Common use of The Offering Clause in Contracts

The Offering. In accordance with a plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a the plan of conversion adopted by the Board Boards of Directors of each of the Company and the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 10,350,000 shares (subject to increase up to 4,232,000 11,902,500 shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders Holders”), and (4) other members of the Bank as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, Xxxxxx, Xxxxxxx and thereafter to cover orders of other members of the general publicXxxx. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In accordance with a the plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 714,200 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value .01 per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits account balances of $50.00 or more as of December 31, 1998 (as defined in "Eligible Account Holders"), (2) depositors of the Plan) Bank with account balances of $50.00 or more as of September 30, 2012 2001 (“"Supplemental Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”"), (3) depositors of the Bank as of the close of business on ___________, who continue as depositors as of the Special Meeting who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined in the Plan"Other Members"); , and (4) employees, officers and directors of the Bank to the extent they are not Eligible Account Holders, Supplemental Eligible Account Holders, or Other Members (as defined Members. To the extent Shares remain unsold in the Plan). Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Holding Company may offer is offering for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a preference given to natural persons (including trusts of natural persons) residing in the Community Illinois county of DuPage (as defined "Other Subscribers"), (all such offerees being referred to in the Planaggregate as "Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization adopted by the Board of Directors of each of the Bank OBA Parties, as amended (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 4,025,000 shares (subject to increase up to 4,232,000 4,628,750 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September April 30, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the MHC as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders State of other members of the general publicMaryland. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionDecember 2007, the Bank filed with Bank’s mutual predecessor reorganized into the Office mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the Comptroller outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the Currency (outstanding shares of common stock of the “OCC”) an application on Form AC for conversion Bank. OBA Bancorp has not issued shares of its stock to a stock bank (together with any other required ancillary applications and/or noticesthe public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by OBA Bancorp will cease to exist and the OCC in accordance with Bank will be a wholly owned subsidiary of the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501__________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the a Washington state-chartered mutual form of organization savings bank to the a Washington state-chartered stock form of organization savings bank (the “Conversion”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Conversion will be accomplished pursuant to Washington state law and federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Holding CompanyWashington Department of Financial Institutions (“WDFI”) and the FDIC. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 [Max Shares] shares (subject to increase up to 4,232,000 [S-Max Shares] shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of _______ ___, 200__ (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (other depositor of the Bank as defined in the Plan)of _______ ___, 200__. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts who are residents of natural persons) residing in the Community (as defined in the Plan)Clallam, King, Kitsup, Xxxxxx and thereafter to cover orders of other members of the general publicSnohomish Counties, Washington. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501333-________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the regulations of the WDFI and the FDIC (the “Conversion Regulations”), the Bank has filed with the WDFI and the FDIC an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”), and has filed such amendments thereto as may have been required by the WDFI and the FDIC. The Form AC has received the approval of the WDFI and the non-objection of the FDIC and the related Prospectus has been authorized for use by the WDFI and the FDIC. In addition, the Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 Application (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act of 1956 (the “BHCA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a the plan of conversion as adopted by the Board Boards of Directors of each of the Bank Meetinghouse Parties (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 575,000 shares (subject to increase up to 4,232,000 661,250 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2010 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of December 31, 2011 (“Supplemental Eligible Account Holders”), (3) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) each Officer, Employee or Director who is not an Eligible Account Holder or Supplemental Eligible Account Holder “Other Members (as defined in the PlanEligible Subscribers”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)Massachusetts communities of Dorchester and Xxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501180026) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Depositors relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the Bank has filed with the FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “FDIC Conversion Application”, and together with the Massachusetts Conversion Application, the “Conversion Applications”), including copies of the Information Statement, the Appraisal and the Prospectus. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”).

The Offering. In The MHC, in accordance with a plan its Plan of conversion ------------ Reorganization and Minority Stock Issuance adopted by the its Board of Directors Trustees (as amended, the "Plan"), intends to form the Company as its subsidiary and exchange 100% of the common stock of the Bank (for a majority interest in the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) ___ of its common stockshares, $0.01 par value $.01 per share (the “"Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 1999 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by depositors of the Bank with Qualifying Deposits as of December 31, 2000 (the “ESOP”"Supplemental Eligible Account Holders"), and (3) Supplemental Eligible Account Holders (as defined in Tax-Qualified Employee Stock Benefit Plans of the Plan); and (4) Other Members Bank (as defined in the Plan). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the "Shares." Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” ," or "Direct Community Offering," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") which may be commenced concurrently with, during, or after the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (Bank's Local Community, as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission"Reorganization."

The Offering. In The Association, in accordance with a and pursuant to its plan of conversion adopted by the Board of Directors of the Bank Association (the “"Plan”"), the Bank intends to convert be converted from the a federally chartered mutual form savings association to a federally chartered stock savings association and will change its name to Peoples Community Bank and sell all of organization its issued and outstanding stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant These events along with the simultaneous issuance of common stock by the Holding Company are referred to as the Plan, the "Conversion." The Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) its common stock (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “"Common Stock”), " or the "Shares") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) $50.00 or more on deposit as of September 30December 31, 2012 1996 (“"Eligible Account Holders”"), (2) depositors of the Bank’s tax-qualified employee plansAssociation with $50.00 or more on deposit as of March 31, including the employee stock ownership plan established by the Bank 1998 (the “ESOP”), "Supplemental Eligible Account Holders") and (3) Supplemental Eligible Account Holders deposit account holders of the Association as of a voting record date and borrowers of the Association with loans outstanding as of February 25, 1998 which continue to be outstanding as of a voting record date (as defined in the Plan); and (4) "Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “"Community Offering” ," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offerings") conducted after the Subscription Offering”) , the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public (all such offerees being referred to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (aggregate as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”"Eligible Offerees"). It is acknowledged that the purchase of Offer Shares in the Offering Subscription and Community Offerings is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed and the Association desire to retain Capital Resources to assist the Holding Company with the Board of Governors its sale of the Federal Reserve System (Shares in the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or noticesSubscription and Community Offerings and, if deemed necessary by the “Holding Company Application”) to become Company, in a unitary savings syndicated community offering. By and loan holding company under the HOLA and the regulations promulgated thereunder. In additionthrough this Agreement, the Holding Company has filed with and the Securities and Exchange Commission (Association confirm the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating retention of Capital Resources to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by assist the Holding Company pursuant to Rule 424(b) or (c) of and the rules Association during the Subscription and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommunity Offerings.

The Offering. In The Company, in accordance with a plan of conversion stock issuance adopted by the Board of Directors of the Bank Directors, (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company ) will offer and sell up to 3,680,000 931,500 shares (subject to increase up to 4,232,000 shares1,071,225) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2004 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of March 31, 2006 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (depositors who had Qualifying Deposits as defined in the Plan)of April 28, 2006. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts who are residents of natural persons) residing in the Community (as defined in the Plan)Seneca, Cayuga and thereafter to cover orders of other members of the general publicOntario Counties, New York. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Common Shares offered for sale in the Conversion, the Bank filed with the Office Offering will represent a minority ownership interest of 45% of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company’s total outstanding Common Shares. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 575 (the “Reorganization Regulations”), the Company has filed with the OTS a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (“MHC-2 Application”), including the Prospectus and the Valuation Appraisal Report prepared by Xxxxxx & Company, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The Bank has filed an application to convert from a New York-chartered savings bank to a federally chartered savings bank (“charter flip application”). The MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS and the OTS has approved the conversion of the Bank to a federal charter.

The Offering. In The Company, in accordance with its amended Plan of Reorganization from a plan of conversion Mutual Savings Bank to a Mutual Holding Company and Stock Issuance adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 [MAX] shares (subject to increase up to 4,232,000 [SMAX] shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 2006 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”)plan, (3) depositors of the Bank, other than directors and officers of the Bank, with Qualifying Deposits as of March 31, 2008 (“Supplemental Eligible Account Holders”), and (4) members of the Bank as of ____________, 2008 who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined in the Plan); and (4) “Other Members (as defined in the PlanMembers”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)Androscoggin County, and thereafter to cover orders of other members of the general publicMaine. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Public Offering”) (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLAPurchase Price”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501149723) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after the dates of effectiveness or use, respectively. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank’s outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the “Reorganization”). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”). In accordance with Title 12, Part 575 of the Code of Federal Regulations (the “MHC Regulations”), the Bank has filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “MHC Applications”), including the Prospectus and the Valuation Appraisal Report prepared by Xxxxxx & Company, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In The Bank, in accordance with the Plan of Reorganization from a plan of conversion Mutual Bank to a Mutual Holding Company and Stock Issuance Plan, as amended (the “Plan”), adopted by the Board of Directors of the Bank (the “Plan”)Bank, the Bank intends to convert from reorganize into the mutual form of organization to the stock holding company form of organization (the “ConversionReorganization”) in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 7,224,663 shares (subject to increase up to 4,232,000 8,308,362 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30October 31, 2012 2015 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of , 2017 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in New York Counties of Bronx, New York, Queens and Kings and the Community (as defined in the Plan)New Jersey County of Xxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversionaddition, as described herein, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC Holding Company will contribute in accordance with the Home Owners’ Loan ActPlan, subject to compliance with certain conditions as amended may be imposed by regulatory authorities, a number of shares of Common Stock to Xxxxx De Xxxx Foundation (the “HOLAFoundation”) (such shares hereinafter being referred to as the “Foundation Shares”) equal to 3.3% of the issued and outstanding shares of Common Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $200,000. The Holding Company currently plans to sell up to approximately 45.0% of its to be issued shares of Common Stock in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC will own approximately 51.7% of the Holding Company’s outstanding shares of Common Stock upon completion of the Reorganization. As a federally chartered mutual savings and loan association, the Bank has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $200,000, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Holding Company, operating under the name “Xxxxx Bank” (the “Stock Bank”), and 12 C.F.R. Part 192the Holding Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $200,000, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501217275) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering or the Syndicated Community Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to the Agent for such use. In connection with the Reorganization, the Bank filed with the Commission(i) FRB a Combined Notice of Mutual Holding Company Reorganization on Form MHC-1 (the “Form MHC-1”) and an Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “Form MHC-2”), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the “MHC Notice”); (ii) Office of the Comptroller of the Currency (the “OCC”) pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), an Interagency Bank Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the “OCC Applications”), and (iii) Federal Deposit Insurance Corporation (the “FDIC”) pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the “FDIC Application”) and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank’s Proxy Statement for a Special Meeting of its Members relating to the Reorganization and the establishment of the Foundation (the “Members’ Proxy Statement”), the Reorganization Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus. In addition, the Holding Company has filed with the FRB an application on Form H-(e)1 for approval, pursuant to Section 10(e) of the Home Owners’ Loan Act, as amended (“HOLA”), and the regulations promulgated thereunder (the “Control Act Regulations”) for the Holding Company to become a savings and loan holding company with respect to the Bank (the “Holding Company Application”). The MHC Notice, the OCC Applications, the FDIC Application and the Holding Company Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the “Reorganization Applications”.

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank West End Parties (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 _______ shares (subject to increase up to 4,232,000 ________ shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2011 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined Indiana Counties of Union and Xxxxx, and next to cover orders of other persons residing in the Plan)Community, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In addition, in connection with the ConversionPlan, the Holding Company intends to establish the West End Bank filed with the Office of the Comptroller of the Currency Charitable Foundation (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion ApplicationFoundation”) and amendments thereto as required upon consummation of the Conversion, donate $125,000 and 38,000 shares of Holding Company Common Stock to the Foundation. In 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192MHC. The Holding Company has filed with the Board of Governors MHC currently owns 100% of the Federal Reserve System (outstanding shares of the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or noticesMid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank, The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA MHC and the regulations promulgated thereunderMid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. In addition, the The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501175509) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 192 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated June 10, 2011 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the federal regulators. The Form AC has been approved by the Board of Governor’s of the Federal Reserve Board (“FRB”) and any other appropriate regulator and the related Prospectus has been authorized for use by the FRB. In addition, the Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”), as in effect at the time.

The Offering. In The Association, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a Louisiana chartered mutual form savings association to a Louisiana chartered stock savings association, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,990,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value .01 per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the PlanAssociation's Plan of Conversion) as of September 30, 2012 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank GS Financial Corp. Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Association with Qualifying Deposits as of December 31, 1996 ("Supplemental Eligible Account Holders (as defined in the PlanHolders"); and , (4) the Association's Other Eligible Members (as defined in the Plan)Association's Plan of Conversion) and (5) employees, officers and directors of the Association. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given to natural persons who reside in Orleans, St. Tammany and Jefferson Parishes, Louisiana (including trusts of natural persons) residing all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Association may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission."

The Offering. In accordance with a the plan of conversion as adopted by the Board of Directors of the Bank Association (the “Plan”), the Bank Association intends to convert from the current mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank Association will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1495,000 shares (subject to increase up to 4,232,000 1,719,250 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2014 (“Eligible Account Holders”), (2) the BankAssociation’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association is establishing in connection with the conversion (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); , and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Local Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In addition, pursuant to the Plan, in connection with the Offering, the Association is establishing the Central Federal Community Foundation, a charitable foundation (the “Foundation”), and the Holding Company expects to fund the Foundation with $100,000 in cash and the remainder in shares of common stock equal to 4% of the Shares sold the Offering (between 44,200 and 59,800 shares, subject to increase under certain circumstances to 68,770 shares) (the “Foundation Shares”). In connection with the Conversion, the Bank Association filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank savings and loan association (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501206874) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Company, in accordance with a plan its Plan of conversion Reorganization and Stock Issuance adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 931,500 shares (subject to increase up to 4,232,000 1,071,225 shares) (the “"Shares” or “Offer Shares”") of its common stock, $0.01 par value per share (the “"Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2006 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank, other than directors and officers of the Bank, with Qualifying Deposits as of June 30, 2008 ("Supplemental Eligible Account Holders"), and (4) depositors of the Bank as of_____________, 2008, who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined in the Plan); and (4) "Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in counties in which the Community (as defined in the Plan), and thereafter to cover orders of other members of the general publicBank has offices. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-194501151131) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). In accordance with Title 12, Part 575 of the Code of Federal Regulations (the "MHC Regulations"), the Bank has filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the "MHC Applications"), including the Prospectus and the Valuation Appraisal Report prepared by Xxxxxxx Financial Advisors, Inc. (the "Appraisal") and has filed such amendments thereto as may have been required by the OTS. The MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) 1,520,875 of its common stockshares, $0.01 par value $.01 per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 1999 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of June 30, 2000 ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts residents of natural persons) residing in the Community (as defined in the Plan)Dearborn, Switzerland and thereafter to cover orders of other members of the general publicOhio Counties, Indiana. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). In the event of a Syndicated Community Offering, the Agent shall assemble and manage a selling group of broker-dealers which are members of the National Association of Securities Dealers, Inc. ("NASD"), to participate in the solicitation of purchase orders for shares under a selected dealers' agreement in the form attached hereto as Exhibit A. It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In connection with the Conversion, the Bank filed with the Office Company will issue an additional number of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion Shares equal to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration two percent of the Shares under sold in the Securities Act of 1933 Offering to the PFS Community Foundation (the “1933 Act”"Foundation"), and has filed such amendments thereto and such amended prospectuses as may have been required a charitable foundation which will be formed to promote charitable activities, including community development activities, within the communities served by the Bank. As a result of the issuance of Common Stock to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with Foundation the Commission at minimum number of Shares that will be outstanding following the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) completion of the rules Conversion will be 997,050 Shares, and regulations the maximum number of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionShares that will be outstanding will be 1,551,293 Shares.

The Offering. In The Bank, in accordance with a the plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become convert its charter to a wholly owned subsidiary federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the Offering (as hereinafter defined); and (3) the Holding CompanyCompany will issue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 747,500 shares (subject to increase up to 4,232,000 859,625 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2014 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of March 31, 2016 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members of the Bank (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)Illinois Counties of Madison or St. Clair, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionAs a federally-chartered mutual savings and loan association, the Bank filed with has no stockholders and is controlled by its members. Pursuant to the Office terms of the Comptroller Plan, upon completion of the Currency (Conversion and the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or noticesOffering, the “Conversion Application”) legal existence of the Bank will not terminate but the Bank will be a continuation of the entity of the mutual Bank and amendments thereto as required by all property of the OCC mutual Bank, including its right, title and interest in accordance with the Home Owners’ Loan Actand to all property of whatever kind and nature, as amended (the “HOLA”)whether real, personal, or mixed, and 12 C.F.R. Part 192things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501210109) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In connection with the Conversion, the Bank has filed with the Office of the Comptroller of the Currency (the “OCC”) an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by Kxxxxx & Company, Inc., dated February 12, 2016, and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OCC. The Conversion Application has been approved by the OCC and the related Prospectus has been authorized for use by the OCC. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application on Form H-(e)l (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Conversion Application and the Holding Company Application are referred to herein collectively as the “Reorganization Applications.”

The Offering. In The Association, in accordance with a and pursuant to its plan of conversion adopted by the Board of Directors of the Bank Association (the “"Plan”"), the Bank intends to convert be converted from the a federally-chartered mutual form savings and loan association to a federally-chartered stock savings and loan association and will sell all of organization its issued and outstanding stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding The Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) its common stock (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “"Common Stock”), ") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September November 30, 2012 1996 (“"Eligible Account Holders”"), (2) the Bank’s tax-tax qualified employee plans, including benefit plans of the employee stock ownership plan established by the Bank (the “ESOP”)Association, (3) depositors of the Association as of March 31, 1998 ("Supplemental Eligible Account Holders (as defined in the PlanHolders"); and , (4) certain other members of the Association ("Other Members Members") and (as defined in 5) its employees, officers and directors, pursuant to rights to subscribe for shares of Common Stock (the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Association's Offices in a direct community offering (the “"Direct Community Offering” and when referred to together with or subsequent to ") conducted after the Subscription Offering. The Public Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Direct Community Offering and Syndicated Community Subscription Offering are refereed to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the “Offering”)Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Public Offering or the Syndicated Direct Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, Association desire to retain Capital Resources to assist the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Offering. By and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivethrough this Agreement, the term “Prospectus” shall refer Company and the Association confirm the retention of Capital Resources to assist the prospectus filed pursuant to Rule 424(b) or (c) from Company and after the time said prospectus is filed with Association during the CommissionOffering.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the a federally-chartered mutual form of organization savings bank to the a federal stock form of organization savings bank (the “Conversion”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Conversion will be accomplished pursuant to federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Holding CompanyOffice of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders Holders”), and (4) other depositor and borrower members of the Bank as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts who are residents of natural persons) residing Blount, Bradley, Hamilton, Knox, Loudon, McMinn, Xxxxx, Xxxxxx and Polk Counties in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general publicTennessee. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus, immediately following the consummation of the Conversion, subject to the Bank filed with the Office approval of the Comptroller Bank’s depositors and compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute $100,000 and 100,000 shares of Common Stock to the Currency Athens Federal Foundation (the “OCCFoundation”) an application on Form AC for conversion such shares hereinafter being referred to a stock bank as the (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLAFoundation Shares”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by Xxxxxx & Company, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Association, in accordance with a and pursuant to its plan of conversion adopted by the Board of Directors of the Bank Association (the “"Plan”"), the Bank intends to convert be converted from the a federally-chartered mutual form savings and loan association to a federally-chartered stock savings and loan association and will sell all of organization its issued and outstanding stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding The Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) its common stock (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “"Common Stock”), ") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 1996 (“"Eligible Account Holders”"), (2) the Bank’s tax-tax qualified employee plans, including benefit plans of the employee stock ownership plan established by the Bank (the “ESOP”)Association, (3) depositors of the Association as of ________, 1998 ("Supplemental Eligible Account Holders (as defined in the PlanHolders"); and , (4) certain other members of the Association ("Other Members Members") and (as defined in 5) its employees, officers and directors, pursuant to rights to subscribe for shares of Common Stock (the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community public offering (the “Community "Public Offering” ," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Public Offerings") conducted after the Subscription Offering”) , the Offer Shares not so subscribed for or ordered in the Subscription Offering to members selected persons of the general public (all such offerees being referred to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (aggregate as defined "Eligible Offerees"). Shares may also be sold in the Plan), Public Offering by a selling group of broker-dealers organized and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”)managed by Capital Resources. It is acknowledged that the purchase of Offer Shares in the Offering Subscription and Public Offerings is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Offering or the Syndicated Community Public Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, Association desire to retain Capital Resources to assist the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Subscription and has filed such amendments thereto Public Offerings. By and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivethrough this Agreement, the term “Prospectus” shall refer Company and the Association confirm the retention of Capital Resources to assist the prospectus filed pursuant to Rule 424(b) or (c) from Company and after the time said prospectus is filed with Association during the CommissionSubscription and Public Offerings.

The Offering. In The Bank, in accordance with a its plan of conversion and reorganization adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and Territorial Savings Group will cease. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 8,740,000 shares (subject to increase up to 4,232,000 10,051,000 shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of December 31, 2008 (“Supplemental Eligible Account Holders Holders”), and (4) other depositor members of the Bank as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders State of other members of the general publicHawaii. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionSeptember 2002, the Bank filed with Bank’s mutual predecessor reorganized into the Office mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the Comptroller outstanding shares of Territorial Savings Group. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Territorial Savings Group currently owns 100% of the Currency (outstanding shares of common stock of the “OCC”) an application on Form AC for conversion Bank. Territorial Savings Group has not issued shares of its stock to a stock bank (together with any other required ancillary applications and/or noticesthe public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by Territorial Savings Group will cease to exist and the OCC in accordance with Bank will be a wholly owned subsidiary of the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by FinPro, Inc. (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a the plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the North Carolina stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (the “Offering”); and (3) the Holding CompanyCompany will issue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 7,245,000 shares (subject to increase up to 4,232,000 8,331,750 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30February 28, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of June 30, 2011 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)North Carolina Counties of Buncombe, Madison, McDowell, Xxxxxxxxx and Transylvania, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Bank is a North Carolina mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the Conversionterms of the Plan, upon completion of the Conversion and the Offering, the Bank filed with the Office legal existence of the Comptroller Bank will not terminate but the Bank will be a continuation of the Currency (entity of the “OCC”) an application on Form AC for conversion mutual Bank and all property of the mutual Bank, including its right, title and interest in and to a stock bank (together with any other required ancillary applications and/or noticesall property of whatever kind and nature, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Actwhether real, as amended (the “HOLA”)personal, or mixed, and 12 C.F.R. Part 192things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501174527) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with the banking laws of the State of North Carolina and the regulations of the North Carolina State Banking Commissioner (the “Commissioner”) and the regulations of the FDIC governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the Bank filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required as of the date hereof by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Conversion Application included the Prospectus and the Conversion Valuation Appraisal Report prepared by Xxxxxxx Financial Advisors, Inc., dated , 2011. The Holding Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder (collectively, the “BHCA”). The Conversion Application, which included the Prospectus, has been approved by the Commissioner and not objected to by the FDIC and the Holding Company Application has been approved by the FRB.

The Offering. In The Bank, in accordance with a the plan of conversion as adopted by the Board Boards of Directors of each of the Bank 1st Security Parties (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection with The Conversion will be accomplished pursuant to Washington state law and federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Holding CompanyWashington Department of Financial Institutions (“WDFI”) and the Federal Deposit Insurance Corporation (“FDIC”). Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,817,500 shares (subject to increase up to 4,232,000 3,240,125 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2007 (“Eligible Account Holders”), (2) the BankHolding Company’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ______________, 2011 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined Washington Counties of King, Kitsup, Xxxxxx and Snohomish, and next to cover orders of other persons residing in the Plan)Community, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The MHC, in accordance with a plan the Plan of conversion Conversion and Reorganization of Banks of the Chesapeake, M.H.C. (the “Plan”) adopted by the Board of Directors of the Bank (the “Plan”)Bank, the Bank intends to convert from the mutual form of organization to into the stock holding company form of organization (the “Conversion”). In connection ) in compliance with the Conversion, regulations (the Bank will become a wholly owned subsidiary “Regulations”) of the Holding CompanyBoard of Governors of the Federal Reserve System (the “FRB”). Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September April 30, 2012 2017 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), and (3) Supplemental Eligible Account Holders (Other Members of the Bank as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)Baltimore City, Maryland and Xxxx Arundel, Baltimore, Xxxxxxx, Harford and Xxxxxx Counties, Maryland, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank MHC filed with the Office Board of Governors of the Comptroller of the Currency Federal Reserve System (the “OCCFRB”) an application on Form AC AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by Xxxxxxx Financial Advisors, Inc., and the Prospectus, for conversion to a stock bank company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192239, subpart E of Regulation MM (as administered by the FRB). The Holding Company has also filed with the Board of Governors of the Federal Reserve System (the “FRB”) FRB an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunderthereunder (the “Control Act Regulations”). In addition, the The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501225353) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with provided to the CommissionAgent for such use.

The Offering. In The Association, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings association, and to issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,254,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) savings accounts as of September 30March 31, 2012 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank Association's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Association with savings accounts as of September 30, 1996 ("Supplemental Eligible Account Holders (as defined in the Plan); Holders") and (4) depositors of the Association (other than Eligible Account Holders and Supplemental Eligible Account Holders) [AND CERTAIN BORROWERS OF THE BANK] as of _______, 1996 ("Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to natural persons who are permanent residents of Park, Gallatin and Sweet Grass Counties of Montana (including trusts of natural personsthe "Local Community") residing ("Other Subscribers") (all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Association may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. ." The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-19450133-_______) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 563b (the "Conversion Regulations"), the Bank has filed with the Office of Thrift Supervision (the "OTS") an Application for Conversion (the "Conversion Application"), including the prospectus, and has filed such amendments thereto, if any, as may have been required by the OTS. The Conversion Application has been [APPROVED] by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H- (e)1-S (the "Holding Company Application") to become a registered savings and loan holding company under Section 10 of the Home Owners' Loan Act, as amended ("SLHCA"), which has been [APPROVED].

The Offering. In The Bank, in accordance with a its plan of conversion reorganization and stock issuance adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert reorganize from a federally-chartered mutual savings bank into the mutual form holding company structure, and issue all of organization its issued and outstanding capital stock to the stock form Company (collectively, these transactions are referred to herein as the “Reorganization”). The Reorganization will be accomplished pursuant to federal law and the rules and regulations of organization the Office of Thrift Supervision (the “ConversionOTS”). In connection with , except as such rules and regulations are waived by the Conversion, the Bank will become a wholly owned subsidiary of the Holding CompanyOTS. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 939,550 shares (subject to increase up to 4,232,000 1,080,483 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 .01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of June 30, 2009 (“Supplemental Eligible Account Holders Holders”), and (4) the Bank’s Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts who are residents of natural persons) residing in Cullman County, Alabama. Subscribers’ checks will be transmitted to the Community (as defined in the Plan), and thereafter to cover orders of other members Bank by no later than noon of the general publicnext business day where they will be invested in investments that are permissible under Rule 15c2-4. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCCPurchase Price”) an application on Form AC for conversion ). As part of the Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute to a stock bank (together with any other required ancillary applications and/or noticesnew foundation, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended Cullman Savings Bank Charitable Foundation (the “HOLACharitable Foundation”), shares equal to 2.0% of all shares issued and 12 C.F.R. Part 192outstanding following the Offering plus $100,000 in cash. The Holding Company has filed with shares contributed to the Board Charitable Foundation hereinafter being referred to as the “Charitable Foundation Shares.” The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of Governors 45% of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunderCompany’s total outstanding shares of Common Shares. In addition, the Holding The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the Bank has filed with the OTS a combined Form MHC-1 Notice of Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (collectively, the “MHC-1/MHC-2 Application”), including the Prospectus and the Reorganization Valuation Appraisal Report prepared by Xxxxxx & Company, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its application on Form H-(e)l-S (the “Holding Company Application”) to become a registered savings and loan holding company under the Home Owners* Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a its plan of conversion reorganization adopted by the its Board of Directors (the "Plan"), intends to reorganize from an Ohio-chartered mutual savings and loan association into the mutual holding company structure (the "Reorganization"), and issue all of its issued and outstanding capital stock to the Company. The Reorganization will be accomplished pursuant to Ohio state law, federal law and the rules and regulations of the Bank Office of Thrift Supervision (the “Plan”"OTS"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 _________ shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 .01 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 ______________ (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Cheviot Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of __________________ ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts people who are residents of natural persons) residing in the Community (as defined in the Plan)Hamilton County, and thereafter to cover orders of other members of the general publicOhio. It is anticipated that any Shares shares not subscribed for in the fox xx xxx Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. "Reorganization." In addition, as part of the Holding Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company has filed with will contribute 75,000 newly issued shares of Common Stock and the Securities and Exchange Commission Bank will contribute $750,000 in cash to the Cheviot Savings Bank Charitable Foundation (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”"Charitable Foundation"), containing a prospectus relating the shares contributed to the Offering, Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the registration Offering and the Charitable Foundation Shares will represent a minority ownership interest of 45% of the Shares under the Securities Act Company's total outstanding shares of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommon Shares.

The Offering. In The MHC, in accordance with a the plan of conversion as adopted by the Board Boards of Directors of each of the Bank Blue Hills Parties (the “Plan”), the Bank intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 24,150,000 shares (subject to increase up to 4,232,000 27,772,500 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30February 28, 2012 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), and (3) Supplemental Eligible Account Holders (as defined in employees, officers, directors, trustees and corporators of the Plan); Bank, the Mid-Tier and (4) Other Members (as defined in the Plan)MHC who do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (local community as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) or to certain members of the general public in a firm commitment underwritten offering (the “Underwritten Offering”) with the Agent acting as sole book-running manager (the Underwritten Offering, Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501194486) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the MHC has filed the Plan with the Massachusetts Division of Banks (the “Division”) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the Appraisal, and the Prospectus. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Applications”.

The Offering. In The MHC, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Sugar Creek Parties (the “Plan”), the Bank intends to convert from the federal mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 616,072 shares (subject to increase up to 4,232,000 708,483 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of December 31, 2013 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (counties of Clinton, Madison and St. Clair in Illinois, and next to cover orders of the public shareholders of the Mid-Tier as defined in the Plan)of [VOTING RECORD DATE], and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. The Bank was originally founded in 1889. In connection with the Conversion2007, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion converted to a stock bank (together with any other required ancillary applications and/or noticesform and became a wholly-owned subsidiary of the Mid-Tier as part of a mutual holding company reorganization and stock issuance. The MHC currently owns 55.7% of the outstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no shareholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. The Mid-Tier sold 44.3% of its outstanding shares to public shareholders as part of its reorganization. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by the OCC in accordance with Mid-Tier will cease to exist and the Home Owners’ Loan Act, as amended (Bank will be a wholly owned subsidiary of the “HOLA”), and 12 C.F.R. Part 192Holding Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501192700) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 192 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application For Approval of Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, L.C., dated [ 2013] and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the federal regulators. The Form AC has been approved by the FRB and any other appropriate regulator, and the related Prospectus has been authorized for use by the FRB. In addition, the Holding Company has filed with the FRB an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”), as in effect at the time and the FRB has approved the Holding Company Application.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 ____________ shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of September 30December 31, 2012 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with savings accounts of $50 or more as of June 30, 1997 ("Supplemental Eligible Account Holders (as defined in the Plan); Holders") and (4) depositors of the Bank as of _______________, 1997 (other than Eligible Account Holders and Supplemental Eligible Account Holders) ("Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to natural persons who are permanent residents of Xxxxx, Union, Wallawa, Malheur, Xxxxxx and Grant Counties of ________ (including trusts of natural personsthe "Local Community") residing ("Other Subscribers") (all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. ." The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 SB-2 (File No. 333-194501333-___________) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 563b (the "Conversion Regulations"), the Bank has filed with the Office of Thrift Supervision (the "OTS") an Application for Conversion (the "Conversion Application"), including the prospectus, and has filed such amendments thereto, if any, as may have been required by the OTS. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)1-S (the "Holding Company Application") to become a registered savings and loan holding company under Section 10 of the Home Owners' Loan Act, as amended ("SLHCA").

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of (as amended, the Bank (the “"Plan”"), the Bank intends to convert from the an Indiana chartered mutual form savings bank to an Indiana chartered stock savings bank, and issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,653,125 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stockshares, $0.01 without par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2002 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Mutual Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of March 31, 2004 ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) people residing in the Community (as defined in the Plan)Xxxxxxx County, and thereafter to cover orders of other members of the general publicIndiana. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission."

The Offering. In accordance with a plan of conversion and reorganization adopted by the Board of Directors of the Bank MHC (the “Plan”), the Bank MHC intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 [Max] shares (subject to increase up to 4,232,000 [SuperMax] shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the Bank’s 401(k) plan, (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members Depositors (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan) and second to Minority Stockholders (as defined in the Plan) as of the Voting Record Date (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. Pursuant to the Plan, the Holding Company will issue a minimum of and a maximum of shares of its Common Stock (subject to increase up to shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of Mid-Tier Holding Company common stock (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. In connection with the Conversion, the Bank MHC filed with the Office Board of Governors of the Comptroller of the Currency Federal Reserve System (the “OCCFRB”) an application on Form AC for conversion to a stock bank company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192239, subpart E of Regulation MM (as administered by the FRB). The Holding Company has also filed with the Board of Governors of the Federal Reserve System (the “FRB”) FRB an application on Form H-(e)1 H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501180018) (the “Registration Statement”), containing a prospectus relating to the OfferingOffering and a proxy statement/prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Holding Company for the meeting to approve the Plan and to offer the Exchange Shares, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses or proxy statement/prospectus as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus and proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus” and the “Stockholders’ Proxy Statement,” respectively, except that if any prospectus or proxy statement/prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus or proxy statement/prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” and “Stockholders’ Proxy Statement” shall refer to the prospectus and proxy statement/prospectus, as the case may be, filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank Trustees (the “"Plan”"), the Bank intends to convert from the a New York State chartered mutual form savings bank to a New York State chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 8,050,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value .01 per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Bank's Plan) as of September 30March 31, 2012 1997 (“"Eligible Account Holders”"), (2) the Bank’s taxTax-qualified employee plansQualified Employee Plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the PlanPlan ("Employee Plans"); , and (43) Other Members depositors of the Bank with Qualifying Deposits as of September 30, 1998 (as defined in the Plan"Supplemental Eligible Account Holders"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given to natural persons (including trusts of natural persons) residing who reside in the Community Bank's local community which includes Albany, Saratoga, Schenectady and Rensselaer Counties and a portion of Xxxxxx County in New York (as defined all such offerees being referred to in the Planaggregate as "Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The shares will be sold in the Offering for a purchase price of $10.00 per Share (the "Purchase Price). In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus (as defined below), immediately following the consummation of the Conversion, subject to the approval of the depositors of the Bank filed and compliance with certain conditions as may be imposed by regulatory authorities, the Office Company will contribute to the Cohoes Savings Foundation, a charitable foundation (the "Foundation") a number of shares equal to 3% of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC Shares sold in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for or between 178,500 and 241,500 Shares (subject to increase in certain circumstances to 277,725 Shares). Such Shares are hereinafter referred to as the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission"Foundation Shares."

The Offering. In accordance with a the plan of conversion as adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the current mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,070,000 shares (subject to increase up to 4,232,000 2,380,500 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank is establishing in connection with the conversion (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); , and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.promulgated

The Offering. In accordance with a plan Plan of conversion Conversion (the “Plan” or “Plan of Conversion”) adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the ConversionBank, the Bank will become convert from a wholly owned subsidiary federally-chartered mutual savings association to a public stock holding company structure and will sell 100% of its issued and outstanding shares of common stock to the Holding Company. Pursuant In addition, pursuant to the Plan, and the Holding Company will offer and sell up to 3,680,000 10,350,000 shares (subject to an increase up to 4,232,000 shares) (11,902,500 shares in the “Shares” or “Offer Shares”event of an over subscription) of its common stockthe Company’s Common Stock, par value $0.01 par value per share (the “Common Stock”). The shares of the Common Stock to be sold by the Company are hereinafter called the “Shares.” Pursuant to the Plan, the Company will offer and sell up to 10,350,000 of its Common Stock, in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of September 30February 28, 2012 2006 (“Eligible Account Holders”), ; (2) the Bank’s taxTax-qualified employee plans, including the employee stock ownership plan established by Qualified Employee Stock Benefit Plans of the Bank (or the “ESOP”), (3) Supplemental Eligible Account Holders Company (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits as of [ • ], 2007 (“Supplemental Eligible Account Holders”); and (4) Other Members (Members, as defined in the PlanPlan (“Other Members”). The Common Stock to be sold by the Company in the Offering (as defined below) is hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering (the “Community Offering,” or “Direct Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) which may be commenced concurrently with, during, or after the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Bank’s Community (as defined in the Plan)Reinvestment Act assessment area, and thereafter to cover orders of other members which consists of the general publicNew York counties of Onondaga, Madison, Oneida and Oswego, the Tennessee counties of Coffee, Dekalb, Xxxxxx, Xxxxxx, Xxxxxxxxxx and White, the Texas counties of Xxxxx, Xxxx and Cherokee and the Massachusetts county of Middlesex (“Preferred Subscribers”). It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionCollectively, the Bank filed with the Office of the Comptroller of the Currency (these transactions described in this Section 1 are referred to herein as the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. Conversion.” The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the United States Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501333-______) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Parts 575 and 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the OTS (the “Conversion Application”). The Company has also filed with the OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1 (the “Holding Company Application”) under the Home Owners’ Loan Act of 1933, as amended, and the regulations promulgated thereunder (the “HOLA”).

The Offering. In The Bank, in accordance with a its plan of conversion reorganization adopted by the its Board of Directors (the "Plan"), intends to reorganize from an Ohio-chartered mutual savings and loan association into the mutual holding company structure (the "Reorganization"), and issue all of its issued and outstanding capital stock to the Company. The Reorganization will be accomplished pursuant to Ohio state law, federal law and the rules and regulations of the Bank (the “Plan”), the Bank intends to convert from the mutual form Office of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding CompanyThrift Supervision. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 _________ shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 .01 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 ______________ (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Cheviot Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of __________________ ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts people who are residents of natural persons) residing in the Community (as defined in the Plan)Hamilton County, and thereafter to cover orders of other members of the general publicOhio. It is anticipated xxxxxxxxted that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. "Reorganization." In addition, as part of the Holding Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company has filed with will contribute $750,000 in cash and 75,000 newly issued shares of Common Stock to the Securities and Exchange Commission Cheviot Savings Bank Charitable Foundation (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”"Charitable Foundation"), containing a prospectus relating the shares contributed to the Offering, Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the registration Offering and the Charitable Foundation Shares will represent a minority ownership interest of 45% of the Shares under the Securities Act Company's total outstanding shares of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommon Shares.

The Offering. In The MHC, in accordance with a the plan of conversion as adopted by the Board of Trustees of the MHC and the Board of Directors of the Bank Holding Company (the “Plan”), the Bank intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 175,375,000 shares (subject to increase up to 4,232,000 201,681,250 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to in the following descending order of priority to: (1) depositors of with accounts at the Bank with Qualifying Deposits aggregate balances of at least $50 at the close of business on March 29, 2019 (as defined in the Plan“Eligible Account Holders”), (2) as depositors with accounts at the Bank with aggregate balances of September 30at least $50 at the close of business on March 31, 2012 2020 (the “Supplemental Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”) and the 401(k) plan (the “401(k) Plan”), in each case, established by the Bank, and (3) Supplemental Eligible Account Holders employees, officers, directors, trustees and corporators of the Bank, Eastern Insurance Group LLC, a wholly-owned subsidiary of the Bank (“EIG”), or the MHC who are not eligible in the first or second priority. In addition, the Holding Company intends to donate to Eastern Bank Charitable Foundation (the “Charitable Foundation”) a number of shares of Common Stock equal to 4.0% of Common Stock that will be outstanding immediately following the Offering (as defined in below) and such stock donation to the Plan); and (4) Other Members (as defined in the Plan)Charitable Foundation. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including persons, and trusts of natural persons) , residing in the Community (local community as defined described in the Plan)Prospectus, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected separate dealers agreement in a syndicated offering (the “Syndicated Offering” and, together with the Subscription Offering and the Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”), with X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and the Agent acting as joint book-running managers (each, a “Joint Book-Running Manager” and together, the “Joint Book-Running Managers”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501239251) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the MHC has filed the Plan with the Massachusetts Division of Banks (the “Division”) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the Appraisal Report prepared by RP Financial, LC, dated May 21, 2020, and as amended or supplemented, regarding the appraised pro forma market value of the Common Stock (the “Appraisal”), the Registration Statement, the Prospectus and the General Disclosure Package. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (as amended or supplemented, if applicable, through the date hereof, the “Holding Company Application”) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Applications”.

The Offering. In The MHC, in accordance with a plan the Plan of conversion Conversion and Reorganization of Banks of the Chesapeake, M.H.C. (the “Plan”) adopted by the Board of Directors of the Bank (the “Plan”)Bank, the Bank intends to convert from the mutual form of organization to into the stock holding company form of organization (the “Conversion”). In connection ) in compliance with the Conversion, regulations (the Bank will become a wholly owned subsidiary “Regulations”) of the Holding CompanyBoard of Governors of the Federal Reserve System (the “FRB”). Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September April 30, 2012 2017 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of , 2018 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)Baltimore City, Maryland and Xxxx Arundel, Baltimore, Xxxxxxx, Harford and Xxxxxx Counties, Maryland, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank MHC filed with the Office Board of Governors of the Comptroller of the Currency Federal Reserve System (the “OCCFRB”) an application on Form AC AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by Xxxxxxx Financial Advisors, Inc., and the Prospectus, for conversion to a stock bank company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192239, subpart E of Regulation MM (as administered by the FRB). The Holding Company has also filed with the Board of Governors of the Federal Reserve System (the “FRB”) FRB an application on Form H-(e)1 H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunderthereunder (the “Control Act Regulations”). In addition, the The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501225353) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with provided to the CommissionAgent for such use.

The Offering. In The Bank, in accordance with a and pursuant to its plan of conversion adopted by the Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert be converted from the a federally-chartered mutual form savings bank to a federally-chartered stock savings bank and will sell all of organization its issued and outstanding stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding The Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) its common stock (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “"Common Stock”), ") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 1995 (“"Eligible Account Holders”"), (2) tax qualified employee benefit plans of the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank as of March 31, 1997 ("Supplemental Eligible Account Holders (as defined in the Plan); Holders") and (4) certain other deposit account holders of the Bank ("Other Members Members"), pursuant to rights to subscribe for shares of Common Stock (as defined in the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community public offering (the “Community "Public Offering” ," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Public Offerings") conducted after the Subscription Offering”) , the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public (all such offerees being referred to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (aggregate as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”"Eligible Offerees"). It is acknowledged that the purchase of Offer Shares in the Offering Subscription and Public Offerings is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Offering or the Syndicated Community Public Offering. In connection with the Conversion, The Company and the Bank filed desire to retain Capital Resources to assist the Company with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Subscription and has filed such amendments thereto Public Offerings. By and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivethrough this Agreement, the term “Prospectus” shall refer Company and the Bank confirm the retention of Capital Resources to assist the prospectus filed pursuant to Rule 424(b) or (c) from Company and after the time said prospectus is filed with Bank during the CommissionSubscription and Public Offerings.

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Madison Parties (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 3,737,500 shares (subject to increase up to 4,232,000 4,298,125 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of June 30, 2012 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined Nebraska Counties of Cedar, Boone, Knox, Madison and Xxxxxx, and next to cover orders of other persons residing in the Plan)Community, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The MHC currently owns 100% of the Conversionoutstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank, The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and the Mid-Tier will cease to exist and the Bank filed with the Office will be a wholly owned subsidiary of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Holding Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501181070) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 239 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Board of Governors of the Federal Reserve (the “FRB”) an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial LC., dated March 31, 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the FRB. The Conversion Application has been approved by the FRB and the related Prospectus has been authorized for use by the FRB. In addition, the Holding Company has filed with the FRB an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the an Illinois chartered mutual form savings bank to an Illinois chartered stock savings bank, and issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 575,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stockshares, $0.01 .01 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30May 31, 2012 2001 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Clover Leaf Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2001 ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general publicpeople. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission."

The Offering. In The Association, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the an Ohio chartered mutual form savings and loan association to an Ohio chartered stock savings and loan association, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 776,250 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 no par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the PlanAssociation's Plan of Conversion) as of September 30December 31, 2012 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plansOhio State Financial Services, including the employee stock ownership plan established by the Bank Inc. Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Association with Qualifying Deposits as of September 30, 1997 ("Supplemental Eligible Account Holders (as defined in the PlanHolders"); and , (4) the Association's Other Eligible Members (as defined in the Plan)Association's Plan of Conversion) and (5) employees, officers and directors of the Association. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given to natural persons who reside in Belmont County, Ohio (including trusts of natural persons) residing all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Association may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission."

The Offering. In The Company, in accordance with a plan of conversion stock issuance adopted by the Board of Directors of the Bank Directors, (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company ) will offer and sell up to 3,680,000 7,848,750 shares (subject to increase up to 4,232,000 shares9,026,063) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September November 30, 2012 2003 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of March 31, 2005 (“Supplemental Eligible Account Holders Holders”), and (4) the Bank’s Other Depositors as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts who are residents of natural persons) residing in the Community (as defined in the Plan)Hampden and Hampshire Counties, and thereafter to cover orders of other members of the general publicMassachusetts. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Common Shares offered for sale in the Conversion, the Bank filed with the Office Offering will represent a minority ownership interest of 44.6% of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company’s total outstanding Common Shares. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 575 (the “Reorganization Regulations”), the Company has filed with the OTS a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (“MHC-2 Application”), including the Prospectus and the Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The MHC-2 Application have been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In The Bank, in accordance with a its plan of ------------ conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) _____________________ of its common stockshares, $0.01 .01 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September [June 30, 2012 1998] (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank Security Financial Bancorp Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of September 30, 1999 ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts residents of natural persons) residing in the Community (as defined in the Plan)Lake and Xxxxxx Counties, and thereafter to cover orders of other members of the general publicIndiana. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission."

The Offering. In The Bank, in accordance with the Plan of Reorganization from a plan of conversion Mutual Savings Association to a Mutual Holding Company and Stock Issuance Plan (the "Plan") adopted by the Board of Directors of the Bank (the “Plan”)Bank, the Bank intends to convert from reorganize into the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection "Reorganization") in compliance with the Conversion, regulations (the Bank will become a wholly owned subsidiary "MHC Regulations") of the Holding CompanyBoard of Governors of the Federal Reserve System (the "FRB"). Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 793,500 shares (subject to increase up to 4,232,000 912,525 shares) (the “"Shares” or “Offer Shares”") of its common stock, $0.01 par value per share (the “"Common Stock”), ") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 2016 (“"Eligible Account Holders”"), (2) the Bank’s 's tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of June 30, 2017 ("Supplemental Eligible Account Holders (as defined in the PlanHolders"); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)Cayuga, Cortland, Madison, Oneida, and Onondaga Counties, New York, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office The Holding Company currently plans to sell up to approximately 46.0% of the Comptroller its to be issued shares of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC Common Stock in accordance with the Home Owners’ Loan ActPlan. As a result of the sale of the Shares under the Plan, as amended the MHC will own approximately 54.0% of the Holding Company's outstanding shares of Common Stock upon completion of the Reorganization. As a mutual savings and loan association, the Bank has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $100,000, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Holding Company, operating under the name "Seneca Savings" (the “HOLA”"Stock Bank"), and 12 C.F.R. Part 192the Holding Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $100,000, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”"SEC") a registration statement on Form S-1 (File No. 333-194501218749) (the “"Registration Statement”"), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any revised prospectus is used by the Holding Company in connection with the Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “"1933 Act Regulations”")) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “"Prospectus” " shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to the Agent for such use. In connection with the Reorganization, the Bank filed with the Commission(i) FRB a Combined Notice of Mutual Holding Company Reorganization on Form MHC-1 (the "Form MHC-1") and an Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the "Form MHC-2"), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the "MHC Notice"); (ii) Office of the Comptroller of the Currency (the "OCC") pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), an Interagency Bank Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the "OCC Applications"), and (iii) Federal Deposit Insurance Corporation (the "FDIC") pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the "FDIC Application") and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank's Proxy Statement for a Special Meeting of its Members relating to the Reorganization (the "Members' Proxy Statement"), the Reorganization Valuation Appraisal Report (the "Appraisal") prepared by RP Financial, LC., and the Prospectus. In addition, the Holding Company has filed with the FRB an application on Form H-(e)1 for approval, pursuant to Section 10(e) of the Home Owners' Loan Act, as amended ("HOLA"), and the regulations promulgated thereunder (the "Control Act Regulations") for the Holding Company to become a savings and loan holding company with respect to the Bank (the "Holding Company Application"). The MHC Notice, the OCC Applications, the FDIC Application and the Holding Company Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the "Reorganization Applications".

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Madison Parties (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 4,140,000 shares (subject to increase up to 4,232,000 4,761,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of June 30, 2012 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined Nebraska Counties of Cedar, Boone, Knox, Madison and Xxxxxx, and next to cover orders of other persons residing in the Plan)Community, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The MHC currently owns 100% of the Conversionoutstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank, The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and the Mid-Tier will cease to exist and the Bank filed with the Office will be a wholly owned subsidiary of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Holding Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501181070) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 239 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Board of Governors of the Federal Reserve (the “FRB”) an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial LC., dated March 31, 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the FRB. The Conversion Application which includes the prospectus has been approved by the FRB. In addition, the Holding Company has filed with the FRB an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Savings Bank, in accordance with a and pursuant to its plan of conversion adopted by the Board of Directors of the Savings Bank (the “"Plan”"), the Bank intends to convert be converted from the a federally chartered mutual form savings bank to a federally chartered stock savings bank and will sell all of organization its issued and outstanding stock to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding The Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) its common stock (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “"Common Stock”), ") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 1997 (“"Eligible Account Holders”"), (2) the Bank’s tax-tax qualified employee plans, including benefit plans of the employee stock ownership plan established by the Bank (the “ESOP”)Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders (as defined in the PlanHolders"); , and (4) certain other members of the Savings Bank ("Other Members Members") pursuant to rights to subscribe for shares of Common Stock (as defined in the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Holding Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering") conducted after the Subscription Offering and the Company may offer its Common Stock for sale in a community public offering to selected persons (the “"Public Offering,") conducted after the Direct Community Offering” and when referred to together with or subsequent to the Subscription . The Public Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Direct Community Offering and Syndicated Community Subscription Offering are refereed to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the “Offering”)Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Public Offering or the Syndicated Direct Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, Savings Bank desire to retain Capital Resources to assist the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Offering. By and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivethrough this Agreement, the term “Prospectus” shall refer Company and the Savings Bank confirm the retention of Capital Resources to assist the prospectus filed pursuant to Rule 424(b) or (c) from Company and after the time said prospectus is filed with Savings Bank during the CommissionOffering.

The Offering. In The MHC, in accordance with a the plan of conversion as adopted by the Board of Trustees of the MHC and the Board of Directors of the Bank Holding Company (the “Plan”), the Bank intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 175,375,000 shares (subject to increase up to 4,232,000 201,681,250 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to in the following descending order of priority to: (1) depositors of with accounts at the Bank with Qualifying Deposits aggregate balances of at least $50 at the close of business on March 29, 2019 (as defined in the Plan“Eligible Account Holders”), (2) as depositors with accounts at the Bank with aggregate balances of September 30at least $50 at the close of business on March 31, 2012 2020 (the “Supplemental Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”) and the 401(k) plan (the “401(k) Plan”), in each case, established by the Bank, and (3) Supplemental Eligible Account Holders employees, officers, directors, trustees and corporators of the Bank, Eastern Insurance Group LLC, a wholly-owned subsidiary of the Bank (“EIG”), or the MHC who are not eligible in the first or second priority. In addition, the Holding Company intends to donate to Eastern Bank Charitable Foundation (the “Charitable Foundation”) a number of shares of Common Stock equal to 4.0% of Common Stock that will be outstanding immediately following the Offering (as defined in below) and such stock donation to the Plan); and (4) Other Members (as defined in the Plan)Charitable Foundation. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including persons, and trusts of natural persons) , residing in the Community (local community as defined described in the Plan)Prospectus, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected separate dealers agreement in a syndicated offering (the “Syndicated Offering” and, together with the Subscription Offering and the Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”), with X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and the Agent acting as joint book-running managers (each, a “Joint Book-Running Manager” and together, the “Joint Book-Running Managers”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501239251) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the MHC has filed the Plan with the Massachusetts Division of Banks (the “Division”) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the Appraisal Report prepared by RP Financial, LC, dated [•], 2020, and as amended or supplemented, regarding the appraised pro forma market value of the Common Stock (the “Appraisal”), the Registration Statement, the Prospectus and the General Disclosure Package. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (as amended or supplemented, if applicable, through the date hereof, the “Holding Company Application”) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Applications”.

The Offering. In accordance with a the plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 _________ shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value .01 per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $_____ or more as of September 30December 31, 2012 1999 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”)Company's Employee Stock Ownership Plan, (3) depositors of the Bank with account balances of $50.00 or more as of March 31, 2002 ("Supplemental Eligible Account Holders"), (4) depositors of the Bank as of the close of business on ___________, who continue as depositors as of the Special Meeting who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined "Other Members"), and (5) employees, officers and directors of the Bank to the extent they are not Eligible Account Holders, Supplemental Eligible Account Holders, or Other Members. To the extent Shares remain unsold in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Holding Company may offer is offering for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a preference given to natural persons (including trusts of natural persons) residing in the Community counties where the Bank has offices (as defined "Other Subscribers"), (all such offerees being referred to in the Planaggregate as "Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Next Page Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-194501333-_______) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus Prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. The Bank and the Company have filed with the Office of Thrift Supervision ("OTS") an Application for Conversion on Form AC for the Bank with respect to the stock issuance (the "Conversion Application"), including the Prospectus and the Valuation Appraisal Report prepared by RP Financial LC (the "Appraisal") and has filed such amendments thereto as may have been required by the OTS. The Company has filed an Application H-(e)1-S to become a savings and loan holding company (the "Holding Company Application") pursuant to the Home Owner's Loan Act, as amended (the "HOLA") with the OTS. The Conversion Application and Holding Company Application have each been approved and the related Prospectus has been authorized for use.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,058,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of September 30December 31, 2012 1997 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank 's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with savings accounts of $50 or more as of March 31, 1999 ("Supplemental Eligible Account Holders (as defined in the Plan); Holders") and (4) depositors of the Bank as of [March 31], 1999 (other than Eligible Account Holders and Supplemental Eligible Account Holders) ("Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to natural persons (including and trusts of natural personspersons who are permanent residents of the communities of Juneau, Ketchikan, Sitka and Wrangell, Alaska and then to such persons who are residents of counties contiguous to those communities (the "Local Community") residing ("Other Subscribers") (all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. ." The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 SB-2 (File No. 333-194501333-_____) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 563b (the "Conversion Regulations"), the Bank has filed with the Office of Thrift Supervision (the "OTS") an Application for Conversion (the "Conversion Application"), including the Prospectus, and has filed such amendments thereto, if any, as may have been required by the OTS. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)1-S (the "Holding Company Application") to become a registered savings and loan holding company under Section 10 of the Home Owners' Loan Act, as amended ("SLHCA").

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 859,625 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stockshares, $0.01 .01 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 1999 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Xxxxxxxx Federal Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2000 ("Supplemental Eligible Account Holders Holders") and (4) the Bank's Other Members as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including people and trusts of natural persons) residing in the Community (as defined in the Plan)people who are residents of Xxxxxxxx and Scioto Counties, Ohio, Greenup and Xxxx Counties, Kentucky, and thereafter to cover orders of other members of the general publicXxxxxx County, West Virginia. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission."

The Offering. In The Bank, in accordance with a the plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (the “Offering”); and (3) the Holding CompanyCompany will issue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 874,000 shares (subject to increase up to 4,232,000 1,005,100 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2013 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)Michigan Counties of Berrien, Cass and Van Buren, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Bank is a federal mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the Conversionterms of the Plan, upon completion of the Conversion and the Offering, the Bank filed with the Office legal existence of the Comptroller Bank will not terminate but the Bank will be a continuation of the Currency (entity of the “OCC”) an application on Form AC for conversion mutual Bank and all property of the mutual Bank, including its right, title and interest in and to a stock bank (together with any other required ancillary applications and/or noticesall property of whatever kind and nature, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Actwhether real, as amended (the “HOLA”)personal, or mixed, and 12 C.F.R. Part 192things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501191125) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 192 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of the Comptroller of the Currency (the “OCC”) an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by Xxxxxx & Company, Inc., dated August 15, 2013 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OCC. The Conversion Application has been approved by the OCC and the related Prospectus has been authorized for use by the OCC. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application on Form H-(e)l (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Conversion Application and the Holding Company Application are referred to herein collectively as the “Reorganization Applications.”

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Melrose Parties (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,990,000 shares (subject to increase up to 4,232,000 3,438,500 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of March 10, 2014 (“Supplemental Eligible Account Holders”) and (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)City of Melrose, Massachusetts, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501194475) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Shareholders relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the Bank has filed with the FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “FDIC Conversion Application”, and together with the Massachusetts Conversion Application, the “Conversion Applications”), including copies of the Information Statement, the Appraisal and the Prospectus. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”).

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Melrose Parties (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,990,000 shares (subject to increase up to 4,232,000 3,438,500 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of (“Supplemental Eligible Account Holders”) and (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)City of Melrose, Massachusetts, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501194475) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Shareholders relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the Bank has filed with the FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “FDIC Conversion Application”, and together with the Massachusetts Conversion Application, the “Conversion Applications”), including copies of the Information Statement, the Appraisal and the Prospectus. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”).

The Offering. In accordance with a plan the Plan of conversion Conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 264,500 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value, $0.01 par value 10.00 per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors who held at least $50.00 with the Bank on September 30, 1999; (2) depositors who held at least $50.00 with the Bank on December 31, 2000; (3) other members of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30on ______, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan)2001; and (4) Other Members (as defined the Bank's director, officers and employees. To the extent Shares remain unsold in the Plan). Subject Subscription Offering, the Company is offering for sale to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale general public in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") the Offer Shares not so subscribed for or ordered in the Subscription Offering to members of the general public ("Other Subscribers"), (all such offerees being referred to whom a copy of in the Prospectus (aggregate as hereinafter defined"Eligible Offerees") is delivered with a preference given to natural persons (including trusts residents of natural persons) residing in the Community (as defined in the Plan)Tarrant County, and thereafter to cover orders of other members of the general publicTexas. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Company will issue the Conversion, the Bank filed with the Office Shares at a purchase price of the Comptroller of the Currency $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. NEXT PAGE The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 SB-2 (File No. 333-194501333-_________) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations, the Bank and the Company have filed with the Office of Thrift Supervision (the "OTS") an Application for Approval of Conversion of the Bank on Form AC with respect to the stock issuance (the "Conversion Application"), including the Prospectus and the Valuation Appraisal Report prepared by Xxxxxxxx & Company, Inc. (the "Appraisal") and has filed such amendments thereto as may have been required by the OTS. The Company has filed an Application to become a savings and loan holding company (the "Holding Company Application") pursuant to the Savings and Loan Holding Company Act, as amended (the "SLHC Act") with the OTS. The Conversion Application and Holding Company Application have each been approved by the OTS, and the related Prospectus has been authorized for use.

The Offering. In The Bank, in accordance with a its plan of ------------ conversion adopted by the its Board of Directors Trustees of the Bank (the “"Plan”"), the Bank intends to convert from the a state chartered mutual form savings bank to a state chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 6,612,500 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of September 30December 31, 2012 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank 's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with savings accounts of $50 or more as of ____________, 1997 ("Supplemental Eligible Account Holders (as defined in the Plan); Holders") and (4) depositors of the Bank as of the Voting Record date, __________, 1997 ("Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to natural persons (including and trusts of natural personspersons who are permanent residents of Grays Harbor, Xxxxxxxx, Xxxxxx and Xxxx Counties of Washington (the "Local Community") residing ("Other Subscribers") (all such offerees being referred to in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by Xxxx (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. ." The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-19450135817) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Revised Code of Washington (the "RCW"), the Bank has filed with the Washington Department of Financial Institutions, Division of Banks (the "Division") an Application for Conversion (the "Conversion Application"), including the prospectus, and has filed such amendments thereto, if any, as may have been required by the Division. The Conversion Application has been approved by the Division and the related Prospectus has been authorized for use by the Division. The Bank has also filed a Notice of Conversion (the "Notice") with the FDIC and has filed such amendments thereto as may have been required by the FDIC. The FDIC has provided the Bank with a Notice of Non- Objection (the "Non-Objection Notice") to the Conversion. In addition, the Company has filed with the Board of Governors of the Federal Reserve System ("FRB") and the Division an application (the "Holding Company Application") to become a bank holding company and for approval to acquire the Bank.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 2,530,000 shares (subject to increase up to 4,232,000 2,909,500 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30October 31, 2012 2009 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of March 31, 2011 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)Jefferson, Orleans and thereafter to cover orders of other members of the general publicSt. Tammany Parishes, Louisiana. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501172659) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS,” which term shall include any successor agency thereto) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC dated February 25, 2011 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a plan the Plan of conversion adopted by the Board Conversion of Directors of the Bank New Buffalo Savings Bank, dated May 28, 2015 (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form and to reorganize into a holding company structure as a wholly owned subsidiary of organization the Company (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) $50.00 or more on deposit as of September 30the close of business on March 31, 2012 2014 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on , 2015 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) other eligible depositors of the Bank as of the close of business on , 2015 and eligible borrowers of the Bank as of December 31, 1989 who maintain such borrowings as of the close of business on , 2015 (“Other Members (as defined in the PlanMembers”). Subject to the prior subscription rights of the above-listed parties, the Holding The Company may offer for sale Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given to natural persons (including and trusts of natural persons) persons residing in Berrien County, Michigan. In the event a Community (as defined in Offering is held, it may be held at any time during or promptly after the Plan)Subscription Offering. Depending on market conditions, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares available for sale but not subscribed for in the Subscription and Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 595,000 shares and a maximum of 805,000 shares (subject to an increase up to 925,750 shares) of Common Stock (the “Shares”), in the Subscription Offering, and, if necessary, in the Community Offering and and/or the Syndicated Community Offering are collectively referred to as (collectively, the “Offering”). It is acknowledged that Upon completion of the purchase Offering, pursuant to the Plan 100% of Offer the outstanding common stock of the Bank will be held by the Company. The Company will sell the Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency at $10.00 per share (the “OCCPurchase Price”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, ). If the “Conversion Application”) and amendments thereto as required by the OCC number of Shares offered is increased or decreased in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivePlan, the term “ProspectusShares” shall refer to the prospectus filed pursuant to Rule 424(b) mean such greater or (c) from and after the time said prospectus is filed with the Commissionlesser number, as applicable.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 17,853,750 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, par value $0.01 par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of September 30the close of business on January 31, 2012 1996 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with savings accounts of $50 or more as of March 21, 1998 ("Supplemental Eligible Account Holders (as defined in the Plan); Holders") and (4) depositors and certain borrowers of the Bank as of the Voting Record Date, _____________, 1998 ("Other Members Members"), and (as defined in v) certain officers, directors and employees of the Plan)Bank. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given ("Other Subscribers") (all such offerees being referred to natural persons (including trusts of natural persons) residing in the Community (aggregate as defined in the Plan"Eligible Offerees"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by Xxxx (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In connection with the Conversionaddition, on December 29, 1997, the Bank filed entered into an Agreement and Plan of Merger (the "Merger Agreement") with SuburbFed Financial Corp., a Delaware corporation ("SFC"), pursuant to which SFC will be merged with and into the Office Company. Pursuant to the terms of the Comptroller Merger Agreement, upon consummation of the Currency merger of SFC with and into the Company (the “OCC”) an application "Merger"), each share of SFC common stock, par value $0.01 per share (the "SFC Common Stock"), will be converted into the right to receive shares of Company Common Stock with a value of $36.00, or 3.6 shares based on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or noticesthe Purchase Price of $10.00. It is anticipated that, based on the number of outstanding shares of SFC Common Stock as of December 31, 1997, the “Conversion Application”) and amendments thereto as required by Merger will result in an aggregate of 4,556,451 shares of Common Stock being issued in exchange for shares of SFC Common Stock and, in the OCC event all previously granted options to acquire SFC Common Stock were exercised, up to 5,507,424 shares of Common Stock could be issued in accordance with the Home Owners’ Loan Act, as amended exchange for SFC Common Stock (the “HOLA”"Exchange Shares"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) 6,348,000 of its common stockshares, $0.01 par value $.01 per share (the “"Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30July 31, 2012 1998 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Mutual Federal Savings Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of September 30, 1999 ("Supplemental Eligible Account Holders Holders"), (4) the Bank's Other Members as defined in the Plan); Plan and (45) Other Members directors, officers and employees of the Bank. The Common Shares to be sold by the Company in the Offering (as defined in below) are hereinafter called the Plan). "Shares." Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts residents of natural persons) residing in the Community (as defined in the Plan)Delaware, Xxxxxxxx and thereafter to cover orders of other members of the general publicKosciusko Counties, Indiana. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). In addition, as described in the Plan, the Company and the Bank expect to contribute cash and Common Shares in an amount equal to 8% of the Shares sold in the Offering to The Mutual Federal Savings Bank Charitable Foundation (the "Foundation"). Such Common Shares are referred to herein as the "Foundation Shares." It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Collectively, these transactions are referred to herein as the "Conversion." Immediately following the consummation of the Conversion, subject to the approval of the establishment of the Foundation by the members of the Bank filed and compliance with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or noticescertain conditions as may be imposed by regulatory authorities, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating will contribute to the Offering, for the registration Foundation newly issued Common Shares in an amount equal to 4% of the Shares under sold in the Securities Act of 1933 (Conversion and the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required Bank will contribute to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant Foundation cash in an amount equal to Rule 424(b) or (c) 4% of the rules and regulations of Shares sold in the Commission under Conversion (based upon the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission$10.00 per share subscription price).

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Meetinghouse Parties (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 575,000 shares (subject to increase up to 4,232,000 661,250 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2010 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of December 31, 2011 (“Supplemental Eligible Account Holders”), (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) each Officer, Employee or Director who is not an Eligible Account Holder or Supplemental Eligible Account Holder “Other Members (as defined in the PlanEligible Subscribers”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan)Massachusetts communities of Dorchester and Xxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501180026) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter,, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Shareholders relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the Bank has filed with the FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “FDIC Conversion Application”, and together with the Massachusetts Conversion Application, the “Conversion Applications”), including copies of the Information Statement, the Appraisal and the Prospectus. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”).

The Offering. In The Bank, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the a federally-chartered mutual form of organization savings bank to the a federal stock form of organization savings bank (the “Conversion”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Conversion will be accomplished pursuant to federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Holding CompanyOffice of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 6,670,000 shares (subject to increase up to 4,232,000 7,670,500 shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2005 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of June 30, 2007 (“Supplemental Eligible Account Holders Holders”), and (4) other depositor members of the Bank as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts who are residents of natural persons) residing in the Community (as defined in the Plan)Mxxxxxxxxx County, and thereafter to cover orders of other members of the general publicTennessee. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501144454) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by Kxxxxx & Company, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Company, in accordance with a plan its Plan of conversion Reorganization and Stock Issuance adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,467,400 shares (subject to increase up to 4,232,000 1,687,510 shares) (the “"Shares” or “Offer Shares”") of its common stock, $0.01 par value per share (the “"Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2006 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank, other than directors and officers of the Bank, with Qualifying Deposits as of September 30, 2007 ("Supplemental Eligible Account Holders"), and (4) depositors of the Bank as of _____ ___ 2007, who are not Eligible Account Holders or Supplemental Eligible Account Holders (as defined in the Plan); and (4) "Other Members (as defined in the PlanMembers"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in counties in which the Community (as defined in the Plan), and thereafter to cover orders of other members of the general publicBank has offices. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community 1NEXT PAGE Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Public Offering. In connection with The Company will issue the Conversion, Shares at a purchase price of $10.00 per share (the Bank filed with the Office "Purchase Price"). As part of the Comptroller of the Currency Reorganization (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”defined below), and 12 C.F.R. Part 192subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute to a new foundation, the Sound Community Foundation (the "Charitable Foundation"), shares equal to 1.0% of all shares issued and outstanding following the Offering plus $200,000 in cash. The Holding Company has filed with shares contributed to the Board Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of Governors 45.0% of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunderCompany's total outstanding shares of Common Shares. In addition, the Holding The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 SB-2 (File No. 333-194501146196) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “"1933 Act”"), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission.. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). In accordance with Title 12, Part 575 of the Code of Federal Regulations (the "MHC Regulations"), the Bank has filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the "MHC Applications"), including the Prospectus and the Valuation Appraisal Report prepared by RP Financial, LC. (the "Appraisal") and has filed such amendments thereto as may have been required by the OTS. The MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. 2NEXT PAGE

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization adopted by the Board of Directors of each of the Bank OBA Parties (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 4,025,000 shares (subject to increase up to 4,232,000 4,628,750 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September April 30, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the MHC as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in Maryland Counties of Xxxxxxxxxx and Xxxxxx and the Plan), and thereafter to cover orders District of other members of the general publicColumbia. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionDecember 2007, the Bank filed with Bank’s mutual predecessor reorganized into the Office mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the Comptroller outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the Currency (outstanding shares of common stock of the “OCC”) an application on Form AC for conversion Bank. OBA Bancorp has not issued shares of its stock to a stock bank (together with any other required ancillary applications and/or noticesthe public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by OBA Bancorp will cease to exist and the OCC in accordance with Bank will be a wholly owned subsidiary of the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501161898) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 18, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a the plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (the “Offering”); and (3) the Holding CompanyCompany will issue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 18,400,000 shares (subject to increase up to 4,232,000 21,160,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September November 30, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of [ ], 2012 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)North Carolina Counties of Buncombe, Cleveland, Davidson, Gaston, Haywood, Henderson, Polk, Rockingham and Xxxxxxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Bank is a federal mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the Conversionterms of the Plan, upon completion of the Conversion and the Offering, the Bank filed with the Office legal existence of the Comptroller Bank will not terminate but the Bank will be a continuation of the Currency (entity of the “OCC”) an application on Form AC for conversion mutual Bank and all property of the mutual Bank, including its right, title and interest in and to a stock bank (together with any other required ancillary applications and/or noticesall property of whatever kind and nature, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Actwhether real, as amended (the “HOLA”)personal, or mixed, and 12 C.F.R. Part 192things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501178817) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 192 of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of the Comptroller of the Currency (the “OCC”) an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by Xxxxxxx Financial Advisors, Inc., dated , 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OCC. The Conversion Application has been approved by the OCC and the related Prospectus has been authorized for use by the OCC. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Bank, in accordance with a its plan of conversion reorganization adopted by the its Board of Directors of the Bank (the “Plan”), the Bank intends to convert reorganize from a federally-chartered mutual savings bank into the mutual form of organization to the stock form of organization holding company structure (the “ConversionReorganization”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Reorganization will be accomplished pursuant to federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Holding CompanyOffice of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 776,250 shares (subject to increase up to 4,232,000 shares892,688) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30March 31, 2012 2005 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of June 30, 2006 (“Supplemental Eligible Account Holders Holders”), and (4) other depositor members of the Bank as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts who are residents of natural persons) residing in the Community (as defined in the Plan)Xxxx County, and thereafter to cover orders of other members of the general publicIllinois. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Common Shares offered for sale in the Conversion, the Bank filed with the Office Offering will represent a minority ownership interest of 45% of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company‘s total outstanding Common Shares. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 SB-2 (File No. 333-194501333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the Bank has filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance (by a Subsidiary of a Mutual Holding Company (collectively, the “MHC-1/MHC-2 Application”), including the Prospectus and the Reorganization Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its application on Form H-(e)l (the “Holding Company Application”) to become a registered savings and loan holding company under the Home Owners‘ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In accordance with a plan Plan of conversion Conversion from ------------ Mutual to Stock Organization (the "Plan" or "Plan of Conversion") adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the ConversionBank, the Bank will become convert from a wholly owned subsidiary federally chartered mutual savings bank to a federally chartered stock savings bank and issue all of its outstanding capital stock to the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) _________ of its common stock, $0.01 par value per share (the “Common Stock”), Shares in a subscription offering (the “"Subscription Offering”") to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of September 30December 31, 2012 2001 (“"Eligible Account Holders”"), ; (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by depositors of the Bank with Qualifying Deposits as of March 31, 2003 (the “ESOP”"Supplemental Eligible Account Holders"), ; and (3) Supplemental Eligible Account Holders Members, as of the Voting Record Date (as defined in the Plan); and , who are not Eligible Account Holders or Supplemental Eligible Account Holders (4) "Other Members Members"). The Common Shares to be sold by the Company in the Offering (as defined in below) are hereinafter called the Plan). "Shares." Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering (the “"Community Offering” ," or "Direct Community Offering," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") which may be commenced concurrently with, during, or after the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community Hopkins County, Kentucky (as defined in the Plan"Xxxxxxred Subscribers"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may Offering, at the request of the Company and the Bank, will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionCollectively, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA Offering and the regulations promulgated thereunder. In addition, other activities described in the Holding Company has filed with Plan are referred to herein as the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission"Conversion."