Common use of The Offering Clause in Contracts

The Offering. The MHC will convert (the "Conversion") from a federally chartered mutual holding company to a Delaware chartered stock corporation. In connection with the Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock") pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the Conversion, the Company is offering up to __________ shares of its common stock (the "Conversion Stock") in a subscription offering (the "Subscription Offering") and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with account balances of $50.00 or more as of the close of business on September 30, 2002 ("Supplemental Eligible Account Holders") and (iii) depositors of the Bank as of the close of business on _______________, 2002 (other than Eligible Account Holders and Supplemental Eligible Account Holders). Subscription rights will expire if not exercised by 12:00 noon, New York time, on December ___________, 2002, unless extended (the "Expiration Date"). Subject to the prior rights of holders of subscription rights, Conversion Stock not subscribed for in the Subscription Offering is being offered in the Direct Community Offering to certain members of the general public to whom a copy of the Prospectus is delivered, with preference given to natural persons residing in the New York Counties of Oswego and Onondaga (the "Community"). The Primary Parties reserve the absolute right to reject or accept any orders in the Community Offering in whole or in part, either at the time of receipt of an order or as soon as practicable following the Expiration Date. The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (File No. 333-_________) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the regulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the MHC has filed with the OTS an Application for Conversion on Form AC (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. The Bank has filed an Interagency Bank Merger Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBD.

The Offering. The MHC will convert MHC, in accordance with the plan of conversion as adopted by the Boards of Directors or Board of Trustees, as applicable, of each of the ▇▇▇▇▇▇▇▇ Parties (the "Conversion") “Plan”), intends to convert from a federally chartered the current mutual holding company form of organization to a Delaware chartered stock corporation. In connection with holding company form of organization (the “Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock") pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below”). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the Conversion, the Holding Company is offering will offer and sell up to __________ 4,945,000 shares (subject to increase up to 5,686,750 shares) of its common stock stock, $0.01 par value per share (the "Conversion “Common Stock"”) (subject to increase up to 5,686,750 shares) (the “Shares”), in a subscription offering (the "“Subscription Offering"”) and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with account balances of $50.00 or more Qualifying Deposits (as defined in the Plan) as of the close of business on September 30December 31, 2002 2014 ("Supplemental “Eligible Account Holders") and ”), (iii2) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of the close of business on _______________June 30, 2002 2015 (other than Eligible Account Holders and “Supplemental Eligible Account Holders”). Subscription rights will expire if not exercised by 12:00 noon, New York time(3) the Bank’s tax-qualified employee benefit plans, on December ___________, 2002, unless extended including its employee stock ownership plan (the "Expiration Date"“ESOP”), and (4) employees, officers, directors trustees and corporators of the Bank and the MHC who do not have a higher priority to purchase stock. Subject to the prior subscription rights of holders of subscription rightsthe above-listed parties, Conversion Stock the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering is being offered in the Direct Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, delivered with a preference given first to natural persons and trusts of natural persons residing in the New York Counties Massachusetts municipalities of Oswego Abington, Attleboro, Avon, Braintree, Brockton, Canton, Easton, Foxboro, Holbrook, Mansfield, ▇▇▇▇▇▇, North Attleboro, Norton, Plainville, Quincy, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Stoughton and Onondaga Weymouth and the Rhode Island municipalities of Central Falls, Cranston, Cumberland, East Greenwich, East Providence, Jamestown, Johnston, Lincoln, Middletown, Newport, North Kingstown, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Smithfield, Warwick, West Warwick and Woonsocket, and thereafter to cover orders of other members of the general public. It is anticipated that Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a syndicate of broker-dealers organized by the Agent (the "Community"“Syndicated Community Offering”) or on a firm commitment basis through an underwritten public offering (the “Public Offering”) (the Subscription Offering, Community Offering and any Syndicated Community Offering or Public Offering are collectively referred to as the “Offering”). The Primary Parties reserve It is acknowledged that the absolute right to reject or accept any orders purchase of Shares in the Community 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, either at any order received in the time of receipt of an order Community Offering, Syndicated Community Offering or as soon as practicable following the Expiration DatePublic Offering. The Holding Company has filed with the Securities and Exchange Commission (the "SEC"“Commission”) a registration statement on Form S-1 (File No. 333-_________333-209935) (the "“Registration Statement") ”), containing a prospectus relating to the Offerings Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the "“1933 Act"”), and has filed such amendments thereof, if any, thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC 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 SEC Commission under the 1933 Act (the "“1933 Act Regulations"”) differing from the prospectus on file at the time the Registration Statement initially becomes 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 SECCommission. 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 Office Massachusetts General Laws and Chapter 33, Subpart D of Thrift Supervision ("OTS") governing the conversions Code of savings associations Massachusetts Regulations), as from time to time amended or supplemented (the "Conversion “Massachusetts Regulations"”), the MHC has filed the Plan with the OTS an Application for Conversion on Form AC Massachusetts Division of Banks (the "Conversion Application"), including the prospectus, “Division”) and has filed such amendments thereto, if any, thereto and supplementary materials as may have been required by to the OTS. 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 has been approved by Application”), including copies of the OTS Bank’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the appraisal, as amended, of the aggregate pro forma value of the Holding Company (the “Appraisal”), and the related Prospectus has been authorized for use by Prospectus. In addition, the OTS. The Bank has filed an Interagency Bank Merger Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Holding Company has filed with the Board of Governors of the Federal Reserve System ("Board"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 Company's application “Holding Company Application”) to acquire ownership become a bank holding company under Section 3 of the Bank on Form FRY-3 Holding Company Act of 1956, as amended ("the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Massachusetts Conversion Application") with , and the Office of Holding Company Application are collectively referred to herein as the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBD“Applications.”

The Offering. Harbor Florida Bancorp, Inc., a Delaware corporation, will convert first to a federal stock holding company and thereafter to an interim federal stock savings bank. Thereafter, it will merge into the Bank. The MHC, in accordance with its Plan of Conversion and Reorganization adopted by its Board of Directors (the "Plan"), intends to convert to an interim federal stock savings bank and merge with and into the Bank, pursuant to which the MHC will convert cease to exist (the "Conversion") from a federally chartered mutual holding company to a Delaware chartered stock corporation). In connection with the Conversiontherewith, each stockholder of other than the Mid-Tier Company MHC immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") Shares of the Company's common stock, par value $0.01 per share stock ("Common Stock," or "Shares") pursuant to an exchange a ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; shares and (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bankOffering. Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the Conversion, the Company is offering up to __________ 15,208,750 shares of its common stock (the "Conversion Stock") in a subscription offering (the "Subscription Offering") and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering a subscription offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current depositors of former depositors with accounts at (1) the Bank with aggregate account balances of at least $50 50.00 or more as of the close of business on March July 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 1996 ("Eligible Account Holders"); (ii) the Bank's ESOP; (iii) depositors of the Bank with account balances of $50.00 or more as of the close of business on September 30, 2002 1997 ("Supplemental Eligible Account Holders") and ); (iiiiv) depositors of the Bank as of the close of business on _______________, 2002 1997 (other than Eligible Account Holders and Supplemental Eligible Account Holders) and certain borrowers ("Other Members") and (v) stockholders of the Company, other than the Mutual Holding Company ("Public Stockholders"). Subscription rights will expire if not exercised by 12:00 noonNoon, New York Florida time, on December ___________, 20021997, unless extended (the "Expiration Date")extended. Subject to the prior rights of holders of subscription rights, Conversion Stock not subscribed for in the Subscription Offering is being offered in the Direct Community Offering to certain members of the general public to whom a copy of the Prospectus is delivered, with preference given to natural persons residing in the New York Counties of Oswego and Onondaga (the "Local Community"). The Primary Parties reserve the absolute right to reject or accept any orders in the Community Offering in whole or in part, either at the time of receipt of an order or as soon as practicable following the Expiration Date. The Company has filed with the Securities and Exchange Commission (the "SECCommission") a registration statement on Form S-1 (File No. 333-_________) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the SEC Commission at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SECCommission. In accordance with the regulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the MHC has filed with the OTS an Application for Conversion on Form AC (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. The Bank has filed an Interagency Bank Merger Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBD.

The Offering. The MHC will convert Primary Parties, in accordance with the Amended and Restated Plan of Conversion From Mutual to Stock Form of Organization of Somerset Savings Bank, SLA, dated as of July 25, 2022 and amended as of March 7, 2023, June 30, 2023 and July 10, 2023 (the "Conversion") “Plan”), adopted by the Boards of Directors of the Primary Parties, intend for the Bank to convert from a federally New Jersey chartered mutual holding company savings association to a Delaware New Jersey chartered stock corporationsavings association and then then to convert into a New Jersey chartered stock commercial bank to be named “Somerset Regal Bank” (collectively, the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the New Jersey Department of Banking and Insurance (the “Department”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). 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. In connection with the Conversion, each stockholder the Company will offer shares of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's its common stock, $0.01 par value $0.01 per share ("the “Common Stock"”), in a subscription offering (the “Subscription Offering”) pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage (1) depositors of the outstanding Bank with aggregate account balances of at least $50.00 as of the close of business on June 30, 2021 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on June 30, 2023 (“Supplemental Eligible Account Holders”), and (4) Voting Members of the Bank. In addition, the Company intends to donate to Somerset Regal Charitable Foundation, Inc. (the “Charitable Foundation”) $920,000 in cash and up to 460,000 shares of Common Stock, before giving effect in an aggregate amount equaling up to (a) $5,520,000 based on the payment $10.00 per share purchase price of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock sold in the Offering (as defined below). As part of the ConversionThe Company may offer Shares (as hereinafter defined), the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the Conversionif any, the Company is offering up to __________ shares of its common stock (the "Conversion Stock") in a subscription offering (the "Subscription Offering") and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in remaining after the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, a community offering to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with account balances of $50.00 or more as of the close of business on September 30, 2002 ("Supplemental Eligible Account Holders") and (iii) depositors of the Bank as of the close of business on _______________, 2002 (other than Eligible Account Holders and Supplemental Eligible Account Holders). Subscription rights will expire if not exercised by 12:00 noon, New York time, on December ___________, 2002, unless extended (the "Expiration Date"). Subject to the prior rights of holders of subscription rights, Conversion Stock not subscribed for in the Subscription Offering is being offered in the Direct Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, delivered (the “Community Offering”) with a preference given to natural persons (including trusts of natural persons) residing in the New York Jersey Counties of Oswego Hunterdon, Middlesex and Onondaga (Somerset. In the "Community")event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. The Primary Parties reserve Depending on market conditions, Shares available for sale but not subscribed for in the absolute right to reject Subscription Offering or accept any orders purchased in the Community Offering in whole or in partmay, either at the time request of receipt the Company, be offered to certain members of an order or the general public on a best efforts basis (the “Syndicated Community Offering”) as soon as practicable following described in Section 4(a)(3) below. Pursuant to the Expiration DatePlan, the Company is offering a minimum of 6,800,000 shares and a maximum of 9,200,000 shares (subject to increase up to 10,580,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company has filed will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Securities Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and Exchange Commission contributed to the Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan and the Merger. Following the completion of the Conversion and the Offering, the Company will acquire Regal Bancorp, Inc. (“Regal Bancorp”), a New Jersey corporation, in a merger transaction (the "SEC"“Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 25, 2022 and amended as of March 7, 2023 and July 10, 2023. Regal Bancorp is the holding company for Regal Bank, a registration statement on Form S-1 New Jersey chartered commercial bank (File No“Regal Bank”). 333-_________) (The Merger will be accomplished in accordance with the "Registration Statement") containing a prospectus relating to the Offerings for the registration laws of the Shares under United States and the Securities Act of 1933, as amended (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) laws of the rules State of New Jersey and the applicable regulations of the SEC under FDIC, the 1933 Act Department and the Federal Reserve. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Regal Bancorp common stock (the "1933 Act Regulations"“Regal Common Stock”) differing from will be converted into the prospectus on file at right to receive, subject to the time election and proration procedures outlined in the Registration Statement initially becomes effectiveMerger Agreement, $23.00 in cash. Although the Offering and the Merger are separate and distinct transactions, the term "Prospectus" shall refer Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Merger will not be consummated until all conditions to the prospectus filed pursuant to Rule 424(b) consummation of both the Offering and the Merger have been satisfied or (c) from and after the time said prospectus is filed with the SECwaived. In accordance with the regulations of event the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations")Merger Agreement is terminated, the MHC has filed with Offering may nonetheless be consummated, subject to receipt of necessary regulatory and member approvals. Regal Bancorp, Regal Bank and their subsidiaries are sometimes referred to as the OTS an Application for Conversion on Form AC (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. The Bank has filed an Interagency Bank Merger Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBD“Regal Parties” herein.

The Offering. The MHC will convert Pursuant to an Amended Plan of Conversion and Plan of Reorganization ("Plan" or "Plan of Conversion") adopted by the Boards of Directors of the MHC, the Mid-Tier Holding Company and the Bank, the Bank intends to reorganize into a fully converted stock holding Company ("Conversion") from a federally chartered mutual holding company to a Delaware chartered stock corporation). In connection with the Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock") pursuant to an exchange ratio as defined in the Plan that will result in Public Stockholders owning in the aggregate immediately after the Conversion approximately the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). As part of Following the Conversion, the Bank will convert from a New York-chartered savings bank to a national bankbank ("Bank Conversion"). Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the Conversion, the Company is offering up to __________ 1,917,625 shares of its common stock (the "Conversion Stock") in a subscription offering (the "Subscription Offering") and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with account balances of $50.00 or more as of the close of business on September 30, 2002 ("Supplemental Eligible Account Holders") and (iii) depositors of the Bank as of the close of business on _______________, 2002 (other than Eligible Account Holders and Supplemental Eligible Account Holders). Subscription rights will expire if not exercised by 12:00 noon, New York time, on December ___________, 2002, unless extended (the "Expiration Date"). Subject to the prior rights of holders of subscription rights, Conversion Stock not subscribed for in the Subscription Offering is being offered in the Direct Community Offering to certain members of the general public to whom a copy of the Prospectus is delivered, with preference given to natural persons residing in the New York Counties of Oswego and Onondaga (the "Community"). The Primary Parties reserve the absolute right to reject or accept any orders in the Community Offering in whole or in part, either at the time of receipt of an order or as soon as practicable following the Expiration Date. The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (File No. 333-_________333-99347) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with title 12, Parts 575 and 563b of the regulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the MHC has filed with the OTS an Application for Conversion on Form AC (the "Conversion Application"), including the prospectusProspectus, and has filed such amendments thereto, if any, as may have been required to the date hereof by the OTS. The Company has also filed an application to acquire the Bank on Form H-(e) 1-S, and thereby become a savings and loan holding company (the "Holding Company"). In connection with the H-(e) 1-S, the Company has also filed applications to form three interim federal savings banks. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. The Bank has filed an Interagency Bank Merger Act Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] Bank (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] application to merge (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBD.

The Offering. The MHC On July 26, 2007, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”) pursuant to which the Bank will convert from a New Jersey-chartered mutual savings bank to a New Jersey-chartered stock savings bank (the "“Conversion"”) from a federally chartered mutual holding company to a Delaware chartered stock corporationin accordance with applicable federal law, New Jersey law and the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the New Jersey Department of Banking and Insurance (the “Department of Banking”). In connection with the Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") Company, a newly formed Maryland corporation, will receive offer shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's common ’s stock, par value $0.01 per share ("the “Common Stock") pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the Conversion, the Company is offering up to __________ shares of its common stock (the "Conversion Stock"”) in (i) a subscription offering (the "“Subscription Offering"”) and and, if necessary, (ii) a direct community offering (the "Direct “Community Offering"”) and, and if necessary (iii) a syndicated community offering (the “Syndicated Community Offering” and, together with the Subscription Offering and the Community Offering, the "Offerings"“Offering”). Conversion The shares of Common Stock is first being offered to be sold by the Company in the Offering are hereinafter called the “Shares” or “Conversion Shares.” In addition, as described herein, the Company will contribute up to $1.2 million in cash and 851,690 shares of Common Stock to The CapeBank Charitable Foundation, a charitable foundation (the “Foundation”), such shares hereinafter being referred to as the “Foundation Shares.” The Company, the Bank and their subsidiaries are sometimes referred to as the “Cape Parties” herein. In the Subscription Offering with nontransferable subscription Offering, non-transferable rights being grantedto subscribe for between 7,820,000 and 10,580,000 shares (subject to an increase up to 12,167,000 shares) of Common Stock will be granted (the “Subscription Rights”), in the following order of priority, to (i) current of former depositors with accounts at : (1) the Bank Bank’s depositors with aggregate account balances of at least $50 50.00 as of the close of business on March 31June 30, 2001 and 2006 (“Eligible Account Holders”); (2) the Oswego County Savings Bank P&C Food Market branch Bank’s tax-qualified employee benefit plans; (acquired from BSB Bank & Trust Co.3) the Bank’s depositors with aggregate account balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with account balances of $50.00 or more as of the close of business on September 30, 2002 2007 ("“Supplemental Eligible Account Holders"”); and (4) the Bank’s depositors as of , 2007 (the “Other Member Record Date”) who were not able to subscribe for Shares under categories (1) or (3). The Company may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering, with preference given (i) first to natural persons residing in Atlantic or Cape May Counties, New Jersey, (ii) then to shareholders of Boardwalk Bancorp, Inc. (“Boardwalk Bancorp”) as of the record date of the Boardwalk Bancorp shareholders’ meeting to vote on the proposed acquisition of Boardwalk Bancorp by the Company, and (iii) depositors of the Bank as of the close of business on _______________, 2002 (other than Eligible Account Holders and Supplemental Eligible Account Holders). Subscription rights will expire if not exercised by 12:00 noon, New York time, on December ___________, 2002, unless extended (the "Expiration Date"). Subject then to the prior rights of holders of subscription rightsgeneral public. In the event a Community Offering is held, Conversion Stock it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering is being or purchased in the Community Offering may be offered in the Direct Syndicated Community Offering to certain selected members of the general public to whom through a copy syndicate of registered broker-dealers managed by the Agent which are members of the Prospectus National Association of Securities Dealers, Inc. It is delivered, with preference given acknowledged that the number of Shares to natural persons residing be sold in the New York Counties of Oswego and Onondaga (the "Community"). The Primary Parties reserve the absolute right to reject Offering may be increased or accept any orders decreased as described in the Community Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Company may reject, in whole or in part, either at any subscription received in the Community Offering and Syndicated Community Offering. Simultaneously with or immediately following the completion of the Offering, the Company will acquire Boardwalk Bancorp, a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Reorganization (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 26, 2007. Boardwalk Bancorp is the holding company for Boardwalk Bank, a New Jersey chartered commercial bank (“Boardwalk Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department of Banking and the Federal Reserve Board of Philadelphia (the “FRB”), which laws and regulations are collectively referred to as the “Merger Regulations,” and together with the FDIC, Department of Banking and Office of Thrift Supervision (the “OTS”) regulations governing the Offering, the “Conversion Regulations.” Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Boardwalk Bancorp common stock (the “Boardwalk Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in (i) cash without interest, (ii) shares of Company Common Stock, or (iii) a combination of cash and shares of Company Common Stock (the Company Common Stock to be issued in exchange for Boardwalk Common Stock being referred to herein as the “Merger Shares”). In particular, subject to adjustment, the maximum number of Boardwalk Bancorp shares converted into the right to receive cash consideration will be 50% of the total outstanding shares of Boardwalk Common Stock and the maximum number of Boardwalk Bancorp shares converted into the right to receive stock consideration will be 50% of the total outstanding shares of Boardwalk Common Stock. Immediately prior to the effective time of the Merger, each outstanding option to purchase Boardwalk Common Stock will be canceled and exchange for a cash payment from the Company equal to the excess of the $23.00 merger consideration over the exercise price per share of each option. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering will proceed whether or not the Merger occurs. The Offering and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering will be consummated, subject to receipt of an order or necessary regulatory and member approvals. Boardwalk Bancorp, Boardwalk Bank and their subsidiaries are sometimes referred to as soon as practicable following the Expiration Date“Boardwalk Parties” herein. The Company has filed with the U.S. Securities and Exchange Commission (the "SEC"“Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-_________333-146178) (the "Registration Statement") containing a prospectus relating in order to the Offerings for the registration of register the Shares under the Securities Act of 1933, as amended (the "1933 “Securities Act"”), and has filed such amendments thereof, if any, and such amended prospectuses thereto as may have been required to the date hereofhereof (the “Registration Statement”). The prospectus, as amended, on file with included in the SEC Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the "“Prospectus," ” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC Commission under the 1933 Securities Act (the "1933 Act Regulations") differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially becomes effective, the term "“Prospectus" ” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SECCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In accordance The Registration Statement also contains a proxy statement/prospectus to be used to solicit proxies of Boardwalk Bancorp stockholders with respect to the approval of the Merger and the issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement became effective is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Office of Thrift Supervision ("OTS") governing Commission under the conversions of savings associations (Securities Act differing from the "Conversion Regulations")proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the MHC has term “Proxy Statement/Prospectus” shall refer to the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time said proxy statement/prospectus is filed with the OTS Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The following applications have been filed in connection with the Conversion: (i) an Application for Conversion on Form AC H-(e)1 (the "“Holding Company Application”) for Election Under Section 10(l) of the Home Owners’ Loan Act (the “HOLA”) has been filed with the OTS; (ii) a Notice of Intent to Convert to Stock Form (the “FDIC Conversion Notice”) has been filed with the FDIC; and (iii) an application to convert to stock form (the “New Jersey Conversion Application")”) has been filed with the Department of Banking. The Holding Company Application, including the prospectusFDIC Conversion Notice and the New Jersey Conversion Application are referred to herein as the “Conversion Applications.” The FDIC Conversion Notice and New Jersey Conversion Application include, and has filed such amendments theretoamong other things, if any, as may the Plan. The following applications have been required by filed in connection with the OTS. The Conversion Application Merger: (i) a letter application (the “New Jersey Merger Application”) has been approved by filed with the OTS and the related Prospectus has been authorized for use by the OTS. The Bank has filed Department of Banking; (ii) an Interagency Bank Merger Act Application (the "Bank Merger “FDIC BMA Application"”) with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by filed with the FDIC; The Company and (iii) a Notice of Acquisition of Boardwalk Bancorp and Boardwalk Bank (the “FRB Merger Notice”) has been filed with the Board FRB. The New Jersey Merger Application, the FDIC BMA Application and the FRB Merger Notice are referred to herein as the “Merger Applications” and, together with the Conversion Applications, the “Reorganization Applications.” Concurrently with the execution of Governors this Agreement, the Company is delivering to the Agent copies of the Federal Reserve System Prospectus, dated November , 2007, to be used in the Subscription Offering and Community Offering ("Board"if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering and/or Public Offering, as defined in the Prospectus. Such Prospectus contains information with respect to the Bank, the Company's application to acquire ownership of , Boardwalk Bancorp, Boardwalk Bank, the Bank on Form FRY-3 ("Holding Company Application") Foundation, the Common Stock, the Offering and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBDMerger.

The Offering. The MHC Pursuant to an agreement between the Bank, TFS and the MHC, the Bank will convert be released from the mutual holding company structure and become a mutual savings association. Thereafter, the Bank, in accordance with the Plan of Conversion and Reorganization adopted December __, 2004, as amended (the "Plan"), intends to convert from mutual to stock form. Also, pursuant to the Plan the Company will become the Bank's holding company. Collectively, these transactions are referred to as the "Conversion." The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision ("OTS") from a federally chartered mutual holding company (such laws and the regulations of the OTS are referred to a Delaware chartered stock corporationherein as the "Conversion Regulations"). In connection with the Conversion, each stockholder of the Mid-Tier Holding Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock") pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the Conversion, the Company is offering up to __________ shares of its common offer stock (the "Conversion Stock") in a subscription offering (the "Subscription Offering") and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, on a priority basis to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); Holders (ii) depositors of the Bank with account balances of $50.00 or more as of at the close of business on September 30, 2002 2003 with deposits of at least $50.00); ("ii) the employee stock ownership plan of the Holding Company; (iii) Supplemental Eligible Account Holders") Holders (depositors at the close of business on December 31, 2004 with deposits of at least $50.00); and (iiiiv) Other Members (depositors of the Bank as of at the close of business on _______________, 2002 (other than Eligible Account Holders and Supplemental Eligible Account Holders2005). Concurrently with, at any time during, or promptly after the Subscription rights will expire Offering, and on a lowest priority basis, an opportunity to subscribe may also be offered, if not exercised by 12:00 noonnecessary, New York time, on December ___________, 2002, unless extended (the "Expiration Date"). Subject to the prior rights of holders of subscription rights, Conversion Stock not subscribed for general public in the Subscription Offering is being offered in the a Direct Community Offering to certain members of the general public to whom and/or a copy of the Prospectus is deliveredSyndicated Community Offering or a best efforts basis, with preference given as described in subsection 4(c) below, giving priority to natural persons residing in the New York Ohio Counties of Oswego Franklin and Onondaga Cuyahoga. All capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan. Pursuant to the Plan, the Holding Company is offering a minimum of 510,000 and an anticipated maximum of 690,000 shares (subject to an increase up to 793,500 shares) of common stock, par value $.01 per share (the "CommunityCommon Stock"). The Primary Parties reserve , in the absolute right to reject or accept any orders in Subscription Offering, and, if necessary, (i) the Community Offering in whole or in part, either at the time of receipt of an order or as soon as practicable following the Expiration Date. The Company has filed with the Securities and Exchange Commission and/or (the "SEC"ii) a registration statement on Form S-1 (File No. 333-_________) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the regulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the MHC has filed with the OTS an Application for Conversion on Form AC (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. The Bank has filed an Interagency Bank Merger Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBDSyndicated Community Offering.

The Offering. The MHC will convert Company, in accordance with the Agreement and Plan of Conversion Merger dated as of September 9, 2014 (the "Conversion"“Merger Agreement”) from a federally chartered mutual holding company to a Delaware chartered stock corporation. In connection with the Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", by and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of among the Company's common stock, par value $0.01 per share ("Common Stock") pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). As part of the Conversion, the Bank will convert and Commonwealth, intends to acquire Commonwealth in connection with Commonwealth’s conversion from a New York-chartered savings bank to a national bank. Pursuant the mutual form of organization to the MHC's Plan stock form of Conversion and Reorganization organization (the "Plan") “Conversion”), and in connection immediately thereafter to cause Commonwealth to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the “Conversion Merger”). Pursuant to a Plan of Conversion Merger of Commonwealth Bank with Town Square Bank, adopted by the Board of Directors of each of Commonwealth and the Bank (the “Plan”), the Company is offering will offer and sell up to __________ 144,540 shares (subject to increase up to 166,221 shares) of its common stock stock, $0.01 par value per share (the "Conversion Stock") “Shares”), in a subscription offering (the "“Subscription Offering"”) and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank Commonwealth with account balances of $50.00 or more on deposit as of the close of business on September 30July 31, 2002 2013 ("Supplemental “Eligible Account Holders") and ”), (iii2) depositors of the Bank Commonwealth (other than officers or directors of Commonwealth) with $50.00 or more on deposit as of the close of business on _______________December 31, 2002 2014 (other than Eligible Account Holders and “Supplemental Eligible Account Holders”). Subscription rights will expire if not exercised by 12:00 noon, New York timeand (3) other eligible depositors and eligible borrowers of Commonwealth as of the close of business on March 17, on December ___________, 2002, unless extended 2015 (the "Expiration Date"“Other Members”). Subject to the prior subscription rights of holders of subscription rightsthe above-listed parties, Conversion Stock the Company may offer for sale in a community offering (the “Community Offering” and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering is being offered in the Direct Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, with a preference given first to natural persons (including trusts of natural persons) residing in M▇▇▇▇▇▇▇▇▇ County, Kentucky, next to stockholders of the New York Counties Company as of Oswego the close of business on February 28, 2015, and Onondaga thereafter to cover orders of other members of the general public. It is anticipated that Shares not subscribed for in the Subscription and Community Offering may, upon 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 "Community"“Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). The Primary Parties reserve It is acknowledged that the absolute right to reject or accept any orders purchase of Shares in the Community Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, either at any orders received in the time of receipt of an order Community Offering or as soon as practicable following the Expiration Date. The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (File No. 333-_________) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the regulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the MHC has filed with the OTS an Application for Conversion on Form AC (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. The Bank has filed an Interagency Bank Merger Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBDSyndicated Community Offering.

The Offering. The MHC will convert Bank, in accordance with the Plan of Reorganization from a Mutual Bank to a Mutual Holding Company and Stock Issuance Plan, as amended (the "Conversion") from a federally chartered “Plan”), adopted by the Board of Directors of the Bank, intends to reorganize into the mutual holding company to a Delaware chartered stock corporation. In connection form of organization (the “Reorganization”) in compliance with the Conversion, each stockholder regulations of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") Board of Governors of the Company's common stock, par value $0.01 per share Federal Reserve System ("Common Stock") pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below“FRB”). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion Plan, the Holding Company will offer and Reorganization sell up to 7,224,663 shares (subject to increase up to 8,308,362 shares) (the "Plan"“Shares”) and in connection with the Conversion, the Company is offering up to __________ shares of its common stock stock, $0.01 par value per share (the "Conversion “Common Stock"”) in a subscription offering (the "“Subscription Offering"”) and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with account balances of $50.00 or more Qualifying Deposits (as defined in the Plan) as of the close of business on September 30October 31, 2002 2015 ("Supplemental “Eligible Account Holders"”), (2) and the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (iiithe “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of the close of business on _______________June 30, 2002 2017 (other than Eligible Account Holders and “Supplemental Eligible Account Holders”). Subscription rights will expire if not exercised by 12:00 noon, New York time, on December ___________, 2002, unless extended and (4) Other Members of the "Expiration Date")Bank as defined in the Plan. Subject to the prior subscription rights of holders of subscription rightsthe above-listed parties, Conversion Stock the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering is being offered in the Direct Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, delivered with a preference given first to natural persons and trusts of natural persons residing in the New York Counties of Oswego Bronx, New York, Queens and Onondaga Kings and the New Jersey County of ▇▇▇▇▇▇, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Community"“Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). The Primary Parties reserve It is acknowledged that the absolute right to reject or accept any orders purchase of Shares in the Community 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, either at any orders received in the time Community Offering or Syndicated Community Offering. In addition, as described herein, the Holding Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of receipt shares of an order or Common Stock to ▇▇▇▇▇ De ▇▇▇▇ Foundation (the “Foundation”) (such shares hereinafter being referred to as soon as practicable following the Expiration Date“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 “▇▇▇▇▇ Bank” (the “Stock Bank”), and the 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 Securities and Exchange Commission (the "“SEC"”) a registration statement on Form S-1 (File No. 333-_________333-217275) (the "“Registration Statement") ”), containing a prospectus relating to the Offerings Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933, as amended (the "“1933 Act"”), and has filed such amendments thereof, if any, 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 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 SEC under the 1933 Act (the "“1933 Act Regulations"”)) differing from the prospectus on file at the time the Registration Statement initially becomes 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 SEC. In accordance with the regulations (i) FRB a Combined Notice of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations Mutual Holding Company Reorganization on Form MHC-1 (the "Conversion Regulations"), the MHC has filed with the OTS “Form MHC-1”) and an Application for Conversion on Form AC Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the "Conversion Application"“Form MHC-2”), 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 exhibits and the related Prospectus has been authorized for use by the OTS. The Bank has filed an Interagency Bank Merger Application (the "Bank Merger Application"Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the “MHC Notice”); (ii) with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Conversion Application") with the 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 it in each case has filed such amendments thereto and supplementary materials as may have been approved 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 OCCProspectus. 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 Bank has filed an [MHC Notice, the OCC Applications, the FDIC Application for _____________] (and the "New York Holding Company Application") with , collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBD“Reorganization Applications”.

The Offering. The MHC On November 27, 2007, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”) pursuant to which the Bank will convert from a federally-chartered mutual savings bank to a federally-chartered stock savings bank (the "“Conversion"”) from in accordance with applicable federal law, state law and the applicable rules and regulations of the Office of Thrift Supervision (the “OTS”). Upon completion of the Conversion, and pursuant to the Plan, the Bank will be a federally chartered mutual holding company to a Delaware chartered stock corporationwholly owned subsidiary of the Company. In connection with the Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") Company, a newly formed Maryland corporation, will receive offer shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's ’s common stock, par value $0.01 per share ("the “Common Stock"”), in (i) pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the Conversion, the Company is offering up to __________ shares of its common stock (the "Conversion Stock") in a subscription offering (the "“Subscription Offering"”) and and, if necessary, (ii) a direct community offering (the "Direct “Community Offering"”) and, and if necessary (iii) a syndicated community offering (the “Syndicated Community Offering” and, together with the Subscription Offering and the Community Offering, the "Offerings"“Offering”). Conversion The shares of Common Stock is first being offered to be sold by the Company in the Offering are hereinafter called the “Shares” or “Conversion Shares.” In addition, as described herein, the Company will contribute up to million in cash and shares of Common Stock to The Charitable Foundation, a charitable foundation (the “Foundation”), such shares hereinafter being referred to as the “Foundation Shares.” The Company, the Bank and their subsidiaries are sometimes referred to as the “Century Parties” herein. In the Subscription Offering with nontransferable subscription Offering, non-transferable rights being grantedto subscribe for between and shares (subject to an increase up to shares) of Common Stock will be granted (the “Subscription Rights”), in the following descending order of priority, to (i) current of former depositors with accounts at to: (1) the Bank Bank’s depositors with aggregate account balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with account balances of $50.00 or more as of the close of business on September 30, 2002 2006 ("Supplemental “Eligible Account Holders"”); (2) and the Bank’s tax-qualified employee benefit plans; (iii3) the Bank’s depositors with account balances of the Bank at least $50.00 as of the close of business on _______________, 2002 2007 (other than Eligible Account Holders and “Supplemental Eligible Account Holders”); and (4) the Bank’s depositors as of , 2007 (the “Voting Depositor Record Date”) who were not able to subscribe for Shares under categories (1) or (3). The Company may offer shares of Common Stock for which subscriptions have not been received in the Subscription rights will expire if not exercised by 12:00 noonOffering in the Community Offering, New York timewith preference given (i) first to natural persons residing in counties in which the Bank has an office, on December ___________, 2002, unless extended and (the "Expiration Date"). Subject ii) then to the prior rights of holders of subscription rightsgeneral public. In the event a Community Offering is held, Conversion Stock it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering is being or purchased in the Community Offering may be offered in the Direct Syndicated Community Offering to certain selected members of the general public to whom through a copy syndicate of registered broker-dealers managed by the Agent which are members of the Prospectus Financial Industry Regulatory Authority (“FINRA”). It is delivered, with preference given acknowledged that the number of Shares to natural persons residing be sold in the New York Counties of Oswego and Onondaga (the "Community"). The Primary Parties reserve the absolute right to reject Offering may be increased or accept any orders decreased as described in the Community Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Company may reject, in whole or in part, either at any subscription received in the Community Offering and Syndicated Community Offering. Simultaneously with or immediately following the completion of the Conversion and Offering, the Company will acquire Liberty Bank, N.A., a national banking association (“Liberty”), in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Reorganization (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of November 27, 2007. The Merger will be accomplished in accordance with the laws of the United States and applicable state laws and the applicable regulations of the OTS, the Office of the Comptroller of the Currency (the “OCC”). The Conversion and the Offering will be accomplished in accordance with the laws of the United States and the laws of the State of Maryland and the applicable regulations of the OTS (the “Conversion Regulations”). Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Liberty common stock, par value $10.00 per share (the “Liberty Common Stock”), will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $45.00 in (i) cash without interest, (ii) shares of Company Common Stock, or (iii) a combination of cash and shares of Company Common Stock (the Company Common Stock to be issued in exchange for Liberty Common Stock being referred to herein as the “Merger Shares”). In particular, subject to adjustment, the maximum number of Liberty shares converted into the right to receive cash consideration will be 50% of the total outstanding shares of Liberty Common Stock and the maximum number of Liberty shares of Liberty Common Stock converted into the right to receive stock consideration will be 50% of the total outstanding shares of Liberty Common Stock. Immediately prior to the effective time of the Merger, each outstanding option to purchase Liberty Common Stock will be canceled and exchanged for a cash payment from the Company equal to the excess of the $45.00 merger consideration over the exercise price per share of each option. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Offering and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may be consummated, subject to receipt of an order or as soon as practicable following the Expiration Datenecessary regulatory and depositor approvals. The Company has filed with the U.S. Securities and Exchange Commission (the "SEC"“Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-_________333- ) (the "Registration Statement") containing a prospectus relating in order to the Offerings for the registration of register the Shares under the Securities Act of 1933, as amended (the "1933 “Securities Act"”), and has filed such amendments thereof, if any, and such amended prospectuses thereto as may have been required to the date hereofhereof (the “Registration Statement”). The prospectus, as amended, on file with included in the SEC Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the "“Prospectus," ” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC Commission under the 1933 Securities Act (the "1933 Act Regulations") differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially becomes effective, the term "“Prospectus" ” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SECCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In accordance The Registration Statement also contains a proxy statement/prospectus to be used to solicit proxies of Liberty stockholders with respect to the approval of the Merger and the issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement became effective is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act differing from the proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the term “Proxy Statement/Prospectus” shall refer to the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time said proxy statement/prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The following applications have been filed in connection with the Conversion: (i) an Application on Form H-(e)1 (the “Holding Company Application”) for Election Under Section 10(l) of the Home Owners’ Loan Act (the “HOLA”) has been filed with the Office of Thrift Supervision ("the “OTS"”); and (ii) governing the conversions of savings associations an Application to Convert to Stock Form (the "“Conversion Regulations")Application”) has been filed with the OTS. The Holding Company Application and the Conversion Application are referred to herein as the “Conversion Filings.” The Conversion Application includes, among other things, the MHC Plan. The following applications have been filed in connection with the Merger: (i) an Interagency Bank Merger Act Application (the “BMA Application”) has been filed with the OTS an Application for Conversion on Form AC and (ii) a Merger Notice (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 “OCC Merger Notice”) has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. The Bank has filed an Interagency Bank Merger Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] (BMA application and the "New York Application") OCC Merger Notice are referred to herein as the “Merger Applications” and, together with the New York State Banking Department Conversion Filings are referred to as the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Company is delivering to the Agent copies of the Prospectus, dated , 2008, to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the "NYSBD") Prospectus and it has been approved by any prospectus supplement for use in the NYSBDSyndicated Community Offering and/or Public Offering, as defined in the Prospectus. Such Prospectus contains information with respect to the Bank, the Company, Liberty, the Foundation, the Common Stock, the Offering and the Merger.

The Offering. The MHC will convert Bank, in accordance with the SSB Bank Plan of Mutual Holding Company Reorganization and Minority Stock Issuance, dated as of August 23, 2017 (the "Conversion") “Plan”), intends to convert from mutual to stock form and to reorganize into a federally chartered mutual holding company to structure as a Delaware chartered stock corporationwholly owned subsidiary of the Company, which in turn will be a majority-owned subsidiary of the MHC (the “Reorganization”). 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. In connection with the Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock") pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the ConversionReorganization, the Company is offering up to __________ will offer shares of its common stock stock, $0.01 par value per share (the "Conversion “Common Stock") ”), in a subscription offering (the "“Subscription Offering"”) and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with account balances of $50.00 or more on deposit as of the close of business on June 30, 2016 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Bank, and (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2002 2017 ("“Supplemental Eligible Account Holders") and (iii) depositors of the Bank as of the close of business on _______________, 2002 (other than Eligible Account Holders and Supplemental Eligible Account Holders”). Subscription rights will expire The Company may offer Shares (as hereinafter defined), if not exercised by 12:00 noonany, New York time, on December ___________, 2002, unless extended (the "Expiration Date"). Subject to the prior rights of holders of subscription rights, Conversion Stock not subscribed for in remaining after the Subscription Offering is being offered in the Direct Community Offering a community offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, delivered (the “Community Offering”) with a preference given to natural persons and trusts of natural persons residing in Allegheny County, Pennsylvania. In the New York Counties of Oswego and Onondaga (event a Community Offering is held, it may be held at any time during or promptly after the "Community")Subscription Offering. The Primary Parties reserve Depending on market conditions, Shares available for sale but not subscribed for in the absolute right to reject Subscription Offering or accept any orders purchased in the Community Offering in whole or in partmay, either at the time request of receipt 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 Section 4(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 650,250 shares and a maximum of 879,750 shares (subject to an order or as soon as practicable following increase up to 1,011,712 shares) of Common Stock (the Expiration Date“Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Offering, pursuant to the Plan, up to 45% of the outstanding shares of Common Stock of the Company will be publicly held and 100% of the outstanding common stock of the Bank will be held by the Company. The Company has filed will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (File No. 333-_________) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effectivePlan, the term "Prospectus" “Shares” 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 SEC. In accordance with the regulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the MHC has filed with the OTS an Application for Conversion on Form AC (the "Conversion Application"), including the prospectus, and has filed such amendments thereto, if anylesser number, 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. The Bank has filed an Interagency Bank Merger Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the Board of Governors of the Federal Reserve System ("Board") the Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application") and has received approval of its acquisition of the Bank from the Board. The Bank has filed an [Application for Conversion to a National Bank] (the "Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an [Application for _____________] (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBDapplicable.