Common use of Liquidation Account Clause in Contracts

Liquidation Account. At the time of the merger of Interim A with and into the Bank, the Bank shall establish a liquidation account in an amount equal to the Bank’s stockholder’s equity as of the date of the latest statement of financial condition contained in the final Prospectus utilized in the Conversion. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts who maintain such accounts in the Bank following the Conversion to a priority in distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who maintain their Deposit Accounts in the Bank after the Conversion. 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 6.03 as the “subaccount balance.” All Deposit Accounts having the same tax identification number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion 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 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 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, except to the extent otherwise approved by the OTS. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or 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 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 or Supplemental Eligible Account Holders, as applicable, on the applicable date. If an account holder holds a Deposit Account on the Eligibility Record Date and a separate Deposit Account on the Supplemental Eligibility Record Date, 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 follows: if the aggregate deposit balance in the Deposit Account of an Eligible Account Holder or Supplemental Eligible Account Holder at the close of business on any December 31, commencing on or after the effective date of the Conversion, is less than (1) the aggregate deposit balance in such Deposit Account at the close of business on any other December 31 subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; or (2) the Qualifying Deposits in such Deposit Account as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicable, then the subaccount balance for such Deposit 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. The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder will be reduced to zero if the account holder ceases to maintain a Deposit Account at the Bank that has the same tax identification number as appeared on his Deposit Account(s) at the Eligibility Record Date or the Supplemental Eligibility Record Date. Subsequent to the completion of the Conversion, the Bank may not declare or pay cash dividends on, or repurchase any of, its capital stock, if such dividend or repurchase would reduce the Bank’s regulatory capital below the amount then required for the liquidation 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 capital accounts of the Bank. 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 Section 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 tax identification number.

Liquidation Account. A. At the time of the merger of Interim A with and into the BankMHC Merger, the Bank shall establish a liquidation account in an amount equal to the Bank’s stockholder’s equity 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 ConversionConversion 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 a priority in to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion. Conversion and Reorganization. B. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Bank after the ConversionConversion 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 6.03 16 as the “"subaccount balance.” " All Deposit Accounts having the same tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. provided in this Section. C. In the event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder Holder, if any, 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 such merger or consolidation 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, except to the extent otherwise approved by the OTS. . D. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. E. If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 31, commencing on or after the effective June 30 annual closing date of the Conversion, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicable, then the subaccount balance for such Deposit Account 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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank that has the same tax identification social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or or, if applicable, the Supplemental Eligibility Record Date. . F. Subsequent to the completion of the ConversionConversion and Reorganization, the Bank may not declare or pay cash dividends on, or repurchase any of, its generally on deposit accounts and/or capital stockstock of the Bank, if such dividend or repurchase would reduce the Bank’s 's regulatory capital below the aggregate amount of the then required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Bank. 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. . G. For purposes of this Section 6.03Section, 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 tax identification social security number.

Liquidation Account. At the time of the merger of Interim A with and into the BankMutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the greater of (i) the Bank’s stockholder’s equity 's net worth as of the date of the latest statement of financial condition contained in the final offering circular utilized in the formation of the Mutual Holding Company, or (ii) the 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 shareholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the ConversionConversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority in to distributions in the unlikely event of a liquidation of the Bank subsequent to the ConversionConversion and Reorganization. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Bank after the ConversionConversion 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 6.03 11 as the “"subaccount balance.” " All Deposit Accounts having the same tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder Holder, if any, 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 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, except to the extent otherwise approved by the OTS. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 3131 annual closing date, commencing on or after the effective date of the ConversionConversion and Reorganization, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicableif any, then the subaccount balance for such Deposit Account Account(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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank that has the same tax identification social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or or, if applicable, the Supplemental Eligibility Record Date. Subsequent to the completion of the ConversionConversion and Reorganization, the Bank may not declare or pay cash dividends ongenerally on deposit accounts and/or capital stock of the Bank, or repurchase any of, its of the capital stockstock of the Bank, if such dividend or repurchase would reduce the Bank’s 's regulatory capital below the aggregate amount of the then required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Bank. 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 Section 6.0311, 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 tax identification social security number.

Liquidation Account. At the time of the merger of Interim A with and into the BankMutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the greater of (i) the Bank’s stockholder’s equity net worth as of the date of the latest statement of financial condition contained in the final prospectus utilized in the initial formation of the Mutual Holding Company and related minority stock offering, or (ii) the 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 shareholders’ equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the ConversionConversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority in to distributions in the unlikely event of a liquidation of the Bank subsequent to the ConversionConversion and Reorganization. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Bank after the ConversionConversion 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 6.03 11 as the “subaccount balance.” All Deposit Accounts having the same tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder Holder, if any, 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 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, except to the extent otherwise approved by the OTS. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 3131 annual closing date, commencing on or after the effective date of the ConversionConversion and Reorganization, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicableif any, then the subaccount balance for such Deposit Account Account(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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank that has the same tax identification social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or or, if applicable, the Supplemental Eligibility Record Date. Subsequent to the completion of the ConversionConversion and Reorganization, the Bank may not declare or pay cash dividends ongenerally on deposit accounts and/or capital stock of the Bank, or repurchase any of, its of the capital stockstock of the Bank, if such dividend or repurchase would reduce the Bank’s regulatory capital below the aggregate amount of the then required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Bank. 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 Section 6.0311, 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 tax identification social security number.

Liquidation Account. 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 merger of Interim A with and into the BankConversion Merger, the Bank shall establish a liquidation account in an amount equal to the Bank’s stockholder’s equity net worth of Elberton as of the date of the shown on its latest statement of financial condition contained in the final Prospectus utilized prospectus used in connection with the ConversionConversion Merger 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 who maintain such accounts in the Bank following the Conversion to a priority in distributions in the unlikely event of a liquidation any of the Bank subsequent to regulatory capital accounts of the ConversionResulting Institution; provided, however, that such regulatory capital accounts will not be voluntarily reduced below the required dollar amount of the liquidation account. The liquidation account shall be maintained for the benefit of Each Eligible Account Holders Holder and Supplemental Eligible Account Holders who maintain their Deposit Accounts in the Bank after the Conversion. 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 6.03 as the balance (“subaccount balance.” ”). All Deposit Accounts having the same tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth otherwise provided in this Section. The initial subaccount balance of a Deposit Account held by an Eligible Account Holder or 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 the Qualifying 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 Holders on such record dates. Such initial subaccount balance shall not be increased, and 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. If the deposit balance in any Deposit Account of an Eligible Account Holder or Supplemental Eligible Account Holder at the close of business on any annual closing date subsequent to the record date is less than the lesser of (i) the deposit balance in such Deposit 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 Deposit Account on the Eligibility Record Date or Supplemental Eligibility Record Date, the subaccount balance shall be reduced in an amount proportionate to the reduction in such deposit balance. In the event of a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any increase in the deposit balance of the related Deposit Account. If all funds in such Deposit Account are withdrawn, the related subaccount balance shall be reduced to zero. In the event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth Resulting Institution (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a liquidation distribution from the liquidation account established by the Bank in the amount of the then then-current adjusted 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 Bankstockholders. 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 bulk purchase of bulk assets with assumptions of Deposit Accounts and other liabilities, or similar combination transaction transactions with another institution the accounts of which are insured by the FDIC-insured institution in which the Bank is not the surviving entity , shall be considered to be a complete liquidation for this purposeliquidation. In any such transactiontransactions, 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, except to the extent otherwise approved by the OTSinstitution. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or 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 creation and maintenance 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 Liquidation Account Holders or Supplemental Eligible Account Holders, as applicable, on the applicable date. If an account holder holds a Deposit Account on the Eligibility Record Date and a separate Deposit Account on the Supplemental Eligibility Record Date, 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 follows: if the aggregate deposit balance in the Deposit Account of an Eligible Account Holder or Supplemental Eligible Account Holder at the close of business on any December 31, commencing on or after the effective date of the Conversion, is less than (1) the aggregate deposit balance in such Deposit Account at the close of business on any other December 31 subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; or (2) the Qualifying Deposits in such Deposit Account as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicable, then the subaccount balance for such Deposit 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. The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder will be reduced to zero if the account holder ceases to maintain a Deposit Account at the Bank that has the same tax identification number as appeared on his Deposit Account(s) at the Eligibility Record Date or the Supplemental Eligibility Record Date. Subsequent to the completion of the Conversion, the Bank may not declare or pay cash dividends on, or repurchase any of, its capital stock, if such dividend or repurchase would reduce the Bank’s regulatory capital below the amount then required for the liquidation 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 capital equity accounts of Oconee or the Bank. The , except that neither Oconee nor the Bank shall not 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 to set aside funds in connection with its obligation hereunder with respect for the Liquidation Account or (ii) the regulatory capital requirements of Oconee (to the liquidation account. Eligible Account Holders and Supplemental Eligible Account Holders do not retain any voting rights in either the Company extent applicable) or the Bank based on their liquidation subaccounts. For purposes of this Section 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 tax identification numberBank.

Liquidation Account. At 8.7.1 The MHC shall, at the time of the merger of Interim A with and into the BankConversion, the Bank shall establish a liquidation account Liquidation Account in an amount equal to the Bank’s stockholder’s equity as net worth of the date of MHC as set forth in the latest consolidated statement of financial condition contained in the final Prospectus utilized distributed in connection with the Conversion. 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 who maintain such accounts in the Bank following the Conversion to a priority in distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion. The liquidation account shall be maintained MHC for the benefit of the Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their Deposit Accounts in with the Bank after following the Conversion. 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 6.03 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 tax identification 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 set forth below. 209 CMR 33.05(12). 8.7.2 In the unlikely event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth 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 shall be entitled to receive a liquidation liquidating distribution from the liquidation account established by the Bank 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. 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 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 such transactiontransactions, the obligation of the Bank hereunder with respect to the liquidation account 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, except to the extent otherwise approved by the OTS. institution. 8.7.3 The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and/or Supplemental Eligible Account 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 Qualifying Deposits of such account holder on the Eligibility Record Date Eligible Account Holder's or Supplemental Eligibility Record Date, as applicable, Eligible Account Holder's Qualifying Deposit and the denominator of which is the total amount of all Qualifying Deposits of all Eligible Account Holders or and Supplemental Eligible Account Holders, as applicable, Holders in the Bank. For Deposit Accounts in existence on the applicable date. If an account holder holds a Deposit Account on the Eligibility Record Date and a separate Deposit Account on the Supplemental Eligibility Record Dateboth dates, 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 follows: if described below. 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 of an Eligible Account Holder or Supplemental Eligible Account Holder at the close of business on any December 31, commencing on or after the effective date of the Conversion, is less than the lesser of: (1i) the aggregate deposit balance in such the Deposit Account at the close of business on the last day of any other December 31 period for which the Stock Holding Company has prepared audited financial statements subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; or (2ii) the Qualifying Deposits amount in such Deposit Account as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicable, then the subaccount balance for such Deposit 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. The If any such Deposit Account is closed, the related subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder 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 tax identification number as appeared on his Deposit Account(s) at the Eligibility Record Date or the Supplemental Eligibility Record Date. Subsequent Stock Holding Company subsequent to the completion Conversion and only 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 creation and maintenance of the Conversion, the Bank may not declare or pay cash dividends on, or repurchase any of, its capital stock, if such dividend or repurchase would reduce the Bank’s regulatory capital below the amount then required for the liquidation account; otherwise, the existence of the Bank’s obligation hereunder with respect to the liquidation account Liquidation Account shall not operate to restrict the use or application of any of the capital net worth accounts of the Bank. The Bank Stock 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 to set aside funds in connection with its obligation hereunder with respect to for 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 Section 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 tax identification numberLiquidation Account.

Liquidation Account. (a) At the time of the merger of Interim A with and into the BankMHC Merger, the Savings Bank shall establish a liquidation account in an amount equal to the Bank’s stockholderMHC’s equity as of the date of the reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the Savings Bank who maintain such accounts in the Savings Bank following the Conversion to a priority in to distributions in the unlikely event of a liquidation of the Savings Bank subsequent to the Conversion. . (b) The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Savings Bank after the Conversion. 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 6.03 15 as the “subaccount balance.” All Deposit Accounts having the same tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. provided in Section 15(d) hereof. (c) In the event of a complete liquidation of the Savings Bank subsequent to the Conversion 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 Holder, if any, 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 Savings 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 Savings Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any 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, except to the extent otherwise approved by the OTS. . (d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. (e) If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 3131 annual closing date, commencing on or after the effective date of the Conversion, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicableif any, then the subaccount balance for such Deposit Account Account(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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank that has the same tax identification number as appeared on his Deposit Account(sSavings Bank. (f) at the Eligibility Record Date or the Supplemental Eligibility Record Date. Subsequent to the completion of the Conversion, the Savings Bank may not declare or pay cash dividends ongenerally on deposit accounts and/or capital stock of the Savings Bank, or repurchase any of, its of the capital stockstock of the Savings Bank, if such dividend or repurchase would reduce the Savings Bank’s regulatory capital below the aggregate amount of the then required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Savings Bank. 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. . (g) For purposes of this Section 6.0315, 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 tax identification social security number.

Liquidation Account. (a) At the time of the merger of Interim A with and into the BankMHC Merger, the Savings Bank shall establish a liquidation account in an amount equal to the Bank’s stockholder’s MHC's equity as of the date of the reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the Savings Bank who maintain such accounts in the Savings Bank following the Conversion to a priority in to distributions in the unlikely event of a liquidation of the Savings Bank subsequent to the Conversion. . (b) The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Savings Bank after the Conversion. 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 6.03 15 as the “"subaccount balance.” " All Deposit Accounts having the same tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. provided in Section 15(d) hereof. (c) In the event of a complete liquidation of the Savings Bank subsequent to the Conversion 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 Holder, if any, 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 Savings 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 Savings Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any 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, except to the extent otherwise approved by the OTS. . (d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. (e) If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 3131 annual closing date, commencing on or after the effective date of the Conversion, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicableif any, then the subaccount balance for such Deposit Account Account(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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank that has the same tax identification number as appeared on his Deposit Account(sSavings Bank. (f) at the Eligibility Record Date or the Supplemental Eligibility Record Date. Subsequent to the completion of the Conversion, the Savings Bank may not declare or pay cash dividends ongenerally on deposit accounts and/or capital stock of the Savings Bank, or repurchase any of, its of the capital stockstock 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 required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Savings Bank. 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. . (g) For purposes of this Section 6.0315, 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 tax identification social security number.

Liquidation Account. At the time of the merger of Interim A with and into the BankMutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the greater of (i) the Bank’s stockholder’s equity 's net worth as of the date of the latest statement of financial condition contained in the final prospectus utilized in the initial formation of the Mutual Holding Company and related minority stock offering, or (ii) the 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 shareholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the ConversionConversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority in to distributions in the unlikely event of a liquidation of the Bank subsequent to the ConversionConversion and Reorganization. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Bank after the ConversionConversion 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 6.03 11 as the “"subaccount balance.” " All Deposit Accounts having the same tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder Holder, if any, 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 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, except to the extent otherwise approved by the OTS. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 3131 annual closing date, commencing on or after the effective date of the ConversionConversion and Reorganization, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicableif any, then the subaccount balance for such Deposit Account Account(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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank that has the same tax identification social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or or, if applicable, the Supplemental Eligibility Record Date. Subsequent to the completion of the ConversionConversion and Reorganization, the Bank may not declare or pay cash dividends ongenerally on deposit accounts and/or capital stock of the Bank, or repurchase any of, its of the capital stockstock of the Bank, if such dividend or repurchase would reduce the Bank’s 's regulatory capital below the aggregate amount of the then required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Bank. 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 Section 6.0311, 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 tax identification social security number.

Liquidation Account. At the time of the merger of Interim A with and into the BankMutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the greater of (i) the Bank’s stockholder’s equity net worth as of the date of the latest statement of financial condition contained in the final Prospectus utilized in the Conversioninitial formation of the Mutual Holding Company and related minority stock offering, or (ii) the 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 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 Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority in to distributions in the unlikely event of a liquidation of the Bank subsequent to the ConversionConversion and Reorganization. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Bank after the ConversionConversion 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 6.03 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 tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder Holder, if any, 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 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, except to the extent otherwise approved by the OTS. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 3131 annual closing date, commencing on or after the effective date of the ConversionConversion and Reorganization, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicableif any, then the subaccount balance for such Deposit Account Account(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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank that has the same tax identification social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or or, if applicable, the Supplemental Eligibility Record Date. Subsequent to the completion of the ConversionConversion and Reorganization, the Bank may not declare or pay cash dividends ongenerally on deposit accounts and/or capital stock of the Bank, or repurchase any of, its of the capital stockstock of the Bank, if such dividend or repurchase would reduce the Bank’s regulatory capital below the aggregate amount of the then required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Bank. 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 Section 6.0311, 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 tax identification 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 merger of Interim A with and into the BankMutual Holding Company Merger, the Bank Association shall establish a liquidation account in an amount equal to the Bank’s stockholder’s equity amount of dividends with respect to the 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 Association as of March 31, 1994, the date of the latest statement of financial condition contained in the final offering circular utilized in the formation of the Mutual Holding Company, or (ii) 51.34% of the Mid-Tier Holding Company's total shareholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the ConversionConversion 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 Association following the Conversion and Reorganization to a priority in to distributions in the unlikely event of a liquidation of the Bank Association subsequent to the Conversion. Conversion and Reorganization. (b) The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Bank Association after the ConversionConversion 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 6.03 17 as the “"subaccount balance.” " All Deposit Accounts having the same tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. provided in Section 17(d) hereof. (c) In the event of a complete liquidation of the Bank Association subsequent to the Conversion at a time when the Bank has a positive net worth and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder Holder, if any, 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 BankAssociation. 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 Association is not the surviving entity shall be considered a complete liquidation for this purpose. In any 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, except to the extent otherwise approved by the OTS. . (d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. (e) If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 31 annual closing date, commencing December 31, commencing on or after the effective date of the Conversion1998, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicableif any, then the subaccount balance for such Deposit Account Account(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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank Association that has the same tax identification social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or or, if applicable, the Supplemental Eligibility Record Date. . (f) Subsequent to the completion of the ConversionConversion and Reorganization, the Bank Association may not declare or pay cash dividends ongenerally on deposit accounts and/or capital stock of the Association, or repurchase any of, its of the capital stockstock of the Association, if such dividend or repurchase would reduce the Bank’s Association's regulatory capital below the aggregate amount of the then required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Bank. 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. Association. (g) For purposes of this Section 6.0317, 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 tax identification social security number.

Liquidation Account. 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 merger of Interim A with Conversion and into the BankReorganization, the Bank shall establish a liquidation account in an amount equal to the amount of dividends with respect to the Savings Bank Common Stock waived by the MHC plus the greater of (i) the Savings Bank’s stockholder’s 's total retained earnings as of the date of the latest statement of financial condition contained in the final offering circular used in connection with the Savings Bank's reorganization as a majority owned subsidiary of the MHC, or (ii) 59.5% of the Savings Bank's total stockholders' equity as of the date of the latest statement of financial condition contained in the final Prospectus utilized used in connection with the ConversionConversion and Reorganization. The function of the liquidation account will shall be to preserve the rights of certain holders of Deposit Accounts who maintain such accounts in the Bank following the Conversion to establish a priority on liquidation and, except as provided in distributions in Section XI.F.3. above, the unlikely event of a liquidation existence of the Bank subsequent liquidation account shall not operate to restrict the Conversionuse or application of any of the net worth accounts of the Savings Bank. The liquidation account shall be maintained by the Savings Bank subsequent to the Conversion and reorganization for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who maintain retain their Deposit Savings Accounts in the Bank after the ConversionSavings Bank. Each such account holder willEligible Account Holder and Supplemental Eligible Account Holder shall, with respect to each Deposit Savings Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 6.03 as the “subaccount balance.” All Deposit Accounts having the same tax identification number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth (and only in such event"subaccount"), each Eligible Account Holder and Supplemental Eligible Account 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 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, except to the extent otherwise approved by the OTS. The initial subaccount balance for a Deposit Savings Account held by an Eligible Account Holder or and/or a Supplemental Eligible Account 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 such holder's Qualifying Deposit in the Qualifying Deposits of such account holder on the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable, Savings Account and the denominator is the total amount of the Qualifying Deposits of all Eligible Account Holders or and Supplemental Eligible Account Holders, as applicable, on the applicable date. If an account holder holds a Deposit Account on the Eligibility Record Date and a separate Deposit Account on the Supplemental Eligibility Record Date, separate Such 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 balance shall not be increased, and it shall be subject to downward adjustment as follows: if provided below. If the aggregate deposit balance in the Deposit any Savings Account of an Eligible Account Holder or Supplemental Eligible Account Holder at the close of business on any December 31, commencing on or after annual closing date subsequent to the effective date of the Conversion, Eligibility Record Date is less than the lesser of (1i) the aggregate deposit balance in such Deposit Savings Account at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicable; Date or (2ii) the amount of the Qualifying Deposits Deposit in such Deposit Savings Account as of on the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicable, then the subaccount balance for such Deposit 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 such a downward adjustment, the such subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Savings Account. The If any such Savings Account is closed, the related subaccount balance shall be reduced to zero. In the event of an a complete liquidation of the Savings Bank, each Eligible Account Holder or and Supplemental Eligible Account Holder will shall be reduced entitled to zero if receive a liquidation distribution from the liquidation account holder ceases to maintain a Deposit Account at in the Bank that has amount of the same tax identification number as appeared on his Deposit then current adjusted subaccount balance(s) for Savings Account(s) at 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 Eligibility Record Date or Savings Bank is not the Supplemental Eligibility Record Datesurviving institution shall be considered to be a complete liquidation. Subsequent to the completion of the ConversionIn any such transaction, the Bank may not declare or pay cash dividends on, or repurchase any of, its capital stock, if such dividend or repurchase would reduce the Bank’s regulatory capital below the amount then required for the liquidation account; otherwise, the existence of the Bank’s obligation hereunder with respect to the liquidation account shall not operate to restrict be assumed by the use or application of any of the capital accounts of the Bank. 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 Section 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 tax identification numbersurviving institution.

Liquidation Account. At the time of the merger of Interim A with and into the BankMutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the greater of (i) the Bank’s stockholder’s equity net worth as of the date of the latest statement of financial condition contained in the final prospectus utilized in the initial formation of the Mutual Holding Company and related minority stock offering, or (ii) the 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 shareholders’ equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the ConversionConversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority in to distributions in the unlikely event of a liquidation of the Bank subsequent to the ConversionConversion and Reorganization. The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Bank after the ConversionConversion 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 6.03 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 tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. In the event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder Holder, if any, 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 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, except to the extent otherwise approved by the OTS. The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 3131 annual closing date, commencing on or after the effective date of the ConversionConversion and Reorganization, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicableif any, then the subaccount balance for such Deposit Account Account(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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank that has the same tax identification social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or or, if applicable, the Supplemental Eligibility Record Date. Subsequent to the completion of the ConversionConversion and Reorganization, the Bank may not declare or pay cash dividends ongenerally on deposit accounts and/or capital stock of the Bank, or repurchase any of, its of the capital stockstock of the Bank, if such dividend or repurchase would reduce the Bank’s regulatory capital below the aggregate amount of the then required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Bank. 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 Section 6.0311, 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 tax identification 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 merger of Interim A with and into the BankMutual Holding Company Merger, the Bank shall establish a liquidation account in an amount equal to the Bank’s stockholder’s equity 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 formation of the Mutual Holding Company, or (ii) the 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 shareholders' equity as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the ConversionConversion and Reorganization. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the Bank who maintain such accounts in the Bank following the Conversion and Reorganization to a priority in to distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion. Conversion and Reorganization. (b) The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders Holders, if any, who maintain their Deposit Accounts in the Bank after the ConversionConversion 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 6.03 17 as the “"subaccount balance.” " All Deposit Accounts having the same tax identification social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as set forth below. provided in Section 17(d) hereof. (c) In the event of a complete liquidation of the Bank subsequent to the Conversion at a time when the Bank has a positive net worth and Reorganization (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder Holder, if any, 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 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, except to the extent otherwise approved by the OTS. . (d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder or and Supplemental Eligible Account Holder 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 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 or and Supplemental Eligible Account Holders, as applicable, on the applicable dateif any. If an account holder holds a For Deposit Account on Accounts in existence at both 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 follows: if provided below. (e) If the aggregate deposit balance in the Deposit Account Account(s) of an any Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, at the close of business on any December 31 annual closing date, commencing December 31, commencing on or after the effective date of the Conversion2002, is less than the lesser of (1a) the aggregate deposit balance in such Deposit Account Account(s) at the close of business on any other December 31 annual closing date subsequent to the Eligibility Record Date or Supplemental Eligibility Record Date, as applicable; such record dates or (2b) the Qualifying Deposits aggregate deposit balance in such Deposit Account Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicableif any, then the subaccount balance for such Deposit Account Account(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 AccountAccount(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder Holder, if any, will be reduced to zero if the account holder Account Holder ceases to maintain a Deposit Account at the Bank that has the same tax identification social security number as appeared on his Deposit Account(s) at the Eligibility Record Date or or, if applicable, the Supplemental Eligibility Record Date. . (f) Subsequent to the completion of the ConversionConversion and Reorganization, the Bank may not declare or pay cash dividends ongenerally on deposit accounts and/or capital stock of the Bank, or repurchase any of, its of the capital stockstock of the Bank, if such dividend or repurchase would reduce the Bank’s 's regulatory capital below the aggregate amount of the then required current subaccount balances for the liquidation accountDeposit Accounts then held; 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 capital net worth accounts of the Bank. 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. . (g) For purposes of this Section 6.0317, 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 tax identification social security number.

Liquidation Account. At the time of the merger of Interim (a) A with and into the Bank, the Bank shall establish a liquidation account in an amount equal to the Bank’s stockholder’s equity as of the date of the latest statement of financial condition contained in the final Prospectus utilized in the Conversion. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts who maintain such accounts in the Bank following the Conversion to a priority in distributions in the unlikely event of a liquidation of the Bank subsequent to the Conversion. The liquidation account shall be established and maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their Deposit Accounts an account in the Bank after in the Conversionevent 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 6.03 as the “subaccount balance.” All Deposit Accounts having the same tax identification number will be aggregated for purposes of determining the initial subaccount balance accordance with respect to such Deposit Accounts, except generally accepted accounting principles) as set forth below. in its most recent statement of financial condition contained in the Proxy Statement. (b) In the event of a complete liquidation of the Bank subsequent to the Conversion 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 shall be entitled to receive a liquidation distribution from the liquidation account established by the Bank 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. 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 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, except to the extent otherwise approved by the OTS. stock. (c) The initial subaccount balance Subaccount Balance for a Deposit Account an account held by an Eligible Account Holder or a Supplemental Eligible Account 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 or and Supplemental Eligible Account Holders, as applicable, Holders of the Bank on the such applicable date. If an account holder holds a Deposit Account on the Eligibility Record Date and a separate Deposit Account on the Supplemental Eligibility Record Date, separate Such 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 Subaccount Balance shall not be increased, and it shall be subject to downward adjustment adjustments as follows: if If the aggregate deposit balance in the Deposit Account any account of an Eligible Account Holder or Supplemental Eligible Account Holder at the close end of business on any December 31, commencing on or after period for which the effective date of the Conversion, is less than (1) the aggregate deposit balance in such Deposit Account at the close of business on any other December 31 Bank has prepared audited financial statements subsequent to the Eligibility Record Date or Supplemental is less than the lesser of: (i) the deposit balance in such account at the end of any period for which the Bank has prepared audited financial statements subsequent to the Eligibility Record Date, as applicable; or (2ii) the Qualifying Deposits in such Deposit Account amount of the deposits as of the Eligibility Record Date or the Supplemental Eligibility Record Date, as applicable, then the subaccount balance Subaccount Balance for such Deposit Account 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 Accountaccount. The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder will If any such account is closed, 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 tax identification number as appeared on his Deposit Account(szero. (d) at the Eligibility Record Date or the Supplemental Eligibility Record Date. Subsequent to the completion of the ConversionReorganization, the Bank may shall not declare or pay a cash dividends on, or repurchase dividend on any of, of its capital stock, stock if such dividend or repurchase the effect thereof would reduce cause the Bank’s regulatory capital net worth of the Bank to be reduced below the amount then required for to maintain the liquidation account; otherwise. For purposes of Section 86.4(g)(5) of the 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 the purpose of establishing the liquidation account and, except as provided in this Section 5.03, the existence of the Bank’s obligation hereunder with respect to the liquidation such account shall not operate to restrict the use or application of any of the capital net worth accounts of the Bank. The Bank shall not be required to set aside funds in connection with its obligation hereunder with respect subsequent 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 Section 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 tax identification numberReorganization.