Common use of Liquidation Account Clause in Contracts

Liquidation Account. A. At the time of the MHC Merger, the Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank as of the date of the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offering, or (ii) the Bank's total stockholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association who maintain such accounts in the Bank following the Conversion and Reorganization to priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 as the "subaccount balance." All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this Section. C. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation transaction, the liquidation account shall be assumed by the surviving entity. D. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 annual closing date is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, the subaccount balance for such Deposit Accounts(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, if such dividend or repurchase would reduce the Bank's regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Bank. G. For purposes of this Section, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. At the time of the MHC Mutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank Bank's net worth as of the date of the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offeringformation of the Mutual Holding Company, or (ii) the Bankpercentage of the outstanding shares of the common stock of the Mid-Tier Holding Company owned by the Mutual Holding Company prior to the Mid-Tier Holding Company Merger, multiplied by the Mid-Tier Holding Company's total stockholdersshareholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. . The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 11 as the "subaccount balance." All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this Section. C. set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entity. D. . The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. . If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 December 31 annual closing date, commencing on or after the effective date of the Conversion and Reorganization, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Accounts(sAccount(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. . Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, or repurchase any of the capital stock of the Bank, if such dividend or repurchase would reduce the Bank's regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Bank. G. . For purposes of this SectionSection 11, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. At the time of the MHC Mergermerger of Interim A with and into the Bank, the Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank Bank’s stockholder’s equity as of the date of the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offering, or (ii) the Bank's total stockholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and ReorganizationConversion. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association who maintain such accounts in the Bank following the Conversion and Reorganization to a priority to in distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. Conversion. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, Holders who maintain their Deposit Accounts in the Bank after the Conversion and ReorganizationConversion. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 6.03 as the "“subaccount balance." ” All Deposit Accounts having the same social security tax identification number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this Section. C. set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization at a time when the Bank has a positive net worth (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, Holder shall be entitled to receive a liquidation distribution from the liquidation account established by the Bank in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. The Board of Directors of the Bank shall adopt an amendment and restatement of the federal stock charter of the Bank to reflect this obligation with respect to the liquidation and to remove references to the MHC. A copy of the amended and restated federal stock charter, as approved by the Board of Directors of the Bank, is attached hereto as Annex C. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the obligation of the Bank hereunder with respect to the liquidation account shall be assumed by the surviving entity and in any such transaction involving the Company in which the Company is not the surviving entity the liquidation account shall be assumed by the surviving entity. D. , except to the extent otherwise approved by the OTS. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and or Supplemental Eligible Account Holder, if any, Holder shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder on the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable, and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and or Supplemental Eligible Account Holders, if anyas applicable, on the applicable date. For If an account holder holds a Deposit Accounts in existence at both Account on the Eligibility Record Date and a separate Deposit Account on the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. If follows: if the aggregate deposit balance in the Deposit Account(s) Account of any an Eligible Account Holder or Supplemental Eligible Account Holder, if any, Holder at the close of business on any June 30 annual closing December 31, commencing on or after the effective date of the Conversion, is less than the lesser of (a1) the aggregate deposit balance in such Deposit Account(s) Account at the close of business on any other annual closing date December 31 subsequent to such record dates the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; or (b2) the aggregate deposit balance Qualifying Deposits in such Deposit Account(s) Account as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicable, then the subaccount balance for such Deposit Accounts(s) Account shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s)Account. The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, Holder will be reduced to zero if the Account Holder account holder ceases to maintain a Deposit Account at the Bank that has the same social security tax identification number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, or the Supplemental Eligibility Record Date. F. . Subsequent to the Conversion and Reorganizationcompletion of the Conversion, the Bank may not declare or pay cash dividends generally on deposit accounts and/or on, or repurchase any of, its capital stock of the Bankstock, if such dividend or repurchase would reduce the Bank's ’s regulatory capital below the aggregate amount of then required for the then current subaccount balances for Deposit Accounts then heldliquidation account; otherwise, the existence of the Bank’s obligation hereunder with respect to the liquidation account shall not operate to restrict the use or application of any of the net worth capital accounts of the Bank. G. . The Bank shall not be required to set aside funds in connection with its obligation hereunder with respect to the liquidation account. Eligible Account Holders and Supplemental Eligible Account Holders do not retain any voting rights in either the Company or the Bank based on their liquidation subaccounts. For purposes of this SectionSection 6.03, a Deposit Account includes a predecessor or successor account which is held by an Eligible Account Holder or by a Supplemental Eligible Account Holder with the same social security tax identification number.

Liquidation Account. A. At For purposes of granting a limited priority claim to the assets of the Surviving Bank, in the unlikely event (and only upon such event) of a complete liquidation of the Surviving Bank to persons who maintained savings accounts with River at the Effective Time and continue to maintain savings accounts with the Surviving Bank after the Merger, and who, immediately prior to the Effective Time had a subaccount balance (as described in 12 C.F.R. § 563b.3(f)(4)) with respect to any liquidation account of River, the Surviving Bank shall, at the time of the MHC Merger, the Bank shall establish a liquidation account account(s) in an amount equal to the amount liquidation account(s) of such persons immediately prior to the Effective Time, which liquidation account(s) shall participate pari passu with any other liquidation accounts of the dividends from Bank Common Stock waived by Surviving Bank. If the Mutual Holding Company plus balance in any savings account to which a subaccount balance relates at the greater close of (i) business on the retained earnings last day of any fiscal year of the Bank as resulting institution after the Effective Time is less than the balance in such savings account at the Effective Time or at the close of business on the last day of any other fiscal year of the date resulting institution after the Effective Time, such subaccount balance shall be reduced in an amount proportionate to the reduction in such savings account balance. No subaccount balance shall be increased, notwithstanding any increase in the balance of the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offeringrelated savings account. If such related savings account is closed, or (ii) the Bank's total stockholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association who maintain such accounts in the Bank following the Conversion and Reorganization to priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. The liquidation account subaccount shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganizationreduced to zero upon such closing. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 as the "subaccount balance." All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this Section. C. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (Surviving Bank, and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount distributable to each accountholder will be determined in accordance with the rules and regulations of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock Office of the BankComptroller of the Currency pertaining to conversions by savings associations from mutual to stock form of organization, on the basis of such accountholder’s subaccount balance with the Surviving Bank at the time of its liquidation. No merger, consolidation, sale purchase of bulk assets with assumption of savings accounts and other liabilities, or similar combination transaction with another FDIC-insured institution in which the Bank is transaction, whether or not the resulting institution is the surviving entity shall institution, will be considered deemed to be a complete liquidation for this purpose. In , and, in any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entityinstitution. D. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 annual closing date is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, the subaccount balance for such Deposit Accounts(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, if such dividend or repurchase would reduce the Bank's regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Bank. G. For purposes of this Section, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. At the time of the MHC Merger, the Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (ia) the retained earnings of the Bank as of the date of the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offering, or (ii) the Bank's total stockholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association who maintain such accounts in the Bank following the Conversion and Reorganization to priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. The A liquidation account shall be established and maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, Holders who continue to maintain their Deposit Accounts an account in the Bank after in the Conversion and event of a complete liquidation of the Bank following the Reorganization. Each such account holder willEligible Account Holder and Supplemental Eligible Account Holder shall, with respect to each Deposit Account account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will balance ("Subaccount Balance"). The initial liquidation account balance shall be referred equal to the net worth of the Bank (determined in this Section 16 accordance with generally accepted accounting principles) as set forth in its most recent statement of financial condition contained in the "subaccount balance." All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this SectionProxy Statement. C. (b) In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, Holder shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then then-current subaccount balances adjusted Subaccount Balance for Deposit Accounts then held (adjusted as described below) each account of such holder after the Reorganization, before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation transaction, the liquidation account shall be assumed by the surviving entitystock. D. (c) The initial subaccount balance Subaccount Balance for a Deposit Account an account held by an Eligible Account Holder and or a Supplemental Eligible Account Holder, if any, Holder shall be determined by multiplying the aggregate opening balance in the liquidation account by a fraction, fraction of which the numerator is the amount of deposits or shares in the Qualifying Deposits account of such account holder Eligible Account Holder or a Supplemental Eligible Account Holder on the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable, and the denominator is the total amount of Qualifying Deposits of deposits or shares owned by all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis Holders of the Qualifying Deposits in Bank on such Deposit Accounts on each such record applicable date. Initial subaccount balances Such initial Subaccount Balance shall not be increased, and it shall be subject to downward adjustment adjustments as provided below. E. follows: If the aggregate deposit balance in the Deposit Account(s) any account of any an Eligible Account Holder or Supplemental Eligible Account Holder, if any, Holder at the close end of business on any June 30 annual closing date period for which the Bank has prepared audited financial statements subsequent to the Eligibility Record Date is less than the lesser of of: (ai) the aggregate deposit balance in such Deposit Account(s) account at the close end of business on any other annual closing date period for which the Bank has prepared audited financial statements subsequent to such record dates the Eligibility Record Date; or (bii) the aggregate deposit balance in such Deposit Account(s) amount of the deposits as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicable, the subaccount balance Subaccount Balance for such Deposit Accounts(s) account shall be adjusted by reducing such subaccount balance Subaccount Balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance Subaccount Balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s)account. The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account HolderIf any such account is closed, if any, will the related Subaccount Balance shall be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Datezero. F. (d) Subsequent to the Conversion and completion of the Reorganization, the Bank may shall not declare or pay a cash dividends generally dividend on deposit accounts and/or any of its capital stock if the effect thereof would cause the net worth of the Bank, if such dividend or repurchase would reduce the Bank's regulatory capital Bank to be reduced below the aggregate amount required to maintain the liquidation account. For purposes of Section 86.4(g)(5) of the then current subaccount balances Conversion Regulations, a time account shall be deemed to be closed upon its maturity date regardless of any renewal thereof. The Bank shall not be required to set aside funds for Deposit Accounts then held; otherwisethe purpose of establishing the liquidation account and, except as provided in this Section 5.03, the existence of the liquidation such account shall not operate to restrict the use or application of any of the net worth accounts of the BankBank subsequent to the Reorganization. G. For purposes of this Section, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. (a) At the time of the MHC Merger, the Savings Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank as of the date of the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offering, or (ii) the Bank's total stockholders' MHC’s equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and ReorganizationConversion. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association Savings Bank who maintain such accounts in the Savings Bank following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Savings Bank subsequent to the Conversion and ReorganizationConversion. B. (b) The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Savings Bank after the Conversion and ReorganizationConversion. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 15 as the "“subaccount balance." ” All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this SectionSection 15(d) hereof. C. (c) In the event of a complete liquidation of the Savings Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Savings Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Savings Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entity. D. (d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. (e) If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 December 31 annual closing date, commencing on or after the effective date of the Conversion, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Accounts(sAccount(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record DateSavings Bank. F. (f) Subsequent to the Conversion and ReorganizationConversion, the Savings Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Savings Bank, or repurchase any of the capital stock of the Savings Bank, if such dividend or repurchase would reduce the Savings Bank's ’s regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Savings Bank. G. (g) For purposes of this SectionSection 15, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. At After the Conversion and Reorganization, holders of Savings Accounts shall not be entitled to share in any residual assets in the event of liquidation of the Savings Bank. However, the Savings Bank shall, at the time of the MHC MergerConversion and Reorganization, the Bank shall establish a liquidation account in an amount equal to the amount of dividends with respect to the dividends from Savings Bank Common Stock waived by the Mutual Holding Company MHC plus the greater of (i) the Savings Bank's total retained earnings of the Bank as of the date of the latest statement of financial condition contained in the final offering circular utilized used in connection with the Savings Bank's initial public offeringreorganization as a majority owned subsidiary of the MHC, or (ii) 59.5% of the Savings Bank's total stockholders' equity as reflected in its of the date of the latest statement of financial condition contained in the final Prospectus utilized used in connection with the Conversion and Reorganization. The function of the liquidation account will shall be to preserve the rights of certain holders of Deposit Accounts in the association who maintain such accounts in the Bank following the Conversion and Reorganization to establish a priority to distributions in the unlikely event of a on liquidation of the Bank subsequent to the Conversion and Reorganization. B. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 as the "subaccount balance." All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accountsand, except as provided in this Section. C. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the BankSection XI.F.3. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation transaction, the liquidation account shall be assumed by the surviving entity. D. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 annual closing date is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, the subaccount balance for such Deposit Accounts(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, if such dividend or repurchase would reduce the Bank's regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwiseabove, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Savings Bank. G. For purposes . The liquidation account shall be maintained by the Savings Bank subsequent to the Conversion and reorganization for the benefit of this SectionEligible Account Holders and Supplemental Eligible Account Holders who retain their Savings Accounts in the Savings Bank. Each Eligible Account Holder and Supplemental Eligible Account Holder shall, with respect to each Savings Account held, have a Deposit related inchoate interest in a portion of the liquidation account balance ("subaccount"). The initial subaccount balance for a Savings Account includes a predecessor or successor account which is held by an Eligible Account Holder and/or a Supplemental Eligible Account Holder shall be determined by multiplying the opening balance in the liquidation account by a fraction of which the numerator is the amount of such holder's Qualifying Deposit in the Savings Account and the denominator is the total amount of the Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders. Such initial subaccount balance shall not be increased, and it shall be subject to downward adjustment as provided below. If the deposit balance in any Savings Account of an Eligible Account Holder or Supplemental Eligible Account Holder at the close of business on any annual closing date subsequent to the Eligibility Record Date is less than the lesser of (i) the deposit balance in such Savings Account at the close of business on any other annual closing date subsequent to the Eligibility Record Date or the Supplemental Eligibility Record Date or (ii) the amount of the Qualifying Deposit in such Savings Account on the Eligibility Record Date or the Supplemental Eligibility Record Date, then the subaccount balance for such Savings Account shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of a downward adjustment, such subaccount balance shall not be subsequently increased, notwithstanding any increase in the deposit balance of the related Savings Account. If any such Savings Account is closed, the related subaccount balance shall be reduced to zero. In the event of a complete liquidation of the Savings Bank, each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current adjusted subaccount balance(s) for Savings Account(s) then held by such holder before any liquidation distribution may be made to stockholders. No merger, consolidation, bulk purchase of assets with assumptions of Savings Accounts and other liabilities or similar transactions with another Federally- insured institution in which the same social security numberSavings Bank is not the surviving institution shall be considered to be a complete liquidation. In any such transaction, the liquidation account shall be assumed by the surviving institution.

Liquidation Account. A. At For purposes of granting to Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain Deposit Accounts at the Resulting Institution a priority in the event of a complete liquidation of the Resulting Institution, the Resulting Institution will, at the time of the MHC Conversion Merger, the Bank shall establish a liquidation account in an amount equal to the amount net worth of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank Elberton as of the date of the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offering, or (ii) the Bank's total stockholders' equity as reflected in shown on its latest statement of financial condition contained in the final Prospectus utilized prospectus used in connection with the Conversion and ReorganizationMerger or, if no such statement is included, the net worth of Elberton as reflected in its Call Report for the same quarter as the latest statement of financial condition of Oconee contained in such final prospectus. The function creation and maintenance of the liquidation account will be not operate to preserve restrict the rights use or application of certain holders of Deposit Accounts in the association who maintain such accounts in the Bank following the Conversion and Reorganization to priority to distributions in the unlikely event of a liquidation any of the Bank subsequent to regulatory capital accounts of the Conversion and Reorganization. B. The Resulting Institution; provided, however, that such regulatory capital accounts will not be voluntarily reduced below the required dollar amount of the liquidation account shall be maintained for the benefit of account. Each Eligible Account Holders Holder and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder willHolder shall, with respect to each the Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 as the "balance (“subaccount balance." ”). All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as otherwise provided in this Section. C. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation transaction, the liquidation account shall be assumed by the surviving entity. D. The initial subaccount balance for of a Deposit Account held by an Eligible Account Holder and or Supplemental Eligible Account Holder, if any, Holder shall be determined by multiplying the opening balance in the liquidation account by a fraction, fraction of which the numerator is the amount of the Qualifying Deposits of such account holder Deposit in the Deposit Account on the Eligibility Record Date or the Supplemental Eligibility Record Date and the denominator is the total amount of the Qualifying Deposits in Elberton of all Eligible Account Holders and Supplemental Eligible Account HoldersHolders on such record dates. Such initial subaccount balance shall not be increased, if anyand it shall be subject to downward adjustment as provided below. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. If the aggregate deposit balance in the any Deposit Account(s) Account of any an Eligible Account Holder or Supplemental Eligible Account Holder, if any, Holder at the close of business on any June 30 annual closing date subsequent to the record date is less than the lesser of (ai) the aggregate deposit balance in such Deposit Account(s) Account at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date or (ii) the amount of the Qualifying Deposit in such Deposit Account on the Eligibility Record Date or Supplemental Eligibility Record Date, the subaccount balance for such Deposit Accounts(s) shall be adjusted by reducing such subaccount balance reduced in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s)Account. The If all funds in such Deposit Account are withdrawn, the related subaccount balance shall be reduced to zero. In the event of an a complete liquidation of the Resulting Institution (and only in such event), each Eligible Account Holder or and Supplemental Eligible Account Holder, if any, will Holder shall be reduced entitled to zero if receive a liquidation distribution from the Account Holder ceases to maintain a Deposit Account at liquidation account in the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, if such dividend or repurchase would reduce the Bank's regulatory capital below the aggregate amount of the then then-current adjusted subaccount balances for Deposit Accounts then held; otherwiseheld before any liquidation distribution may be made to stockholders. No merger, consolidation, bulk purchase of assets with assumptions of Deposit Accounts and other liabilities, or similar transactions with another institution the existence accounts of which are insured by the FDIC, shall be considered to be a complete liquidation. In such transactions, the liquidation account shall be assumed by the surviving institution. The creation and maintenance of the Liquidation Account shall not operate to restrict the use or application of any of the net worth equity accounts of Oconee or the Bank, except that neither Oconee nor the Bank shall declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its equity to be reduced below (i) the amount required for the Liquidation Account or (ii) the regulatory capital requirements of Oconee (to the extent applicable) or the Bank. G. For purposes of this Section, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. At the time of the MHC Mutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank Bank’s net worth as of the date of the latest statement of financial condition contained in the final offering circular prospectus utilized in the Bank's initial public formation of the Mutual Holding Company and related minority stock offering, or (ii) the Bank's percentage of the outstanding shares of the common stock of the Mid-Tier Holding Company owned by the Mutual Holding Company prior to the Mid-Tier Holding Company Merger, multiplied by the Mid-Tier Holding Company’s total stockholders' shareholders’ equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. . The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 11 as the "“subaccount balance." ” Account holders will not retain any voting rights based on their liquidation sub-accounts. All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this Section. C. set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entity. D. . The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. . If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 December 31 annual closing date, commencing on or after the effective date of the Conversion and Reorganization, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Accounts(sAccount(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. . Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, or repurchase any of the capital stock of the Bank, if such dividend or repurchase would reduce the Bank's ’s regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Bank. G. . For purposes of this SectionSection 11, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number. In connection with the initial mutual holding company reorganization of the Bank, the Bank established a liquidation account for the benefit of eligible account holders as of December 31, 1997 and June 30, 1999. This previously established liquidation account shall be terminated by the Board of the Bank at the Effective Time and it shall be superseded by the liquidation account established as described above in this Section 11. No Member will have a liquidation preference over the new liquidation account.

Liquidation Account. A. (a) At the time of the MHC Mutual Holding Company Merger, the Bank Association shall establish a liquidation account in an amount equal to the amount of dividends with respect to the dividends from Bank Association Common Stock of the Mid-Tier Holding Company Common Stock waived by the Mutual Holding Company plus the greater of (i) $36,134,000, which is equal to 100% of the retained earnings of the Bank Association as of March 31, 1994, the date of the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offeringformation of the Mutual Holding Company, or (ii) 51.34% of the BankMid-Tier Holding Company's total stockholdersshareholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association Association who maintain such accounts in the Bank Association following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Bank Association subsequent to the Conversion and Reorganization. B. (b) The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank Association after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 17 as the "subaccount balance." All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this SectionSection 17(d) hereof. C. (c) In the event of a complete liquidation of the Bank Association subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the BankAssociation. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank Association is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entity. D. (d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. (e) If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 December 31 annual closing date date, commencing December 31, 1998, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Accounts(sAccount(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank Association that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. (f) Subsequent to the Conversion and Reorganization, the Bank Association may not pay cash dividends generally on deposit accounts and/or capital stock of the BankAssociation, or repurchase any of the capital stock of the Association, if such dividend or repurchase would reduce the BankAssociation's regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the BankAssociation. G. (g) For purposes of this SectionSection 17, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. At the time of the MHC Mutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank Bank’s net worth as of the date of the latest statement of financial condition contained in the final offering circular prospectus utilized in the Bank's initial public formation of the Mutual Holding Company and related minority stock offering, or (ii) the Bank's percentage of the outstanding shares of the common stock of the Mid-Tier Holding Company owned by the Mutual Holding Company prior to the Mid-Tier Holding Company Merger, multiplied by the Mid-Tier Holding Company’s total stockholders' shareholders’ equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. . The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 11 as the "“subaccount balance." ” All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this Section. C. set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entity. D. . The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. . If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 December 31 annual closing date, commencing on or after the effective date of the Conversion and Reorganization, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Accounts(sAccount(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. . Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, or repurchase any of the capital stock of the Bank, if such dividend or repurchase would reduce the Bank's ’s regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Bank. G. . For purposes of this SectionSection 11, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. (a) At the time of the MHC Mutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) $35,865,000, which is equal to 100% of the retained earnings of the Bank as of June 30, 1998, the date of the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offeringformation of the Mutual Holding Company, or (ii) the Bankpercentage of the outstanding shares of the common stock of the Mid-Tier Holding Company owned by the Mutual Holding Company prior to the Mid-Tier Holding Company Merger, multiplied by the Mid-Tier Holding Company's total stockholdersshareholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. (b) The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 17 as the "subaccount balance." All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this SectionSection 17(d) hereof. C. (c) In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entity. D. (d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. (e) If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 December 31 annual closing date date, commencing December 31, 2002, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Accounts(sAccount(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. (f) Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, or repurchase any of the capital stock of the Bank, if such dividend or repurchase would reduce the Bank's regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Bank. G. (g) For purposes of this SectionSection 17, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. At the time of the MHC Mutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank Bank’s net worth as of the date of the latest statement of financial condition contained in the final offering circular Prospectus utilized in the Bank's initial public formation of the Mutual Holding Company and related minority stock offering, or (ii) the Bank's percentage of the outstanding shares of the common stock of the Mid-Tier Holding Company owned by the Mutual Holding Company prior to the Mid-Tier Holding Company Merger, multiplied by the Mid-Tier Holding Company’s total stockholders' shareholders’ equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. . The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 11 as the "“subaccount balance." ” Account holders will not retain any voting rights based on their liquidation sub-accounts. All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this Section. C. set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entity. D. . The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. . If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 December 31 annual closing date, commencing on or after the effective date of the Conversion and Reorganization, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Accounts(sAccount(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. . Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, or repurchase any of the capital stock of the Bank, if such dividend or repurchase would reduce the Bank's ’s regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Bank. G. . For purposes of this SectionSection 11, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number. In connection with the initial mutual holding company reorganization of the Bank, the Bank established a liquidation account for the benefit of eligible account holders as of December 31, 1997 and June 30, 1999. This previously established liquidation account shall be terminated by the Board of the Bank at the Effective Time and it shall be superseded by the liquidation account established as described above in this Section 11. No Member will have a liquidation preference over the new liquidation account.

Liquidation Account. A. At the time of the MHC Mutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank Bank's net worth as of the date of the latest statement of financial condition contained in the final offering circular prospectus utilized in the Bank's initial public formation of the Mutual Holding Company and related minority stock offering, or (ii) the Bankpercentage of the outstanding shares of the common stock of the Mid-Tier Holding Company owned by the Mutual Holding Company prior to the Mid-Tier Holding Company Merger, multiplied by the Mid-Tier Holding Company's total stockholdersshareholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. . The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after the Conversion and Reorganization. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 11 as the "subaccount balance." All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this Section. C. set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entity. D. . The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. . If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 December 31 annual closing date, commencing on or after the effective date of the Conversion and Reorganization, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Accounts(sAccount(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. . Subsequent to the Conversion and Reorganization, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, or repurchase any of the capital stock of the Bank, if such dividend or repurchase would reduce the Bank's regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Bank. G. . For purposes of this SectionSection 11, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. At 8.7.1 The MHC shall, at the time of the MHC MergerConversion, the Bank shall establish a liquidation account Liquidation Account in an amount equal to the amount net worth of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank MHC as of the date of set forth in the latest statement of financial condition contained in the final offering circular utilized in the Bank's initial public offering, or (ii) the Bank's total stockholders' equity as reflected in its latest consolidated statement of financial condition contained in the final Prospectus utilized distributed in connection with the Conversion and ReorganizationConversion. The function of the Liquidation Account is to establish a priority on liquidation account and, except as otherwise provided in this Section, the existence of the Liquidation Account shall not operate to restrict the use or application of any of the net worth accounts of the Stock Holding Company. The Liquidation Account will be to preserve maintained by the rights of certain holders of Deposit Accounts in the association who maintain such accounts in the Bank following the Conversion and Reorganization to priority to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion and Reorganization. B. The liquidation account shall be maintained MHC for the benefit of the Eligible Account Holders and Supplemental Eligible Account Holders, if any, Holders who continue to maintain their Deposit Accounts in with the Bank after following the Conversion and ReorganizationConversion. Each such account holder willEligible Account Holder and Supplemental Eligible Account Holder shall, with respect to each Deposit Account heldAccount, have hold a related inchoate interest in a portion of the liquidation account Liquidation Account balance, which interest will be referred in relation to in this Section 16 each Deposit Account balance at the Eligibility Record Date or Supplemental Eligibility Record Date, as the "subaccount balance." All Deposit Accounts having case may be, or to such balance as it may be subsequently reduced, as hereinafter provided. The initial Liquidation Account balance shall not be increased, and shall be subject to downward adjustment to the same social security number will be aggregated for purposes extent of determining the initial any downward adjustment of any subaccount balance of any Eligible Account Holder or Supplemental Eligible Account Holder in accordance with respect to such Deposit Accounts, except as provided in this Section209 CMR 33.05(12). C. 8.7.2 In the unlikely event of a complete liquidation of the Bank subsequent to the Conversion and Reorganization Stock Holding Company (and only in such event), following all liquidation payments to creditors (including those to depositors to the extent of their Deposit Accounts) each Eligible Account Holder and Supplemental Eligible Account Holder, if any, Holder shall be entitled to receive a liquidation liquidating distribution from the liquidation account Liquidation Account, in the amount of the then current then-adjusted subaccount balances for Deposit Accounts his or her deposit accounts then held (adjusted as described below) held, before any liquidation liquidating distribution may be made with respect to the capital stock any holders of the BankStock Holding Company's capital stock. No merger, consolidation, sale reorganization, or purchase of bulk assets with assumption of deposit accounts and other liabilities, or similar combination transaction transactions with another an FDIC-insured institution institution, in which the Bank Stock Holding Company is not the surviving entity institution, shall be considered deemed to be a complete liquidation for this purpose. In any merger or consolidation transactionsuch transactions, the liquidation account Liquidation Account shall be assumed by the surviving entityinstitution. D. 8.7.3 The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and and/or Supplemental Eligible Account Holder, if any, Holder shall be determined by multiplying the opening balance in the liquidation account Liquidation Account by a fraction, the numerator of which the numerator is the amount of the such Eligible Account Holder's or Supplemental Eligible Account Holder's Qualifying Deposits of such account holder Deposit and the denominator of which is the total amount of all Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if anyHolders in the Bank. For Deposit Accounts in existence at on both the Eligibility Record Date and the Supplemental Eligibility Record Date, if anydates, separate initial subaccount balances subaccounts shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record datedates. Initial Such initial subaccount balances balance shall not be increasedincreased by additional Deposits, and but shall be subject to downward adjustment as provided described below. E. If 8.7.4 If, at the aggregate close of business on the last day of any period for which the Stock Holding Company has prepared audited financial statements subsequent to the effective date of the Conversion, the deposit balance in the Deposit Account(s) Account of any an Eligible Account Holder or Supplemental Eligible Account Holder, if any, Holder is less than the lesser of: (i) the balance in the Deposit Account at the close of business on the last day of any June 30 annual closing date is less than period for which the lesser of Stock Holding Company has prepared audited financial statements subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, or (aii) the aggregate deposit balance amount in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) Account as of the Eligibility Record Date or the Supplemental Eligibility Record Date, then the subaccount balance for such Deposit Accounts(s) Account shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in the balance of such deposit balanceDeposit Account. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s)Account. The If any such Deposit Account is closed, the related subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will shall be reduced to zero if zero. For purposes of this Section, a time account shall be deemed to be closed upon its maturity date regardless of any renewal thereof. A distribution of each subaccount balance may be made only in the Account Holder ceases to maintain event of a Deposit Account at complete liquidation of the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date. F. Subsequent Stock Holding Company subsequent to the Conversion and Reorganizationonly out of funds available for such purpose after payment of all creditors. 8.7.5 The Stock Holding Company shall not be required to set aside funds for the purpose of establishing the Liquidation Account, and the Bank may not pay cash dividends generally on deposit accounts and/or capital stock creation and maintenance of the Bank, if such dividend or repurchase would reduce the Bank's regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account Liquidation Account shall not operate to restrict the use or application of any of the net worth accounts of the BankStock Holding Company, except that the Stock Holding Company shall not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its net worth to be reduced below the amount required for the Liquidation Account. G. For purposes of this Section, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.

Liquidation Account. A. (a) At the time of the MHC Merger, the Savings Bank shall establish a liquidation account in an amount equal to the amount of the dividends from Bank Common Stock waived by the Mutual Holding Company plus the greater of (i) the retained earnings of the Bank as of the date of the latest statement of financial condition contained in the final offering circular utilized in the BankMHC's initial public offering, or (ii) the Bank's total stockholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion and ReorganizationConversion. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the association Savings Bank who maintain such accounts in the Savings Bank following the Conversion and Reorganization to a priority to distributions in the unlikely event of a liquidation of the Savings Bank subsequent to the Conversion and ReorganizationConversion. B. (b) The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Savings Bank after the Conversion and ReorganizationConversion. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 16 15 as the "subaccount balance." All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in this SectionSection 15(d) hereof. C. (c) In the event of a complete liquidation of the Savings Bank subsequent to the Conversion and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Savings Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Savings Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any merger or consolidation such transaction, the liquidation account shall be assumed by the surviving entity. D. (d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders, if any. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if any, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below. E. (e) If the aggregate deposit balance in the Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder, if any, at the close of business on any June 30 December 31 annual closing date, commencing on or after the effective date of the Conversion, is less than the lesser of (a) the aggregate deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the aggregate deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Accounts(sAccount(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, will be reduced to zero if the Account Holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record DateSavings Bank. F. (f) Subsequent to the Conversion and ReorganizationConversion, the Savings Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Savings Bank, or repurchase any of the capital stock of the Savings Bank, if such dividend or repurchase would reduce the Savings Bank's regulatory capital below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Savings Bank. G. (g) For purposes of this SectionSection 15, a Deposit Account includes a predecessor or successor account which is held by an Account Holder with the same social security number.