foundation”) and upon consummation of the Conversion, donate $125,000 and 38,000 shares of Holding Company Common Stock to the Foundation. In 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank, The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894175509) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b 192 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28June 10, 2009 2011 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSfederal regulators. The Form AC has been approved by the OTS Board of Governor’s of the Federal Reserve Board (“FRB”) and any other appropriate regulator and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”) and ), as in effect at the regulations promulgated thereunder (the “Control Act Regulations”)time.

The Offering. The Bank, in In accordance with the plan of conversion as adopted by the Boards Board of Directors of each of the Company and the Bank Association (the “Plan”), the Association intends to convert from the current mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank Association will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 1495,000 shares (subject to increase up to 11,902,500 1,719,250 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) as of March 31June 30, 2008 2014 (“Eligible Account Holders”), (2) the BankAssociation’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association is establishing in connection with the conversion (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), and (4) other members of the Bank Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Texas counties Local Community (as defined in the Plan), and thereafter to cover orders of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇other members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In addition, pursuant to the Plan, in connection with the Offering, the Association is establishing the Central Federal Community Foundation, a charitable foundation (the “Foundation”), and the Holding Company expects to fund the Foundation with $100,000 in cash and the remainder in shares of common stock equal to 4% of the Shares sold the Offering (between 44,200 and 59,800 shares, subject to increase under certain circumstances to 68,770 shares) (the “Foundation Shares”). In connection with the Conversion, the Association filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock savings and loan association (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894206874) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Boards Board of Directors of each of the Company and the Bank Territorial Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and Territorial Savings Group will cease. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 10,637,500 shares (subject to increase up to 11,902,500 12,233,125 shares) of its common stock, $.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31September 30, 2008 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30March 31, 2009 (“Supplemental Eligible Account Holders”), and (4) other members of the Bank MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties State of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Hawaii. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In September 2002, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of Territorial Savings Group. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Territorial Savings Group currently owns 100% of the outstanding shares of common stock of the Bank. Territorial Savings Group has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and Territorial Savings Group will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894155388) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialFinPro, LC.Inc., dated August 28February 27, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Boards of Directors of each of the Company and the Bank Madison Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 3,737,500 shares (subject to increase up to 11,902,500 4,298,125 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March December 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September June 30, 2009 2012 (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties Nebraska Counties of CollinCedar, DallasBoone, DeltaKnox, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, Madison and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The MHC currently owns 100% of the outstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank, The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-161894181070) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b 239 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office Board of Thrift Supervision Governors of the Federal Reserve (the “OTSFRB”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, Financial LC., dated August 28March 31, 2009 2012 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSFRB. The Form AC Conversion Application has been approved by the OTS FRB and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS FRB an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the Boards its Board of Directors of each of the Company and the Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and Territorial Savings Group will cease. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Company will offer and sell up to 10,350,000 10,925,000 shares (subject to increase up to 11,902,500 12,563,750 shares) of its common stock, $.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31September 30, 2008 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30December 31, 2009 2008 (“Supplemental Eligible Account Holders”), and (4) other depositor members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties State of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Hawaii. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In September 2002, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of Territorial Savings Group. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Territorial Savings Group currently owns 100% of the outstanding shares of common stock of the Bank. Territorial Savings Group has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and Territorial Savings Group will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialFinPro, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares Inc. (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion as adopted by the Boards of Directors of each of the Company and the Bank 1st Security Parties (the “Plan”), intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection with The Conversion will be accomplished pursuant to Washington state law and federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the CompanyWashington Department of Financial Institutions (“WDFI”) and the Federal Deposit Insurance Corporation (“FDIC”). Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 2,817,500 shares (subject to increase up to 11,902,500 3,240,125 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31June 30, 2008 2007 (“Eligible Account Holders”), (2) the BankHolding Company’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30______________, 2009 2011 (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties Washington Counties of CollinKing, DallasKitsup, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Snohomish, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Boards of Directors of each of the Company and the Bank Madison Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 4,140,000 shares (subject to increase up to 11,902,500 4,761,000 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March December 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September June 30, 2009 2012 (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Texas counties Nebraska Counties of CollinCedar, DallasBoone, DeltaKnox, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, Madison and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The MHC currently owns 100% of the outstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank, The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-161894181070) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b 239 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank MHC has filed with the Office Board of Thrift Supervision Governors of the Federal Reserve (the “OTSFRB”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, Financial LC., dated August 28March 31, 2009 2012 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSFRB. The Form AC Conversion Application which includes the prospectus has been approved by the OTS and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS FRB an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankMHC, in accordance with the plan of conversion as adopted by the Boards of Directors of each of the Company and the Bank Blue Hills Parties (the “Plan”), intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 24,150,000 shares (subject to increase up to 11,902,500 27,772,500 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31February 28, 2008 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), and (3) depositors employees, officers, directors, trustees and corporators of the Bank with Qualifying Deposits as of September 30Bank, 2009 (“Supplemental Eligible Account Holders”), the Mid-Tier and (4) other members of the Bank as defined in the PlanMHC who do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the Texas counties local community as defined in the Plan, and thereafter to cover orders of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) or to certain members of the general public in a firm commitment underwritten offering (the “Underwritten Offering”) with the Agent acting as sole book-running manager (the Underwritten Offering, Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or Syndicated Community Offering. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894194486) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, Part 563b without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Federal Regulations Massachusetts Regulations), as from time to time amended or supplemented (the “Conversion Massachusetts Regulations”), the Bank MHC has filed the Plan with the Office Massachusetts Division of Thrift Supervision Banks (the “OTSDivision”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto and supplementary materials as may have been required by to the OTS. The Form AC has been approved by date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the OTS “Massachusetts Conversion Application”), including copies of the MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the Appraisal, and the related Prospectus has been authorized for use by the OTSProspectus. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”) to become a savings and loan bank holding company under Section 3 of the Home Owners’ Loan ActBank Holding Company Act of 1956, as amended (the “HOLABHCA”) ), as in effect at the time and the regulations promulgated thereunder (FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Control Act RegulationsApplications”).

The Offering. The BankCompany, in accordance with the plan of conversion its Stock Issuance Plan adopted by the Boards its Board of Directors of each of the Company and the Bank (the “"Plan”"), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 1,914,750 shares (subject to increase up to 11,902,500 2,201,963 shares) of its common stock, $.01 .10 par value per share (the “"Shares” " or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31September 30, 2008 2002 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by Employee Stock Ownership Plan of the Bank (the “"ESOP”), ") and (3) depositors of the Bank with Qualifying Deposits as of September 30March 31, 2009 2004 (“"Supplemental Eligible Account Holders”"), and (4) other members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties people who are residents of CollinMadison County, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Illinois. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Common Shares offered for sale in the Offering will represent a minority ownership interest of 45% of the Company* s total outstanding shares of Common Shares. The Company has filed with will issue the Securities and Exchange Commission Shares at a purchase price of $10.00 per share (the “Commission”) a registration statement on Form S-1 (File No. 333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Purchase Price").

The Offering. The Bank, in In accordance with the a plan of conversion and reorganization adopted by the Boards Board of Directors of each of the Company and the Bank MHC (the “Plan”), the MHC intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 [Max] shares (subject to increase up to 11,902,500 [SuperMax] shares) (the “Offer Shares”) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31September 30, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the Bank’s 401(k) plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders”), and Holders (4) other members of the Bank as defined in the Plan); and (4) Other Depositors (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Texas counties Community (as defined in the Plan) and second to Minority Stockholders (as defined in the Plan) as of Collinthe Voting Record Date (as defined in the Plan), Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇thereafter to cover orders of other members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. Pursuant to the Plan, the Holding Company will issue a minimum of and a maximum of shares of its Common Stock (subject to increase up to shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of Mid-Tier Holding Company common stock (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. In connection with the Conversion, the MHC filed with the Board of Governors of the Federal Reserve System (“FRB”) an application for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB 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 FRB). The Holding Company has also filed with the FRB an application on Form H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894180018) (the “Registration Statement”), containing a prospectus relating to the OfferingOffering and a proxy statement/prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Holding Company for the meeting to approve the Plan and to offer the Exchange Shares, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses or proxy statement/prospectus as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus and proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus” and the “Stockholders’ Proxy Statement,” respectively, except that if any prospectus or proxy statement/prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus or proxy statement/prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” and “Stockholders’ Proxy Statement” shall refer to the prospectus and proxy statement/prospectus, as the case may be, filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankCompany, in accordance with the its plan of conversion adopted by the Boards its Board of Directors of each of the Company and the Bank (the “"Plan”"), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant and to the Plan, the Company will offer and sell up to 10,350,000 8,986,250 shares (subject to increase up to 11,902,500 shares) of its common stock, $.01 no par value per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of persons with $50.00 or more on deposit at the Bank with Qualifying Deposits (as defined in the Plan) as of March December 31, 2008 1997 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of persons with $50.00 or more on deposit at the Bank with Qualifying Deposits as of September June 30, 2009 1999 (“"Supplemental Eligible Account Holders”") (4) the Bank's depositors and Borrowers as of _______ ____, 1999 (other than Eligible Account Holders and Supplemental Eligible Account Holders) ("Other Members"), and (45) other members persons with $50.00 or more on deposit at the Commercial Bank of the Bank ▇▇▇▇▇▇▇ as defined in the Planof December 31, 1997 ("Commercial Depositors"). Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the “"Direct Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing and trusts of natural persons who are permanent residents of Snohomish County (the "Local Community") ("Other Subscribers") (all such offerees being referred to in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement dealer arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Direct Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Direct Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-16189481125) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereof thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations ________ (the “"Conversion Regulations”"), the Company and the Bank has have filed with the Office Washington Department of Thrift Supervision Financial Institutions (the “OTS”"Department of Financial Institutions") an Application For for Conversion on Form AC (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”)Prospectus, and has filed such amendments thereto thereto, if any, as may have been required by the OTSDepartment of Financial Institutions. The Form AC Conversion Application was also filed with the Federal Deposit Insurance Corporation ("FDIC") for their no objection to the Conversion. The Conversion Application has been approved by the OTS Department of Financial Institutions and the related FDIC has issued a non-objection letter to the Conversion. The Prospectus has been authorized for use by the OTSDepartment of Financial Institutions. In addition, the Company has filed with the OTS an Application H-(e)l-S Federal Reserve Bank of San Francisco ("FRB") a Form FRY-3 as required under the “Bank Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan ActAct of 1956, as amended (“HOLA”"BHCA") and the regulations promulgated Regulations thereunder (the “Control Act Regulations”"Holding Company Application"). In connection with the Stock Conversion and pursuant to the terms of the Plan as described in the prospectus, immediately following the consummation of the Stock Conversion, subject to the approval of the members of the Company and the stockholder of the Bank and compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute up to 8% of the shares of Common Stock sold in the Stock Conversion, not to exceed ________ shares, to a charitable foundation (the "Foundation") (such shares hereinafter being referred to as the "Foundation Shares").

The Offering. The BankMHC, in accordance with the plan Plan of conversion adopted by the Boards Conversion and Reorganization of Directors of each Banks of the Company and the Bank Chesapeake, M.H.C. (the “Plan”)) adopted by the Board of Directors of the Bank, intends to convert from the mutual form of organization to into the stock holding company form of organization (the “Conversion”). In connection ) in compliance with the Conversion, regulations (the Bank will become a wholly owned subsidiary “Regulations”) of the CompanyBoard of Governors of the Federal Reserve System (the “FRB”). Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 3,680,000 shares (subject to increase up to 11,902,500 4,232,000 shares) (the “Shares”) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common SharesStock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31April 30, 2008 2017 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), and (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the Texas counties of CollinBaltimore City, DallasMaryland and ▇▇▇▇ Arundel, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, RockwallBaltimore, ▇▇▇▇▇▇▇, ▇Harford and ▇▇▇▇▇▇ Counties, Maryland, and ▇▇▇▇thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In connection with the Conversion, the MHC filed with the Board of Governors of the Federal Reserve System (“FRB”) an application on Form AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by ▇▇▇▇▇▇▇ Financial Advisors, Inc., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB 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 FRB). The Holding Company has also filed with the FRB an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder (the “Control Act Regulations”). The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-161894225353) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with provided to the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCAgent for such use., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization adopted by the Boards Board of Directors of each of the Company and the Bank Harvard Parties, [as amended] (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and Harvard Financial will cease. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 1,092,500 shares (subject to increase up to 11,902,500 1,256,375 shares) of its common stock, $.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31June 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 [SUPPLEMENTAL DATE] (“Supplemental Eligible Account Holders”), and (4) other members of the Bank MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ McHenry and ▇▇▇▇Grundy in the State of Illinois. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In October 2005, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of Harvard Financial. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Harvard Financial currently owns 100% of the outstanding shares of common stock of the Bank. Harvard Financial has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and Harvard Financial will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894161931) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Bank has filed an Application with the Director (the “Director”) of the Division of Banking of the Illinois Department of Financial and Professional Regulation (the “Division”), including the Prospectus, exhibits, and all amendments and supplements required to be filed with respect thereto to the date hereof (as so amended and supplemented, the “Division Application”) for approval of the Conversion and with the FDIC under the Bank Merger Act (the “FDIC Application”). The Division Application and the FDIC Application include, among other things, the Plan and the MHC’s proxy statement (the “Proxy Statement”) for the special meeting of the MHC’s members to approve the Plan to be held on , 2010 (the “Special Meeting”) and the Prospectus.

The Offering. The BankCompany, in accordance with the plan its Plan of conversion Reorganization and Stock Issuance adopted by the Boards its Board of Directors of each of the Company and the Bank (the “"Plan”"), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 931,500 shares (subject to increase up to 11,902,500 1,071,225 shares) (the "Shares") of its common stock, $.01 0.01 par value per share (the “Shares” or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March December 31, 2008 2006 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank Bank, other than directors and officers of the Bank, with Qualifying Deposits as of September June 30, 2009 2008 (“"Supplemental Eligible Account Holders”"), and (4) other members depositors of the Bank as defined in the Planof_____________, 2008, who are not Eligible Account Holders or Supplemental Eligible Account Holders ("Other Members"). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in counties in which the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Bank has offices. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. The Company will issue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-161894151131) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “"1933 Act”"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). In accordance with Title 12, Part 563b 575 of the Code of Federal Regulations (the “Conversion "MHC Regulations”"), the Bank has filed with the Office OTS a Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “OTS”) an Application For Conversion on Form AC (the “Form AC”"MHC Applications"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial▇▇▇▇▇▇▇ Financial Advisors, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares Inc. (the “"Appraisal”), ") and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankCompany, in accordance with the plan its Plan of conversion Reorganization and Stock Issuance adopted by the Boards its Board of Directors of each of the Company and the Bank (the “"Plan”"), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 1,467,400 shares (subject to increase up to 11,902,500 1,687,510 shares) (the "Shares") of its common stock, $.01 0.01 par value per share (the “Shares” or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31June 30, 2008 2006 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank Bank, other than directors and officers of the Bank, with Qualifying Deposits as of September 30, 2009 2007 (“"Supplemental Eligible Account Holders”"), and (4) other members depositors of the Bank as defined in the Planof _____ ___ 2007, who are not Eligible Account Holders or Supplemental Eligible Account Holders ("Other Members"). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in counties in which the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Bank has offices. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community 1NEXT PAGE Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Public Offering. The Company will issue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). As part of the Reorganization (as defined below), and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute to a new foundation, the Sound Community OfferingFoundation (the "Charitable Foundation"), shares equal to 1.0% of all shares issued and outstanding following the Offering plus $200,000 in cash. The shares contributed to the Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of 45.0% of the Company's total outstanding shares of Common Shares. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 SB-2 (File No. 333-161894146196) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “"1933 Act”"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). In accordance with Title 12, Part 563b 575 of the Code of Federal Regulations (the “Conversion "MHC Regulations”"), the Bank has filed with the Office OTS a Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “OTS”) an Application For Conversion on Form AC (the “Form AC”"MHC Applications"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares . (the “"Appraisal”), ") and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).2NEXT PAGE

The Offering. The Bank, in accordance with the its plan of conversion adopted by the Boards its Board of Directors of each of the Company and the Bank (the “"Plan”"), intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant In addition, pursuant to the Plan, the Company will offer and sell up to 10,350,000 17,853,750 shares (subject to increase up to 11,902,500 shares) of its common stock, $.01 par value $0.01 per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of March the close of business on January 31, 2008 1996 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits savings accounts of $50 or more as of September 30March 21, 2009 1998 (“"Supplemental Eligible Account Holders”") and (4) depositors and certain borrowers of the Bank as of the Voting Record Date, _____________, 1998 ("Other Members"), and (4v) other members certain officers, directors and employees of the Bank as defined in the PlanBank. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first ("Other Subscribers") (all such offerees being referred to natural persons residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by ▇▇▇▇ (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Company has filed with Collectively, these transactions are referred to herein as the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended"Conversion." In addition, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectiveDecember 29, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”)1997, the Bank has filed with the Office entered into an Agreement and Plan of Thrift Supervision Merger (the “OTS”"Merger Agreement") an Application For Conversion on Form AC with SuburbFed Financial Corp., a Delaware corporation ("SFC"), pursuant to which SFC will be merged with and into the Company. Pursuant to the terms of the Merger Agreement, upon consummation of the merger of SFC with and into the Company (the “Form AC”"Merger"), including each share of SFC common stock, par value $0.01 per share (the Prospectus and "SFC Common Stock"), will be converted into the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market right to receive shares of Company Common Stock with a value of $36.00, or 3.6 shares based on the Purchase Price of $10.00. It is anticipated that, based on the number of outstanding shares of SFC Common Shares Stock as of December 31, 1997, the Merger will result in an aggregate of 4,556,451 shares of Common Stock being issued in exchange for shares of SFC Common Stock and, in the event all previously granted options to acquire SFC Common Stock were exercised, up to 5,507,424 shares of Common Stock could be issued in exchange for SFC Common Stock (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Exchange Shares").

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization as adopted by the Boards of Directors of each of the Company and the Bank Sound Financial Parties (the “Plan”), intends to convert from the federal mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 1,495,000 shares (subject to increase up to 11,902,500 1,719,250 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March December 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30[____________], 2009 2012 (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the Texas counties Washington Counties of CollinKing, DallasPierce, DeltaSnohomish and Clallam, Dentonand next to cover orders of the public shareholders of the Mid-Tier as of [VOTING RECORD DATE], Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Bank was originally founded as a credit union and converted to a federal mutual savings bank in 2003. In 2008, the Bank converted to a stock form and became a wholly-owned subsidiary of the Mid-Tier as part of a mutual holding company reorganization and stock issuance. The MHC currently owns 55% of the outstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no shareholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. The Mid-Tier sold 45% of its outstanding shares to public shareholders as part of its reorganization. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894180385) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b 192 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has MHC filed with the Office Board of Thrift Supervision Governors of the Federal Reserve System (the “OTSFRB”) an Application For Approval of Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28March 9, 2009 2012 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSfederal regulators. The Form AC has been approved by the OTS FRB and any other appropriate regulator, and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS FRB an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”) ), as in effect at the time and the regulations promulgated thereunder (FRB has approved the “Control Act Regulations”)Holding Company Application.

The Offering. The Bank, in accordance with the its plan of conversion adopted by the Boards its Board of Directors of each of (as amended, the Company and the Bank (the “"Plan”"), intends to convert from the an Indiana chartered mutual form savings bank to an Indiana chartered stock savings bank, and issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant In addition, pursuant to the Plan, the Company will offer and sell up to 10,350,000 1,653,125 shares (subject to increase up to 11,902,500 shares) of its common stockshares, $.01 without par value per share (the “"Shares” " or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March December 31, 2008 2002 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Mutual Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of September 30March 31, 2009 2004 (“"Supplemental Eligible Account Holders”), ") and (4) other members of the Bank Bank's Other Members as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons people residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇County, Indiana. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Company has filed with Collectively, these transactions are referred to herein as the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization as adopted by the Boards of Directors of each of the Company and the Bank Primary Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 230,000,000 shares (subject to increase up to 11,902,500 264,500,000 shares) (the “Shares”) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31November 30, 2008 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders”), as defined in the Plan, if any, and (4) other members Other Depositors of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on in a best efforts basis through a selected dealers agreement firm commitment underwritten offering (the “Syndicated Community Underwritten Offering”) with KBW and RBC Capital Markets, LLC (“RBC”) acting as joint book-running managers (the Agent and RBC may hereinafter referred to collectively as the “Joint Bookrunning Managers”) (the Subscription Offering, Community Offering and Syndicated Community Underwritten Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Plan. Pursuant to the Plan, as part of the Conversion, the Holding Company intends to contribute 1,000,000 shares of Common Stock (the “Foundation Shares”) and that $10.0 million in cash to the Company Investors Charitable Foundation (the “Foundation”) (the Shares and the Foundation Shares may reject, in whole or in part, any orders received in be referred to collectively as the Community Offering or Syndicated Community Offering“Conversion Shares”). The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894192966) (the “Registration Statement”), containing a prospectus relating to the Subscription Offering, for the registration of the Conversion Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Bank Holding Company Act of 1956, Part 563b of the Code of Federal Regulations as amended (the “Conversion RegulationsBHCA”), and the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), the Bank Holding Company has filed with an application on Form FR Y-3 for approval of its acquisition of the Office of Thrift Supervision Bank (the “OTSHolding Company Application”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSFRB. The Form AC Holding Company Application has been approved by the OTS and FRB. The MHC also has filed a Letter Application for Conversion with the related Prospectus has been authorized for use by FRB (the OTS“Conversion Application”). In addition, the Holding Company has filed with the OTS an Application H-(e)l-S New Jersey Department of Banking and Insurance (the “Holding Company ApplicationNew Jersey Banking Department”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder an Application for Conversion (the “Control Act RegulationsNew Jersey Application”), and such amendments and supplements thereto as may have been required by the New Jersey Banking Department. The New Jersey Application has been approved by New Jersey Banking Department.

The Offering. The Bank, in accordance with the plan of conversion adopted by the Boards Board of Directors of each of the Company and the Bank (the “Plan”), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (the “Offering”); and (3) the Holding Company will issue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 18,400,000 shares (subject to increase up to 11,902,500 21,160,000 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31November 30, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30[ ], 2009 2012 (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the Texas counties North Carolina Counties of CollinBuncombe, DallasCleveland, DeltaDavidson, DentonGaston, EllisHaywood, HuntHenderson, HoodPolk, Kaufman, Johnson, Rockwall, Rockingham and ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Bank is a federal mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the legal existence of the Bank will not terminate but the Bank will be a continuation of the entity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-161894178817) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b 192 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial▇▇▇▇▇▇▇ Financial Advisors, LC.Inc., dated August 28, 2009 2012 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSOCC. The Form AC Conversion Application has been approved by the OTS OCC and the related Prospectus has been authorized for use by the OTSOCC. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion adopted by the Boards Board of Directors of each of the Company and the Bank (the “Plan”), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the North Carolina stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (the “Offering”); and (3) the Holding Company will issue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 7,245,000 shares (subject to increase up to 11,902,500 8,331,750 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31February 28, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September June 30, 2009 2011 (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the Texas counties North Carolina Counties of CollinBuncombe, DallasMadison, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, RockwallMcDowell, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Transylvania, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Bank is a North Carolina mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the legal existence of the Bank will not terminate but the Bank will be a continuation of the entity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-161894174527) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b the banking laws of the Code State of Federal Regulations North Carolina and the regulations of the North Carolina State Banking Commissioner (the “Commissioner”) and the regulations of the FDIC governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the Bank filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed with such amendments thereto and supplementary materials as may have been required as of the Office of Thrift Supervision date hereof by the Commissioner and the FDIC (collectively, the “OTS”) an Application For Conversion on Form AC (the “Form ACApplication”), including . The Conversion Application included the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial▇▇▇▇▇▇▇ Financial Advisors, LC.Inc., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS2011. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company also has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S FR Y-3 (the “Holding Company Application”) to become a savings and loan bank holding company controlling the Bank under the Home Owners’ Loan Act, as amended (“HOLA”) Bank Holding Company Act of 1956 and the regulations promulgated thereunder (collectively, the “Control Act RegulationsBHCA”). The Conversion Application, which included the Prospectus, has been approved by the Commissioner and not objected to by the FDIC and the Holding Company Application has been approved by the FRB.

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Boards Board of Directors of each of the Company and the Bank Sunshine Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and Sunshine Financial will cease. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 1,207,500 shares (subject to increase up to 11,902,500 1,388,625 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31June 30, 2008 2009 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30____________, 2009 2010 (“Supplemental Eligible Account Holders”), and (4) other members Other Members of the Bank MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ County, Florida and counties contiguous to ▇▇▇▇▇ County, Florida. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In January 2009, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of Sunshine Financial. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Sunshine Financial currently owns 100% of the outstanding shares of common stock of the Bank. Sunshine Financial has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and Sunshine Financial will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894333-______) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank MHC has filed with the Office of Thrift Supervision (the “OTS”,” which term shall include any successor agency thereto) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial▇▇▇▇▇▇▇ Financial Services, LC.Inc. dated September 13, dated August 28, 2009 2010 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankAssociation, in accordance with the its plan of conversion adopted by the Boards its Board of Directors of each of the Company and the Bank (the “"Plan”"), intends to convert from the an Ohio chartered mutual form savings and loan association to an Ohio chartered stock savings and loan association, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant In addition, pursuant to the Plan, the Company will offer and sell up to 10,350,000 776,250 shares (subject to increase up to 11,902,500 shares) of its common stock, $.01 no par value per share (the “"Shares” " or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the PlanAssociation's Plan of Conversion) as of March December 31, 2008 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plansOhio State Financial Services, including the employee stock ownership plan established by the Bank Inc. Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank Association with Qualifying Deposits as of September 30, 2009 1997 (“"Supplemental Eligible Account Holders”"), and (4) other members of the Bank Association's Other Eligible Members (as defined in the PlanAssociation's Plan of Conversion) and (5) employees, officers and directors of the Association. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given first to natural persons residing who reside in Belmont County, Ohio (all such offerees being referred to in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Company has filed with Collectively, these transactions are referred to herein as the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

The Offering. The Bank, in In accordance with the a plan of conversion adopted by the Boards Board of Directors of each Trustees of the Company and the Bank MHC (the “Plan”), the MHC intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 7,820,000 shares (subject to increase up to 11,902,500 8,993,000 shares) of its common stock, $.01 par value per share (the “Shares” or “Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March May 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), and (3) depositors employees, officers, directors, trustees and corporators of the Bank with Qualifying Deposits as of September 30Bank, 2009 the Mid-Tier Holding Company and the MHC who do not have a higher priority right to subscribe for the Shares (the “Supplemental Other Eligible Account HoldersSubscribers”), and (4) other members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Local Community (as defined in the Plan). It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. As part of the Conversion and in accordance with the Plan, the Holding Company intends to establish a charitable foundation, to be known as the “Belmont Savings Bank Foundation” (the “Foundation”), and contribute to the Foundation $200,000 in cash and a number of shares of Common Stock equal to 2% of the number of Shares sold in the Offering (the “Foundation Shares”). The Foundation will qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The MHC, the Mid-Tier Holding Company and the Bank have jointly filed an application with respect to the conversion (as amended or supplemented, the “Application”) with the Massachusetts Commissioner of Banks (the “Commissioner”). The Holding Company has filed a bank holding company application on Form FR Y-3 (as amended or supplemented, the “Holding Company Application”) with the Federal Reserve Board (“FRB”) and has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894174808) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of both the Shares and the Foundation Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankCompany, in accordance with the a plan of conversion stock issuance adopted by the Boards Board of Directors of each of the Company and the Bank Directors, (the “Plan”), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Company ) will offer and sell up to 10,350,000 7,848,750 shares (subject to increase up to 11,902,500 shares9,026,063) of its common stock, $.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31November 30, 2008 2003 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30March 31, 2009 2005 (“Supplemental Eligible Account Holders”), and (4) other members of the Bank Bank’s Other Depositors as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties who are residents of CollinHampden and Hampshire Counties, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇Massachusetts. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Common Shares offered for sale in the Offering will represent a minority ownership interest of 44.6% of the Company’s total outstanding Common Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, 12 C.F.R. Part 563b of the Code of Federal Regulations 575 (the “Conversion Reorganization Regulations”), the Bank Company has filed with the Office OTS a Form MHC-2 Application for Approval of Thrift Supervision a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “OTS”) an Application For Conversion on Form AC (the “Form ACMHC-2 Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares . (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC-2 Application have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Boards of Directors of each of the Company and the Bank Melrose Parties (the “Plan”), intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Holding Company will offer and sell up to 10,350,000 2,990,000 shares (subject to increase up to 11,902,500 3,438,500 shares) of its common stock, $.01 0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March December 31, 2008 2012 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of (“Supplemental Eligible Account Holders”) and (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders”), and (4) other members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Texas counties City of CollinMelrose, DallasMassachusetts, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894194475) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, Part 563b without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Shareholders relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Regulations Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “OTSFDIC Conversion Application”) an Application For , and together with the Massachusetts Conversion on Form AC (Application, the “Form ACConversion Applications”), including copies of the Prospectus Information Statement, the Appraisal and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSProspectus. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankAssociation, in accordance with the its plan of conversion adopted by the Boards its Board of Directors of each of the Company and the Bank Association (the “"Plan”"), intends to convert from the a federally chartered mutual form savings association and to simultaneously merge with and into First Federal Savings and Loan Association of organization to the stock form of organization Independence, ("First Federal") a Federal savings and loan association (the “"Merger Conversion”"). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 shares Association's plan of merger conversion (subject to increase up to 11,902,500 shares) "Plan of its common stock, $.01 par value per share (the “Shares” or “Common Shares”Merger Conversion"), non-transferable rights to subscribe ("Subscription Rights") for the Company's common stock ("Shares" or "Common Stock") have been given, in a subscription offering (the “Subscription Offering”) to order of priority, to: (1) depositors Eligible Account Holders (deposit account holders of the Bank with Qualifying Deposits (as defined in the Plan) Association as of March December 31, 2008 (“Eligible Account Holders”1996), ; (2) the Bank’s taxTax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), Qualified Employee Plans; (3) depositors Supplemental Eligible Account Holders (deposit account holders of the Bank with Qualifying Deposits Association as of September June 30, 2009 1998); (“4) members of the Association, other than Eligible Account Holders and Supplemental Eligible Account Holders”, as of ________ ___, 1998, the voting record date for the Special Meeting ("Other Members"); and (5) officers, directors and employees of the Association (the "Subscription and Community Offering"). Concurrently, and (4) other members of the Bank as defined in the Plan. Subject subject to the prior subscription rights of the above-listed partiesholders of Subscription Rights, the Company may offer is offering its common stock for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a first preference given first to natural persons residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇County, Kansas (the "Community Offering"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, the Community Offering and the Syndicated Community Offering are collectively referred to collectively as the “"Subscription and Community Offering”"). It is acknowledged that the purchase of Shares in the Offering is All purchases will be subject to the maximum and minimum purchase limitations as and other terms and conditions described in the Plan of Merger Conversion including the Association's and that the Company may rejectCompany's right, in their sole discretion, to reject orders received in the Community and the Syndicated Community Offering in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Company has filed with shares will be offered at a price equal to 95% of the Securities average market price of the Company's common stock (based on the average of the closing bid and Exchange Commission ask quotations on the NASDAQ SmallCap Market) for the ten trading days ending on the expiration date of the offering (the “Commission”) a registration statement on Form S-1 (File No. 333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Purchase Price").