Common use of The Offering Clause in Contracts

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (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 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization initially adopted on June 16, as amended 2010 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 1,700,000 shares and a maximum of 3,277,500 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 912,933 shares and a maximum of 1,899,748 1,235,145 shares of its Common Stock (subject to an increase of up to 2,184,710 1,420,417 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the The Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (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 2,422,500 2,921,875 shares and a maximum of 3,277,500 3,953,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 4,546,094 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,143,154 shares and a maximum of 1,899,748 2,899,561 shares of its Common Stock (subject to an increase of to up to 2,184,710 3,334,496 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted December 2, as amended 2009 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Delaware corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Voting Members (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 2,422,500 shares 2,040,000 and a maximum of 3,277,500 2,760,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,174,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,340,136 and a maximum of 1,899,748 1,813,125 shares of its Common Stock (subject to an increase of up to 2,184,710 2,085,093 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHCPrimary Parties, in accordance with the Plan of Conversion and Reorganizationof Xxxxxxx Co-operative Bank, dated as amended of March 9, 2022 (the “Plan”), intends adopted by the Boards of Directors of the Primary Parties, intend to convert from the federallymutual co-chartered mutual holding company operative form of organization to the a stock holding company co-operative bank form of organization (the “Conversion”) in accordance compliance with federal laws and the laws of the United States rules and 12 C.F.R. Part 259 (Regulation MM) regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) ), the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all 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). Pursuant to In connection with the PlanConversion, the Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 will offer shares of its common stock, $0.01 par value $0.01 per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on December 31, 2020 (“Eligible Account Holders”), (2) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 10, 2022 (“Supplemental Eligible Account Holders”), and (3) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”). In addition, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons residing in the Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthrop. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to an increase of up to 3,769,125 12,233,125 shares) of Common Stock (the “Offer Shares”), ) in the Subscription Offering, and, if necessary, (1) in the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”)share. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where as applicable. The Shares offered for sale in the Offering and 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.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 23, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3ii) Supplemental Eligible Account Holders; and (4iii) Other Depositors Members (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 2,422,500 shares 1,912,500 and a maximum of 3,277,500 2,587,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,975,625 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,413,993 and a maximum of 1,899,748 1,913,049 shares of its Common Stock (subject to an increase of up to 2,184,710 2,200,007 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHCOn February 28, in accordance with 2011, the Board of Directors of the Bank adopted a Plan of Conversion and ReorganizationConversion, as amended on March 11, 2011 (the “Plan”), intends to convert which provides for (i) the conversion of the Bank from the federally-a Maryland chartered mutual holding company savings bank into a Maryland commercial bank, a stock form of organization to the stock holding company form of organization (the “Conversion”) organization, in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors applicable regulations of the Federal Reserve System Deposit Insurance Corporation (“FDIC”) and the Maryland Office of the Commissioner of Financial Regulation (the “Federal Reserve BoardCommissioner”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). In connection with Upon completion of the Conversion, the Holding Company Bank will offer shares of Common Stock (as defined below) on be a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans wholly owned subsidiary of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan)Company. Pursuant to As part of the Plan, the Holding Company is offering a minimum up to 448,500 shares (subject to an increase of 2,422,500 shares and a maximum of 3,277,500 shares up to 515,775 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) (subject to an increase of up to 3,769,125 shares) a subscription offering (the “Offer Shares”), in the Subscription Offering, ”) and, if necessary, (1ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering and/or (2) the Syndicated Community Offering (collectivelyOffering, the “Offering”), in connection with the Conversion. The Holding Company will sell issue the Offer Shares in the Offering at a purchase price of $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable.where

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted April 8, as amended 2014 (the “Plan”), intends to convert from the federallya two-chartered tier mutual holding company form of organization to the a fully public stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 239 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (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 2,422,500 1,700,000 shares and a maximum of 3,277,500 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,097,324 shares and a maximum of 1,899,748 1,484,614 shares of its Common Stock (subject to an increase of up to 2,184,710 1,707,306 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company and 13,000 shares of its preferred stock to the U.S. Department of the Treasury (together the “Exchange Shares”) in exchange for their existing shares of common stock and preferred stock, respectively, of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of preferred stock will be held by the U.S. Department of the Treasury, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted October 18, 2011, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 904,103 shares and a maximum of 3,277,500 1,223,198 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 1,406,677 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 583,397 shares and a maximum of 1,899,748 789,302 shares of its Common Stock (subject to an increase of up to 2,184,710 907,698 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 19, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Delaware corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (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 2,422,500 shares 33,150,000 and a maximum of 3,277,500 44,850,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 51,577,500 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 11,379,252 and a maximum of 1,899,748 15,395,458 shares of its Common Stock (subject to an increase of up to 2,184,710 17,704,777 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 18, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 2,295,000 and a maximum of 3,277,500 3,105,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,570,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,878,444 and a maximum of 1,899,748 2,541,424 shares of its Common Stock (subject to an increase of up to 2,184,710 2,922,638 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted July 12, 2011, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 4,675,000 and a maximum of 3,277,500 6,235,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 7,273,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 2,918,641 and a maximum of 1,899,748 3,948,750 shares of its Common Stock (subject to an increase of up to 2,184,710 4,541,062 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended Reorganization (the “"Plan”"), intends to convert from the federally-federally chartered mutual holding company form of organization to the stock holding company form of organization (the “"Conversion”") in accordance with the laws of the United States of America and 12 C.F.R. Part 259 239 ("Regulation MM") of the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") (collectively, the “"Conversion Regulations”"). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (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 2,422,500 1,645,286 shares and a maximum of 3,277,500 2,225,975 shares of common stock, par value $0.01 per share (the “"Common Stock”") (subject to an increase of to up to 3,769,125 2,559,871 shares) (the “"Offer Shares”"), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “"Offering”"). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “"Purchase Price”"). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 649,715 shares and a maximum of 1,899,748 879,026 shares of its Common Stock (subject to an increase of to up to 2,184,710 1,010,879 shares) (the “"Exchange Shares”") to existing public stockholders of the Mid-Tier Holding Company Bank in exchange for their existing shares of the Mid-Tier Holding Company Bank (the “"Exchange”") so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed referred to as the “"Shares.” " If the number of Shares is increased or decreased in accordance with the Plan, the term “"Shares” " shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 239 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or the Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (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 2,422,500 1,207,986 shares and a maximum of 3,277,500 1,634,334 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 1,879,484 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,002,014 shares and a maximum of 1,899,748 1,355,666 shares of its Common Stock (subject to an increase of to up to 2,184,710 1,559,016 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 9, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (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 2,422,500 shares 3,346,875 and a maximum of 3,277,500 4,528,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,207,344 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 2,717,781 and a maximum of 1,899,748 3,676,998 shares of its Common Stock (subject to an increase of up to 2,184,710 4,228,548 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 23, as amended 2010, (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3ii) Supplemental Eligible Account Holders; and (4iii) Other Depositors Members (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 2,422,500 shares 1,912,500 and a maximum of 3,277,500 2,587,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,975,625 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,414,361 and a maximum of 1,899,748 1,913,547 shares of its Common Stock (subject to an increase of up to 2,184,710 2,200,579 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHCBank, in accordance with the Plan of Conversion Reorganization and ReorganizationStock Issuance adopted May 18, as amended 2004 (the “"Plan”"), intends to convert from the federally-chartered mutual to stock form and to reorganize into a federal mutual holding company form structure as a wholly owned subsidiary of organization to the stock holding company form Holding Company which in turn will be a majority-owned subsidiary of organization the MHC (the “Conversion”) "Reorganization"). The Reorganization is being conducted in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”"OTS") (collectively, such laws and the “Conversion regulations are referred to herein as the "MHC Regulations”"). In connection with the ConversionReorganization, the Holding Company will offer shares of Common Stock (as defined below) stock on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Tax Qualified Employee Stock Benefit Plans Plan of the Bank ("Employee Plan") of the Holding Company or BankCompany; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 3,400,000 and a maximum of 3,277,500 4,600,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,290,000 shares) of common stock, $0.01 par value per share (the “Offer Shares”"Common Stock"), in the Subscription Offering, and, if necessary, (1i) the Direct Community Offering and/or (2ii) the a Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares offer and a maximum of 1,899,748 sell shares of its Common Stock (subject to an increase of up to 2,184,710 sharesthe "Shares") in the Subscription Offering, Direct Community Offering, and/or Syndicated Community Offering (the “Exchange Shares”) to existing public stockholders of the Mid-Tier "Offering"). The Holding Company may offer Shares, if any, remaining after the Subscription Offering, in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so thatDirect Community Offering with a preference to natural persons residing in Ada, upon completion of the Offering Canyon, Elmore and the ExchangeGem Counties, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly heldIdaho, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.and

The Offering. The MHC, in accordance 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 ReorganizationReorganization (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 “Plan”"1933 Act"), intends and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to convert 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 federally-chartered mutual holding company form of organization prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the stock holding company form of organization prospectus filed pursuant to Rule 424(b) or (c) from and after the “Conversion”) in time said prospectus is filed with the SEC. In accordance with the laws regulations of the United States 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 12 C.F.R. Part 259 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 (Regulation MMthe "Bank Merger Application") of 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 (the “Federal Reserve "Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (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 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1") the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant Company's application to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock acquire ownership of the Bank will be held 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 Holding Company, and OCC. The Bank has filed an [Application for _____________] (the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance "New York Application") with the Plan, New York State Banking Department (the term “Shares” shall mean such greater or lesser number, where applicable"NYSBD") and it has been approved by the NYSBD.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted July 8, as amended 2010 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 1,593,750 and a maximum of 3,277,500 2,156,250 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,479,688 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 904,481 and a maximum of 1,899,748 1,223,709 shares of its Common Stock (subject to an increase of up to 2,184,710 1,407,266 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted March 10, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 7,905,028 shares and a maximum of 3,277,500 10,694,973 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 12,299,628 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 5,297,010 shares and a maximum of 1,899,748 7,166,607 shares of its Common Stock (subject to an increase of up to 2,184,710 8,241,189 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 18, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 2,295,000 and a maximum of 3,277,500 3,105,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,570,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,878,444 and a maximum of 1,899,748 2,541,424 shares of its Common Stock (subject to an increase of up to 2,184,710 2,922,638 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHCBank, in accordance with the Plan plan of Conversion and Reorganization, as amended conversion adopted by the Board of Directors of the Bank (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company following will offer shares of Common Stock (as defined below) on a priority basis to occur: (1) Eligible Account Holdersthe Bank will convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (3) Supplemental Eligible Account Holders; and (4) Other Depositors (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 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The ; and (3) the Holding Company will sell issue the Offer Shares common stock in the Offering at $10.00 per share (as provided in the “Purchase Price”)Plan. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 offer and sell up to 3,392,500 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 3,901,375 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 2009 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of (“Supplemental Eligible Account Holders”), and (4) Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the Michigan Counties of Midland, Saginaw, Bay, Clare, Xxxxxxx, Xxxxxxxx, Gratiot, Shiawassee, Genesee and Tuscola, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Exchange SharesOffering”) ). It is acknowledged that the purchase of Shares in the Offering is subject to existing public the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Bank is a federal mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the terms of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so thatPlan, upon completion of the Offering Conversion and the ExchangeOffering, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock legal existence of the Bank will not terminate but the Bank will be held a continuation of the entity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company, Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the MHC and Commission under the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed 1933 Act (the “Shares.” If 1933 Act Regulations”) differing from the number of Shares is increased or decreased in accordance with prospectus on file at the Plantime the Registration Statement initially became effective, the term “SharesProspectus” shall mean refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 13, 2010 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such greater or lesser numberamendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, where applicablethe Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on May 28, as amended 2013 (the “Plan”), intends to convert from the federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s tax qualified employee benefit plans, including the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan (“ESOP”); (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 451,563 and a maximum of 3,277,500 610,938 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 702,579 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 361,185 and a maximum of 1,899,748 488,662 shares of its Common Stock (subject to an increase of up to 2,184,710 561,962 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on March 2, as amended 2015 (the “Plan”), intends to convert from the federally-a federally chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 1,275,000 shares and a maximum of 3,277,500 1,725,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 1,983,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 959,956 shares and a maximum of 1,899,748 1,298,764 shares of its Common Stock (subject to an increase of up to 2,184,710 1,493,579 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 22, 2010, as amended and restated (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). References to the OTS herein shall include, if applicable, any successor agency. In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank, excluding the Bank’s Employee Savings/401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 3,293,750 shares and a maximum of 3,277,500 4,456,250 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,124,688 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,233,748 shares and a maximum of 1,899,748 3,022,130 shares of its Common Stock (subject to an increase of up to 2,184,710 3,475,450 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States of America and 12 C.F.R. Part 259 239 (“Regulation MM”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (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 2,422,500 1,381,250 shares and a maximum of 3,277,500 1,868,750 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 2,149,063 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 267,067 shares and a maximum of 1,899,748 361,325 shares of its Common Stock (subject to an increase of to up to 2,184,710 415,524 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed referred to as the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 22, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). References to the OTS herein shall include, if applicable, any successor agency. In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank, excluding the Bank’s Employee Savings/401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 3,081,250 shares and a maximum of 3,277,500 4,168,750 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 4,794,063 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,089,636 shares and a maximum of 1,899,748 2,827,154 shares of its Common Stock (subject to an increase of up to 2,184,710 3,251,228 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted April 8, 2014, as amended (the “Plan”), intends to convert from the federallya two-chartered tier mutual holding company form of organization to the a fully public stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (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 2,422,500 1,700,000 shares and a maximum of 3,277,500 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,097,324 shares and a maximum of 1,899,748 1,484,614 shares of its Common Stock (subject to an increase of up to 2,184,710 1,707,306 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company and _____ shares of its preferred stock to the U.S. Department of the Treasury (together the “Exchange Shares”) in exchange for their existing shares of common stock and preferred stock, respectively, of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted January 17, as amended 2012 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 2,337,500 and a maximum of 3,277,500 3,162,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,636,875 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering and/or (iii) the Public Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,877,961 and a maximum of 1,899,748 2,540,771 shares of its Common Stock (subject to an increase of up to 2,184,710 2,921,887 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted September 9, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 5,578,125 and a maximum of 3,277,500 7,546,875 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 8,678,906 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 3,437,460 and a maximum of 1,899,748 4,650,682 shares of its Common Stock (subject to an increase of up to 2,184,710 5,348,284 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted March 10, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 8,712,500 shares and a maximum of 3,277,500 11,787,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 13,555,625 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 5,837,909 shares and a maximum of 1,899,748 7,898,347 shares of its Common Stock (subject to an increase of up to 2,184,710 9,083,099 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on November 27, 2012 as amended (the “Plan”), ) intends to convert from the federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified tax qualified plans, including the Bank's Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan (“ESOP”) and 401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 11,475,000 and a maximum of 3,277,500 15,525,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering and/or (iii) the Public Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 6,781,928 and a maximum of 1,899,748 9,175,550 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted August 11, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 2,365,000 and a maximum of 3,277,500 3,565,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 4,099,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,792,183 and a maximum of 1,899,748 2,424,717 shares of its Common Stock (subject to an increase of up to 2,184,710 2,788,424 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 22, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank, excluding the Bank’s Employee Savings/401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 2,034,050 shares and a maximum of 3,277,500 2,751,950 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,164,743 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). If the Primary Parties do not receive orders for at least 2,034,050 Offer Shares in the Offering, then as few as 1,728,943 Offer Shares may be sold in the Offering and up to 305,107 shares issued to stockholders of Southern Connecticut Bancorp as merger consideration in the merger transaction discussed below can be counted in order to meet the 2,034,050 share minimum. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,381,313 shares and a maximum of 1,899,748 1,868,836 shares of its Common Stock (subject to an increase of up to 2,184,710 2,149,161 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted January 17, 2012, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares [min] and a maximum of 3,277,500 [max] shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 [super max] shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 ___ per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares [min exchange] and a maximum of 1,899,748 [max exchange] shares of its Common Stock (subject to an increase of up to 2,184,710 [super max exchange] shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 239 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or the Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (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 2,422,500 2,921,875 shares and a maximum of 3,277,500 3,953,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 4,546,094 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,143,154 shares and a maximum of 1,899,748 2,899,561 shares of its Common Stock (subject to an increase of to up to 2,184,710 3,334,496 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHCOn April 23, in accordance with 1998, the Board of Directors of the ------------ Bank adopted a Plan of Conversion and Reorganization, as amended Reorganization (the “"Plan”), intends to convert from ") which provides for the federallyreorganization of the Bank into a two-chartered tier mutual holding company form structure, the issuance of organization all of the Bank's outstanding Common Stock to the stock holding company form of organization Holding Company (the “Conversion”) in accordance with "Reorganization"), and the laws issuance of a majority of the United States and 12 C.F.R. Part 259 (Regulation MM) outstanding common stock to the MHC. Upon completion of the Board of Governors Reorganization, the Bank will be a wholly owned subsidiary of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, Holding Company and the Holding Company will offer shares of Common Stock (as defined below) on be a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans majority owned subsidiary of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan)MHC. Pursuant to the Plan, the The Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 up to 3,484,500 shares of common stock, par value $0.01 .10 per share (the “"Common Stock”") (subject to an increase of up to 3,769,125 4,007,175 shares) (the “Offer Shares”), in (i) a subscription offering (the "Subscription Offering"), and, if necessary, (1ii) a direct community offering (the "Direct Community Offering and/or Offering") and (2iii) a syndicated community offering (the "Syndicated Community Offering Offering"), in connection with the conversion and reorganization of the Bank from a mutual savings association to a stock savings association and wholly-owned subsidiary of the Holding Company (collectivelythe "Reorganization"), all pursuant to the “Offering”Plan of Reorganization from a Mutual Savings Association to Mutual Holding Company and Stock Issuance Plan (the "Plan"). The References to the Bank herein shall include the Bank in its current mutual form or post-Reorganization stock form as a wholly-owned subsidiary of the Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”)Company. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares offer and a maximum of 1,899,748 sell shares of its Common Stock (subject to an increase of up to 2,184,710 sharesthe "Conversion Shares" or "Shares") in the Subscription Offering, Direct Community Offering, and Syndicated Community Offering (collectively, the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”"Conversion Offerings" or "Offering") so that, upon completion of the Offering and Conversion Offerings, the Exchange, 100purchasers of Conversion Shares in the Conversion Offerings will own 46.6% of the outstanding shares of Common Stock of and the Holding Company MHC will be publicly held, 100own 53.4% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Common Stock. The Holding Company will cease to existissue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Conversion Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.increased

The Offering. The MHC, in accordance with the Pursuant to an Amended Plan of Conversion and ReorganizationPlan 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"). 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). Following the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank ("Bank Conversion"). Pursuant to the Plan of 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. 333-99347) (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 “Plan”"1933 Act"), intends and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to convert 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 federallyprospectus 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 Prospectus, 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-chartered mutual S, and thereby become a savings and loan holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance "Holding Company"). In connection with the laws of H-(e) 1-S, the United States Company has also filed applications to form three interim federal savings banks. The Conversion Application has been approved by the OTS and 12 C.F.R. Part 259 the related Prospectus has been authorized for use by the OTS. The Bank has filed an Interagency Bank Merger Act Application (Regulation MMthe "Bank Merger Application") of 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 (the “Federal Reserve "Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (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 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1") the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant Company's application to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock acquire ownership of the Bank will be held 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 Holding Company, and OCC. The Bank has filed an application to merge (the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance "New York Application") with the Plan, New York State Banking Department (the term “Shares” shall mean such greater or lesser number, where applicable"NYSBD") and it has been approved by the NYSBD.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted August 27, 2009, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (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 2,422,500 shares 53,975,000 and a maximum of 3,277,500 73,025,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 83,978,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will establish a charitable foundation (the “Foundation”) as part of the Conversion. The Holding Company intends to fund the Foundation with cash and shares of Common Stock (the “Foundation Shares”) in an aggregate amount that does not exceed 2% of the gross proceeds of the Offering. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 32,760,977 and a maximum of 1,899,748 44,358,969 shares of its Common Stock (subject to an increase of up to 2,184,710 51,027,814 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares, the Foundation Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted December 14, as amended 2009, (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 8,287,500 and a maximum of 3,277,500 11,212,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 12,894,375 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,421,201 and a maximum of 1,899,748 1,922,801 shares of its Common Stock (subject to an increase of up to 2,184,710 2,211,221 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted September 9, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (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 2,422,500 shares 5,578,125 and a maximum of 3,277,500 7,546,875 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 8,678,906 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 3,437,460 and a maximum of 1,899,748 4,650,682 shares of its Common Stock (subject to an increase of up to 2,184,710 5,348,284 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. Additionally, pursuant to the Plan, the Holding Company will make a $500,000 cash contribution to SI Financial Group Foundation, Inc., a charitable foundation organized under Delaware law.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended Reorganization (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States of America and 12 C.F.R. Part 259 239 (“Regulation MM”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (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 2,422,500 1,381,250 shares and a maximum of 3,277,500 1,868,750 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 2,149,063 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 267,067 shares and a maximum of 1,899,748 361,325 shares of its Common Stock (subject to an increase of to up to 2,184,710 415,524 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed referred to as the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (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 2,422,500 shares and a maximum of 3,277,500 up to 1,805,500 shares of common stock, par value $0.01 .01 per share (the “"Common Stock”") (subject to an increase of up to 3,769,125 2,076,325 shares), in a concurrent subscription offering (the "Subscription Offering") and community offering (the "Community Offering") (together the “Offer Shares”"Subscription and Community Offering") in connection with the conversion of the Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank and the issuance of all of the Bank's outstanding common stock to the Holding Company (the "Conversion") pursuant to the Bank's plan of conversion (the "Plan"). Non-transferable rights to subscribe for the Common Stock ("Subscription Rights") will be granted, in the following priority in the Subscription Offering, and, if necessary, : (1) the Community Offering and/or Bank's depositors with account balances of $50.00 or more as of June 30, 1995 ("Eligible Account Holders"); (2) tax-qualified employee benefit plans of the Syndicated Community Offering Bank and the Holding Company (collectively"Tax-Qualified Employee Plans"); (3) the Bank's depositors with account balances of $50.00 or more as of December 31, 1996 ("Supplemental Eligible Account Holders"); (4) members and certain borrowers of the “Offering”)Bank at the close of business on ____________; and (5) employees, officers and directors of the Bank. The Holding Company will sell issue such number of shares of its Common Stock upon the Offer Shares in Conversion as is subscribed for, up to 1,805,500 shares (the Offering "Shares") (subject to increase up to 2,076,325 shares) at a purchase price of $10.00 per share (the “"Purchase Price”"). Pursuant to the Plan, the The Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding is simultaneously offering all shares of Common Stock of not subscribed for in the Holding Company will be publicly heldSubscription Offering, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Companyif any, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.a direct Community

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 9, as amended 2010 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (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 2,422,500 shares 3,346,875 and a maximum of 3,277,500 4,528,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,207,344 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 2,717,781 and a maximum of 1,899,748 3,676,998 shares of its Common Stock (subject to an increase of up to 2,184,710 4,228,548 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.