Common use of The Offering Clause in Contracts

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion adopted by the Board of Directors of the Savings Bank (the "Plan"), intends to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all of its issued and outstanding stock to the Company. The Company will offer and sell its common stock (the "Common Stock") in a subscription offering ("Subscription Offering") to (1) depositors of the Savings Bank as of June 30, 1997 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering") conducted after the Subscription Offering and the Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering or Direct Community Offering. The Company and the Savings Bank desire to retain Capital Resources to assist the Company with its sale of the Shares in the Offering. By and through this Agreement, the Company and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the Offering.

The Offering. The Savings Bank, in accordance with its Plan of Reorganization from Mutual Saving Bank to Mutual Holding Company and pursuant to its plan of conversion Stock Issuance Plan adopted by the its Board of Directors of the Savings Bank Trustees and subsequently amended and restated (the "Plan"), intends to be converted convert from a federally New York State chartered mutual savings bank to a federally New York State chartered stock savings bank bank, and will sell issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to 609,500 shares of its common stock stock, par value, $.01 per share (the "Shares" or "Common Stock") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with account balances of $100.00 or more as of June September 30, 1997 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings BankOswego County Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Savings Bank with account balances of $100.00 or more as of December March 31, 1998 1999 ("Supplemental Eligible Account Holders"), and (4) certain other members employees, officers and trustees of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (Bank. To the "Shares"). Subject to extent Shares remain unsold in the prior subscription rights of the above-listed parties, and, depending on market conditionsSubscription Offering, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after ), the Shares not so subscribed for or ordered in the Subscription Offering and to members of the Company may offer its Common Stock for sale in a public offering general public, with preference given to selected natural persons residing Oswego County (the "Public Offering,Other Subscribers") conducted after the Direct Community Offering. The Public Offering), the Direct Community Offering and Subscription Offering are refereed to collectively as the "Offering," and (all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold "). It is anticipated that shares not subscribed for in the Public Subscription and Community Offering by will be offered to certain members of the general public on a selling group of broker-best efforts basis through a selected dealers organized arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and managed by Capital ResourcesSyndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Reorganization." The Company will issue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). In connection with the Reorganization and pursuant to the Savings Bank desire to retain Capital Resources to assist the Company with its sale terms of the Shares Plan as described in the Offering. By Prospectus (as hereinafter defined), immediately following the consummation of the Reorganization, subject to the approval of the members of Bank and through this Agreementcompliance with certain conditions as may be imposed by regulatory authorities, the Company and will contribute newly issued Common Stock equal to 4% of such Shares sold in the Savings Bank confirm Reorganization to the retention of Capital Resources Oswego County Charitable Foundation (the "Foundation") such shares hereinafter being referred to assist as the Company and the Savings Bank during the Offering("Foundation Shares").

The Offering. The Savings BankAssociation, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted convert from a federally chartered mutual savings bank to a federally chartered stock savings bank association, and will sell to issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to 2,254,000 shares of its common stock stock, par value $0.01 per share (the "Shares" or "Common Stock") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank Association with savings accounts as of June 30March 31, 1997 1995 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings BankAssociation's Employee Stock Ownership Plan ("ESOP"), (3) depositors of the Savings Bank Association with savings accounts as of December 31September 30, 1998 1996 ("Supplemental Eligible Account Holders"), ) and (4) certain other members depositors of the Savings Bank Association (other than Eligible Account Holders and Supplemental Eligible Account Holders) [AND CERTAIN BORROWERS OF THE BANK] as of _______, 1996 ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and, when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, with a preference given to natural persons who are permanent residents of Park, Gallatin and the Company may offer its Common Stock for sale in a public offering to selected persons Sweet Grass Counties of Montana (the "Public Offering,Local Community") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the ("Offering," and Other Subscribers") (all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold "). It is anticipated that shares not subscribed for in the Public Subscription and Community Offering by will be offered to members of the general public on a selling group of broker-best efforts basis through a selected dealers organized arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and managed by Capital ResourcesSyndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The Company has filed with the Securities and Exchange Commission (the Savings Bank desire "Commission") a registration statement on Form S-1 (File No. 33-_______) (the "Registration Statement") containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering for the registration of the Shares in under the OfferingSecurities Act of 1933 (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. By 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 Company pursuant to Rule 424(b) or (c) of the rules and through this Agreementregulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 563b (the "Conversion Regulations"), the Bank has filed with the Office of Thrift Supervision (the "OTS") an Application for Conversion (the "Conversion Application"), including the prospectus, and has filed such amendments thereto, if any, as may have been required by the OTS. The Conversion Application has been [APPROVED] by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H- (e)1-S (the "Holding Company Application") to become a registered savings and loan holding company under Section 10 of the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the OfferingHome Owners' Loan Act, as amended ("SLHCA"), which has been [APPROVED].

The Offering. The Savings Bank, in In accordance with and pursuant to its plan a Plan of conversion Conversion (the “Plan” or “Plan of Conversion”) adopted by the Board of Directors of the Savings Bank, the Bank (the "Plan"), intends to be converted will convert from a federally federally-chartered mutual savings bank association to a federally chartered public stock savings bank holding company structure and will sell all 100% of its issued and outstanding shares of common stock to the Company. The In addition, pursuant to the Plan, and the Company will offer and sell its common stock 10,350,000 shares (subject to an increase up to 11,902,500 shares in the event of an over subscription) of the Company’s Common Stock, par value $0.01 per share (the "“Common Stock") ”). The shares of the Common Stock to be sold by the Company are hereinafter called the “Shares.” Pursuant to the Plan, the Company will offer and sell up to 10,350,000 of its Common Stock, in a subscription offering ("the “Subscription Offering"”) to to: (1) depositors of the Savings Bank with Qualifying Deposits, as defined in the Plan, as of June 30February 28, 1997 2006 ("“Eligible Account Holders"”), ; (2) tax qualified employee benefit plans Tax-Qualified Employee Stock Benefit Plans of the Savings Bank, Bank or the Company (as defined in the Plan); (3) depositors of the Savings Bank with Qualifying Deposits as of December 31[ • ], 1998 2007 ("“Supplemental Eligible Account Holders"”), ; and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of , as defined in the Plan (“Other Members”). The Common Stock to be sold by the Company in the Offering (as defined below) is hereinafter called the "“Shares"). .” Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "“Community Offering,” or “Direct Community Offering",” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) conducted which may be commenced concurrently with, during, or after the Subscription Offering and the Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") conducted after the Direct Community Offering. The Public Offering, the Direct Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons residing in the Bank’s Community Reinvestment Act assessment area, which consists of the New York counties of Onondaga, Madison, Oneida and Oswego, the Tennessee counties of Coffee, Dekalb, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and White, the Texas counties of ▇▇▇▇▇, ▇▇▇▇ and Cherokee and the Massachusetts county of Middlesex (“Preferred Subscribers”). It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” The Company has filed with the United States Securities and Exchange Commission (the Savings Bank desire “SEC”) a registration statement on Form S-1 (File No. 333-______) (the “Registration Statement”) containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering for the registration of the Shares in under the OfferingSecurities 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. By The term “Registration Statement” shall include any documents incorporated by reference therein and through this Agreementall financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with Title 12, Parts 575 and 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the OTS (the “Conversion Application”). The Company has also filed with the OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1 (the “Holding Company Application”) under the Home Owners’ Loan Act of 1933, as amended, and the Savings Bank confirm regulations promulgated thereunder (the retention of Capital Resources to assist the Company and the Savings Bank during the Offering“HOLA”).

The Offering. The Savings BankPursuant to a Registration Statement on Form S-1, in accordance with and pursuant hereinafter described, the Company intends to its plan distribute to the holders of conversion adopted by the Board of Directors of the Savings Bank record (the "PlanCurrent Shareholders"), intends to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all ) of its issued and outstanding stock to the Company. The Company will offer and sell its 's common stock stock, $0.01 par value per share (the "Common Stock"), as of March 26, 1997 (the "Record Date"), subscription rights (the "Subscription Rights") in to subscribe for and purchase up to an aggregate of 2,701,619 Shares of Common Stock of the Company ("Shares") at a subscription offering price of $___ per share ("Subscription Price"). Each Current Shareholder will receive a non-transferable right to subscribe for and purchase one additional share of Common Stock for each whole share of Common Stock owned on the Record Date. Such offering of Subscription Rights to Current Shareholders is referred to as the "Rights Offering" and shall be deemed to commence upon the date of the first general mailing of the prospectus, as hereinafter defined ("Commencement Date"). Upon completion of the Rights Offering, the Company will offer shares not subscribed for in the Rights Offering to members of the general public (the "Community Offering") to (1) depositors whom a copy of the Savings Bank prospectus (as of June 30, 1997 ("Eligible Account Holders"), (2hereinafter defined) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), is delivered and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the abovethrough participating registered broker-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices dealers in a direct concurrent syndicated community offering (the "Direct Syndicated Community Offering") conducted after ). The Rights Offering, the Subscription Community Offering and the Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") conducted after the Direct Syndicated Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering together, are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering or Direct Community Offering. The Company has filed with the Securities and Exchange Commission ("Commission") a registration statement on Form S-1 (File No. 333-___________), including exhibits ("Registration Statement"), containing a prospectus relating ▇o ▇▇▇ ▇▇▇▇rin▇, ▇or the Savings Bank desire to retain Capital Resources to assist the Company with its sale registration of the Shares in under the OfferingSecurities Act of 1933 ("1933 Act"), and has filed such amendments and supplements thereto, if any, and such amended prospectuses and supplemented prospectuses as may have been required to the date hereof. By The prospectus, as amended, on file with the Commission at the time the Registration Statement initially becomes 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 through this Agreementregulations of the Commission under the 1933 Act ("1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the Company term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the Savings Bank confirm time said prospectus is filed with the retention of Capital Resources to assist the Company and the Savings Bank during the OfferingCommission.

The Offering. The Savings BankAssociation, in accordance with and pursuant to its plan of conversion adopted by the Board of Directors of the Savings Bank Association (the "Plan"), intends to be converted from a federally chartered mutual savings bank association to a federally chartered stock savings bank association and will change its name to Peoples Community Bank and sell all of its issued and outstanding stock to the Holding Company. These events along with the simultaneous issuance of common stock by the Holding Company are referred to as the "Conversion." The Holding Company will offer and sell its common stock (the "Common Stock" or the "Shares") in a subscription offering ("Subscription Offering") to (1) depositors of the Savings Bank Association with $50.00 or more on deposit as of June 30December 31, 1997 1996 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank Association with $50.00 or more on deposit as of December March 31, 1998 ("Supplemental Eligible Account Holders"), ) and (43) certain other members deposit account holders of the Savings Bank Association as of a voting record date and borrowers of the Association with loans outstanding as of February 25, 1998 which continue to be outstanding as of a voting record date ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Holding Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering," and when referred to together with the Subscription Offering, the "Subscription and Community Offerings") conducted after the Subscription Offering and the Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Shares not so subscribed for or ordered in the Subscription Offering are refereed to collectively as the "Offering," and general public (all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources"). It is acknowledged that the purchase of Shares in the Offering Subscription and Community Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering or Direct Community Offering. The Holding Company and the Savings Bank Association desire to retain Capital Resources to assist the Holding Company with its sale of the Shares in the OfferingSubscription and Community Offerings and, if deemed necessary by the Holding Company, in a syndicated community offering. By and through this Agreement, the Holding Company and the Savings Bank Association confirm the retention of Capital Resources to assist the Holding Company and the Savings Bank Association during the OfferingSubscription and Community Offerings.

The Offering. The Savings BankOn June 13, in accordance with and pursuant to its plan of conversion adopted by 2012, the Board of Directors of the Savings Bank adopted a Plan of Conversion, (the "“Plan"”), intends which provides for (i) the conversion of the Bank from the mutual form of organization to be converted from a federally chartered mutual savings bank to a federally chartered the stock savings bank form of organization in accordance with the laws of the United States and will sell the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”) (the “Conversion Regulations”), the issuance of all of its issued and 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”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. The As part of the Plan, the Holding Company will offer and sell its common stock is offering up to 3,220,000 shares (subject to increase to up to 3,703,000 shares) (the "“Shares”) of common stock, par value $0.01 per share (the “Common Stock"”), in (i) in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank as of June 30and, 1997 ("Eligible Account Holders")if necessary, (2ii) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"”) conducted after and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 2,380,000 and 3,220,000 Shares (subject to increase to up to 3,703,000 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on March 31, 2011 (the “Eligible Account Holders”); (ii) the Bank’s tax qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on June 30, 2012 (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of August 2, 2012 (the “Other Members”). The Holding Company may offer its Common Stock Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons, including trusts of natural persons, residing in Baltimore City or the Maryland Counties of ▇▇▇▇ Arundel, Baltimore, Carroll, Harford, ▇▇▇▇▇▇ and Queen Anne’s and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in a public offering the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected persons members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the "Public Offering,"“FINRA”) conducted after managed by the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively Agent as the "Offering," and all such Offerees being referred sole book running manager. It is acknowledged that the number of Shares to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject reject, in its sole discretion, in whole or in part part, any subscriptions subscription received from subscribers in the Public Community Offering or Direct and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-182151) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the Savings Bank desire regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to retain Capital Resources the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to assist the Company with its sale Rule 424(b) or (c) of the Shares 1933 Act Regulations differing from the prospectus included in the OfferingRegistration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. By In connection with the Conversion, (i) the Bank has filed with the OCC an Application for Conversion (together with any other required ancillary applications and/or notices, the “Conversion Application”) and through amendments thereto as required in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Bank (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated August 13, 2012 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Savings Bank confirm Prospectus and any prospectus supplement for use in the retention of Capital Resources to assist the Company and the Savings Bank during the Syndicated Community Offering.

The Offering. The Savings BankMHC, in accordance with its Plan of ------------ Reorganization and pursuant to its plan of conversion Minority Stock Issuance adopted by the its Board of Directors of the Savings Bank Trustees (as amended, the "Plan"), intends to be converted from form the Company as its subsidiary and exchange 100% of the common stock of the Bank for a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all of its issued and outstanding stock to majority interest in the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to ___ of its common stock shares, par value $.01 per share (the "Common StockShares") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30December 31, 1997 1999 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 2000 ("Supplemental Eligible Account Holders"), and (43) certain other members Tax-Qualified Employee Stock Benefit Plans of the Savings Bank ("Other Members"as defined in the Plan). The Common Shares to be sold by the Company in the Offering (as defined below) pursuant to rights to subscribe for shares of Common Stock (are hereinafter called the "Shares"). ." Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Community Offering," or "Direct Community Offering," and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons residing in the Bank's Local Community, as defined in the Plan. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the Company may offer its Common Stock for sale in general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Syndicated Community Offering,") conducted after (the Direct Community Offering. The Public Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company and Collectively, these transactions are referred to herein as the Savings Bank desire to retain Capital Resources to assist the Company with its sale of the Shares in the Offering. By and through this Agreement, the Company and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the Offering"Reorganization."

The Offering. The Savings BankOn January 21, in accordance with 2016, the board of directors of Nodak Mutual adopted a Plan of Mutual Property and pursuant to its plan of conversion adopted by the Board of Directors of the Savings Bank Casualty Insurance Company Conversion and Minority Offering (the "“Plan"”). The Plan provides for the conversion of Nodak from mutual to stock form (the “Conversion”) and the amendment and restatement of Nodak Mutual’s articles of incorporation, intends to, among other things change its name to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all of its issued and outstanding stock to the Nodak Insurance Company. The Plan also provides for (a) the formation of Nodak Mutual Group, Inc., a newly-formed North Dakota nonstock corporation (“Nodak Mutual Group”), (b) the issuance of all of the outstanding common stock of Nodak Insurance Company upon completion of the Conversion to Nodak Mutual Group, (c) the formation of Holdings as an intermediate stock holding company that will offer own 100% of the common stock of Nodak Insurance Company, and sell (d) the issuance by Holdings of 55% of its outstanding common stock to Nodak Mutual Group in exchange for all of the outstanding capital stock of Nodak Insurance Company. In connection with the Conversion, Holdings is offering up to 10,350,000 shares (the “Shares”) of its common stock stock, $0.01 par value (the "“Common Stock"”), in (i) in a subscription offering ("the “Subscription Offering") to (1) depositors of the Savings Bank as of June 30, 1997 ("Eligible Account Holders"”), (2) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditionsif necessary, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in (ii) a direct community offering (the "Direct “Community Offering"”), and (iii) conducted if necessary, a syndicated offering (the “Syndicated Offering”). The Subscription Offering, the Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Offering.” The Shares will constitute 45 % of the outstanding common stock of Holdings after completion of the Offering. Holdings will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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 shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): · eligible members of Nodak Mutual, who are the named insureds under policies of insurance issued by Nodak Mutual and in force on January 21, 2016; · the Employee Stock Ownership Plan formed by Nodak Mutual (the “ESOP”); and · officers, directors, and employees of Nodak Mutual. Holdings may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the following categories of purchasers (listed in order of priority) in the Community Offering before offering them to the general public: · Named insureds under policies of insurance issued by Nodak Mutual after January 21, 2016; · Licensed insurance producers appointed by Nodak Mutual; · Members of the North Dakota Farm Bureau that are not policyholders of Nodak Mutual; · Residents of North Dakota; · Licensed insurance producers appointed by Battle Creek Mutual Insurance Company (“Battle Creek”), American West Insurance Company (“American West”), or Primero Insurance Company (“Primero”); and · Residents of South Dakota, Minnesota, Nebraska, Nevada and Arizona. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering and or in the Company Community Offering may offer its Common Stock for sale be offered in a public offering the Syndicated Offering to selected persons members of the general public on a best-efforts basis through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (the "Public Offering,") conducted after the Direct Community Offering“FINRA”). The Public Offering, Syndicated Offering will be managed by the Direct Community Offering and Subscription Offering are refereed Agent. It is acknowledged that the number of Shares to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan Prospectus, and that the Company Holdings may reject reject, in whole or in part part, any subscriptions subscription received from subscribers in the Public Community Offering or Direct Community Syndicated Offering. The Company Holdings has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. ____-______) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the Savings Bank desire regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto as have been required to retain Capital Resources the date hereof (the “Registration Statement”). The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, including post-effective amendments. The prospectus, as amended, included in the Registration Statement at the time it initially becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by Holdings pursuant to assist the Company with its sale Rule 424(b) or (c) of the Shares 1933 Act Regulations differing from the prospectus included in the OfferingRegistration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time such prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. By and through Concurrently with the execution of this Agreement, Holdings is delivering to the Company Agent copies of the Prospectus, dated ________, 2016, of Holdings to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Offering as defined in the Prospectus. In accordance with Section 26.1-12.2-02(2) of the North Dakota Century Code (the “Century Code”), Nodak Mutual has filed with the North Dakota Insurance Commissioner (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion Application”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Nodak Mutual relating to the Conversion (the “Proxy Statement”), the Pro Forma Valuation Report prepared by F▇▇▇▇▇▇ Financial, Inc. (the “Appraisal”), and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the OfferingProspectus.

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted convert from a federally state chartered mutual savings bank to a federally state chartered stock savings bank bank, and will sell to issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to 6,936,513 shares of its common stock stock, par value $0.01 per share (the "Shares" or "Common Stock") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with savings accounts of $50 or more as of June 30July 31, 1997 1996 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings Company's and Bank's Employee Stock Ownership Plan ("ESOP"), (3) depositors of the Savings Bank with savings accounts of $50 or more as of December 31, 1998 1997 ("Supplemental Eligible Account Holders"), ) and (4) certain other members depositors of the Savings Bank as of the Voting Record Date, _______ __, 1998 ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and, when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, with a preference given to natural persons and the Company may offer its Common Stock for sale in a public offering to selected trusts of natural persons who are permanent residents of Ka▇▇, Cook and Mc▇▇▇▇▇ ▇ounties of Illinois (the "Public Offering,Local Community") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the ("Offering," and Other Subscribers") (all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold "). It is anticipated that shares not subscribed for in the Public Subscription and Community Offering will be offered to members of the general public on a best efforts basis by a selling group of broker-dealers organized and managed by Capital ResourcesWe▇▇ (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company Collectively, these transactions are referred to herein as the "Conversion." In connection with the Conversion and pursuant to the Savings Bank desire to retain Capital Resources to assist the Company with its sale terms of the Shares Plan as described in the Offering. By Prospectus, immediately following the consummation of the Conversion, subject to the approval of the members of Bank and through this Agreementcompliance with certain conditions as may be imposed by regulatory authorities, the Company and will contribute newly issued Common Stock equal to 8% of such Shares sold in the Savings Bank confirm Conversion to the retention of Capital Resources Elgin Financial Foundation (the "Foundation") such shares hereinafter being referred to assist as the Company and the Savings Bank during the Offering("Foundation Shares").

The Offering. The Savings Bank, in In accordance with and pursuant to its the plan of conversion as adopted by the Board of Directors of the Savings Bank (the "“Plan"”), the Bank intends to be converted convert from a federally chartered the current mutual savings bank to a federally chartered stock savings bank and will sell all form of its issued and outstanding stock organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. The Pursuant to the Plan, the Holding Company will offer and sell up to 2,070,000 shares (subject to increase up to 2,380,500 shares) of its common stock stock, $0.01 par value per share (the "Common Stock") “Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 1997 2013 ("“Eligible Account Holders"”), (2) tax the Bank’s tax-qualified employee benefit plans of plans, including the Savings Bankemployee stock ownership plan the Bank is establishing in connection with the conversion (the “ESOP”), (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"Holders (as defined in the Plan), and (4) certain other members of Other Members (as defined in the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"Plan). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Holding Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after the Shares not subscribed for or ordered in the Subscription Offering and to members of the Company may offer its Common Stock for sale in general public to whom a public offering copy of the Prospectus (as hereinafter defined) is delivered with a preference given to selected natural persons (including trusts of natural persons) residing in the "Public Offering,") conducted after Community (as defined in the Direct Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject reject, in whole or in part part, any subscriptions order received from subscribers in the Public Community Offering or Direct the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the Savings Bank desire to retain Capital Resources to assist the Company with its sale of the Shares in the Offering. By and through this Agreement, the Company and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the Offering.regulations promulgated

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank (the "“Plan"”), intends to be converted convert from a federally Washington state-chartered mutual savings bank to a federally Washington state-chartered stock savings bank (the “Conversion”), and will sell issue all of its issued and outstanding capital stock to the Company. The Conversion will be accomplished pursuant to Washington state law and federal law and the rules and regulations of the Washington Department of Financial Institutions (“WDFI”) and the FDIC. Pursuant to the Plan, the Company will offer and sell up to [Max Shares] shares (subject to increase up to [S-Max Shares] shares) of its common stock stock, $.01 par value per share (the "“Shares” or “Common Stock") Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 1997 2007 ("“Eligible Account Holders"”), (2) tax qualified the employee benefit plans of stock ownership plan established by the Savings BankBank (the “ESOP”), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31_______ ___, 1998 200__ ("“Supplemental Eligible Account Holders"”), and (4) certain other members depositor of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares as of Common Stock (the "Shares")_______ ___, 200__. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after the Shares not subscribed for 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 who are residents of Clallam, King, Kitsup, ▇▇▇▇▇▇ and Snohomish Counties, Washington. It is anticipated that shares not subscribed for in the Company Subscription and Community Offering may offer its Common Stock for sale in be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Offering,") conducted after the Direct “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company has filed with the Securities and Exchange Commission (the Savings Bank desire “Commission”) a registration statement on Form S-1 (File No. 333-________) (the “Registration Statement”), containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering, for the registration of the Shares in under the OfferingSecurities 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. By The term “Registration Statement” shall include any documents incorporated by reference therein and through this Agreementall 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 Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the regulations of the WDFI and the FDIC (the “Conversion Regulations”), the Bank has filed with the WDFI and the FDIC an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”), and has filed such amendments thereto as may have been required by the WDFI and the FDIC. The Form AC has received the approval of the WDFI and the non-objection of the FDIC and the related Prospectus has been authorized for use by the WDFI and the FDIC. In addition, the Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 Application (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act of 1956 (the “BHCA”) and the Savings Bank confirm regulations promulgated thereunder (the retention of Capital Resources to assist the Company and the Savings Bank during the Offering“Control Act Regulations”).

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank Trustees (the "Plan"), intends to be converted convert from a federally New York State chartered mutual savings bank to a federally New York State chartered stock savings bank bank, and will sell issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to 8,050,000 shares of its common stock stock, par value, $.01 per share (the "Shares" or "Common StockShares") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Bank's Plan) as of June 30March 31, 1997 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings BankTax-Qualified Employee Plans, as defined in the Plan ("Employee Plans"), and (3) depositors of the Savings Bank with Qualifying Deposits as of December 31September 30, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with or subsequent to the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given to natural persons who reside in the Bank's local community which includes Albany, Saratoga, Schenectady and the Company may offer its Common Stock for sale Rensselaer Counties and a portion of ▇▇▇▇▇▇ County in a public offering to selected persons New York (the "Public Offering,") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the "Offering," and all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold "). It is anticipated that shares not subscribed for in the Public Subscription and Community Offering by will be offered to certain members of the general public on a selling group of broker-best efforts basis through a selected dealers organized arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and managed by Capital ResourcesSyndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The Company shares will be sold in the Offering for a purchase price of $10.00 per Share (the "Purchase Price). In connection with the Conversion and pursuant to the Savings terms of the Plan as described in the Prospectus (as defined below), immediately following the consummation of the Conversion, subject to the approval of the depositors of the Bank desire to retain Capital Resources to assist and compliance with certain conditions as may be imposed by regulatory authorities, the Company with its sale will contribute to the Cohoes Savings Foundation, a charitable foundation (the "Foundation") a number of shares equal to 3% of the Shares sold in the Offering, or between 178,500 and 241,500 Shares (subject to increase in certain circumstances to 277,725 Shares). By and through this Agreement, Such Shares are hereinafter referred to as the Company and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the Offering"Foundation Shares."

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted convert from a federally chartered mutual savings bank to a federally chartered stock savings bank bank, and will sell issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to 6,348,000 of its common stock shares, par value $.01 per share (the "Common StockShares") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30July 31, 1997 1998 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Mutual Federal Savings BankBank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31September 30, 1998 1999 ("Supplemental Eligible Account Holders"), and (4) certain other members the Bank's Other Members as defined in the Plan and (5) directors, officers and employees of the Savings Bank Bank. The Common Shares to be sold by the Company in the Offering ("Other Members"as defined below) pursuant to rights to subscribe for shares of Common Stock (are hereinafter called the "Shares"). ." Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to residents of Delaware, ▇▇▇▇▇▇▇▇ and Kosciusko Counties, Indiana. It is anticipated that shares not subscribed for in the Company may offer its Common Stock for sale in Subscription and Community Offering will be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Syndicated Community Offering,") conducted after (the Direct Community Offering. The Public Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to "). In addition, as described in the aggregate as "Eligible Offerees." Plan, the Company and the Bank expect to contribute cash and Common Shares may also be in an amount equal to 8% of the Shares sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resourcesto The Mutual Federal Savings Bank Charitable Foundation (the "Foundation"). Such Common Shares are referred to herein as the "Foundation Shares." It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company Collectively, these transactions are referred to herein as the "Conversion." Immediately following the consummation of the Conversion, subject to the approval of the establishment of the Foundation by the members of the Bank and the Savings Bank desire to retain Capital Resources to assist compliance with certain conditions as may be imposed by regulatory authorities, the Company with its sale will contribute to the Foundation newly issued Common Shares in an amount equal to 4% of the Shares sold in the Offering. By and through this Agreement, the Company Conversion and the Savings Bank confirm will contribute to the retention Foundation cash in an amount equal to 4% of Capital Resources to assist the Company and Shares sold in the Savings Bank during Conversion (based upon the Offering$10.00 per share subscription price).

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion reorganization adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted reorganize from a federally an Ohio-chartered mutual savings bank to a federally chartered stock savings bank and will sell loan association into the mutual holding company structure (the "Reorganization"), and issue all of its issued and outstanding capital stock to the Company. The Reorganization will be accomplished pursuant to Ohio state law, federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). Pursuant to the Plan, the Company will offer and sell up to _________ shares of its common stock stock, $.01 par value per share (the "Shares" or "Common StockShares") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 1997 ______________ ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Cheviot Savings BankBank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 __________________ ("Supplemental Eligible Account Holders"), ) and (4) certain other members of the Savings Bank ("Bank's Other Members") pursuant to rights to subscribe for shares of Common Stock (Members as defined in the "Shares")Plan. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to people who are residents of Hamilton County, Ohio. It is anticipated that shares not subscribed fo▇ ▇▇ ▇▇▇ Subscription and Community Offering may be offered to certain members of the Company may offer its Common Stock for sale in general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Syndicated Community Offering,") conducted after (the Direct Community Offering. The Public Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company and Collectively, these transactions are referred to herein as the Savings Bank desire to retain Capital Resources to assist the Company with its sale "Reorganization." In addition, as part of the Shares in the Offering. By Reorganization, and through this Agreementsubject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute 75,000 newly issued shares of Common Stock and the Bank will contribute $750,000 in cash to the Cheviot Savings Bank confirm Charitable Foundation (the retention of Capital Resources "Charitable Foundation"), the shares contributed to assist the Company Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the Offering and the Savings Bank during Charitable Foundation Shares will represent a minority ownership interest of 45% of the OfferingCompany's total outstanding shares of Common Shares.

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion reorganization and the related plan of stock issuance adopted by the its Board of Directors of the Savings Bank (collectively, the "Plan"), intends to be converted reorganize from a federally Pennsylvania-chartered mutual savings bank to a federally chartered stock savings bank into the mutual holding company structure, and will sell issue all of its issued and outstanding capital stock to the Company. The Reorganization will be accomplished pursuant to Pennsylvania state law and federal law. Pursuant to the Plan, the Company will offer and sell up to 5,520,000 shares of its common stock (subject to increase without resolicitation to 6,348,000 shares,) $.01 par value per share (the "Shares" or "Common StockShares") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30December 31, 1997 2002 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of Abington Bank's Employee Stock Ownership Plan (the Savings Bank"ESOP"), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 ("Supplemental Eligible Account Holders"), ) and (4) certain other members of the Savings Bank ("Bank's Other Members") pursuant to rights to subscribe for shares of Common Stock (Depositors as defined in the "Shares")Plan. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to people who are residents of ▇▇▇▇▇▇▇▇▇▇ and Bucks Counties, Pennsylvania. It is anticipated that shares not subscribed for in the Company Subscription and Community Offering may offer its Common Stock for sale in be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Syndicated Community Offering,") conducted after (the Direct Community Offering. The Public Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Reorganization." The Company has filed with the Securities and Exchange Commission (the Savings Bank desire "Commission") a registration statement on Form S-1 (File No. 333-116370) (the "Registration Statement") containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering for the registration of the Shares in under the OfferingSecurities 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. By The term "Registration Statement" shall include any documents incorporated by reference therein and through this Agreementall 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 Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Section 115.1 of the Pennsylvania Banking Code of 1965, as amended and a Policy Statement issued by the Pennsylvania Department of Banking ("Department") and 12 CFR § 303.161 (a) of the FDIC (such Department Policy Statement and the applicable FDIC regulations are hereinafter referred to together as the "Reorganization Regulations"), the Bank has filed with the Department a Notice To Effect a Mutual Holding Company Reorganization and a Notice of Intent To Convert To Stock Form with the FDIC (together referred to as "Applications") for the Mutual Holding Company Reorganization, including the Prospectus and the Reorganization Valuation Appraisal Report prepared by RP Financial LC. (the "Appraisal") and has filed such amendments thereto as may have been required by the FDIC and the Department. The Applications have been approved by the FDIC and the Department and the related Prospectus has been authorized for use by the Department and the FDIC. In addition, the Company and the Savings MHC have filed with the Federal Reserve Board ("FRB") its application on Form FR Y-3 (the "Holding Company Application") to become a registered savings and loan holding company under the Bank confirm Holding Company Act, as amended ("BHCA") and the retention of Capital Resources to assist regulations promulgated thereunder. Also, the Company and has filed an interagency merger application under 12 USC § 1828 (c) with the Savings Bank during FDIC (the Offering"Interagency Merger Application") to facilitate the Reorganization.

The Offering. The Savings Bank, in accordance with and pursuant to its plan of ------------ conversion adopted by the its Board of Directors Trustees of the Savings Bank (the "Plan"), intends to be converted convert from a federally state chartered mutual savings bank to a federally state chartered stock savings bank bank, and will sell to issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to 6,612,500 shares of its common stock stock, par value $0.01 per share (the "Shares" or "Common Stock") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with savings accounts of $50 or more as of June 30December 31, 1997 1995 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings Bank's Employee Stock Ownership Plan ("ESOP"), (3) depositors of the Savings Bank with savings accounts of $50 or more as of December 31____________, 1998 1997 ("Supplemental Eligible Account Holders"), ) and (4) certain other members depositors of the Savings Bank as of the Voting Record date, __________, 1997 ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and, when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, with a preference given to natural persons and the Company may offer its Common Stock for sale in a public offering to selected trusts of natural persons who are permanent residents of Grays Harbor, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇ Counties of Washington (the "Public Offering,Local Community") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the ("Offering," and Other Subscribers") (all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold "). It is anticipated that shares not subscribed for in the Public Subscription and Community Offering will be offered to members of the general public on a best efforts basis by a selling group of broker-dealers organized and managed by Capital Resources▇▇▇▇ (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The Company has filed with the Securities and Exchange Commission (the Savings Bank desire "Commission") a registration statement on Form S-1 (File No. 333-35817) (the "Registration Statement") containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering for the registration of the Shares in under the OfferingSecurities Act of 1933 (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. By 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 Company pursuant to Rule 424(b) or (c) of the rules and through this Agreementregulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Revised Code of Washington (the "RCW"), the Bank has filed with the Washington Department of Financial Institutions, Division of Banks (the "Division") an Application for Conversion (the "Conversion Application"), including the prospectus, and has filed such amendments thereto, if any, as may have been required by the Division. The Conversion Application has been approved by the Division and the related Prospectus has been authorized for use by the Division. The Bank has also filed a Notice of Conversion (the "Notice") with the FDIC and has filed such amendments thereto as may have been required by the FDIC. The FDIC has provided the Bank with a Notice of Non- Objection (the "Non-Objection Notice") to the Conversion. In addition, the Company has filed with the Board of Governors of the Federal Reserve System ("FRB") and the Savings Bank confirm Division an application (the retention of Capital Resources "Holding Company Application") to assist become a bank holding company and for approval to acquire the Company and the Savings Bank during the OfferingBank.

The Offering. On March 8, 2018, the board of directors of Federal Life Mutual adopted a Plan of Conversion (the “Plan”). The Savings BankPlan provides for the conversion of Federal Life Mutual from mutual to stock form (the “Conversion”). The Plan also provides for (a) the issuance of all of the outstanding common stock of Federal Life Mutual upon completion of the Conversion to HoldCo, and (b) the formation of HoldCo as a stock holding company that will own 100% of the common stock of Federal Life Mutual. In connection with the Conversion, HoldCo is offering up to 4,600,000 shares (the “Shares”) of its common stock, $0.01 par value (the “Common Stock”), in accordance with and pursuant to its plan of conversion adopted by the Board of Directors of the Savings Bank (the "Plan"), intends to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all of its issued and outstanding stock to the Company. The Company will offer and sell its common stock (the "Common Stock"i) in a subscription offering ("the “Subscription Offering") to (1) depositors of the Savings Bank as of June 30, 1997 ("Eligible Account Holders"”), (2) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditionsif necessary, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in (ii) a direct community offering (the "Direct “Community Offering"”), and (iii) conducted if necessary, a syndicated offering (the “Syndicated Offering”). The Subscription Offering, the Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Offering.” Except for any shares of Common Stock issued under any stock incentive plan adopted by HoldCo, the Shares will constitute 100% of the outstanding common stock of HoldCo after completion of the Offering. HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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 shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights (subject to limitations set forth in the Plan) in the following order of priority · to eligible members of Federal Life, who are the named insureds under policies of insurance and holders of annuity contracts issued by Federal Life and in force on March 8, 2018 (the “Eligible Members”); and · directors and officers of HoldCo. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the following categories of purchasers (listed in order of priority) in the Community Offering before offering them to the general public: · employees of Federal Life; · Insurance Capital Group LLC (“ICG”); and · Up to four strategic investors. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering and or in the Company Community Offering may offer its Common Stock for sale be offered in a public offering the Syndicated Offering to selected persons members of the general public on a best-efforts basis through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (the "Public Offering,") conducted after the Direct Community Offering“FINRA”). The Public Offering, Syndicated Offering will be managed by the Direct Community Offering and Subscription Offering are refereed Agent. It is acknowledged that the number of Shares to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan Prospectus, and that the Company HoldCo may reject reject, in whole or in part part, any subscriptions subscription received from subscribers in the Public Community Offering or Direct Community Syndicated Offering. The Company HoldCo has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 377-02185) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the Savings Bank desire regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto as have been required to retain Capital Resources the date hereof (the “Registration Statement”). The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, including post-effective amendments. The prospectus, as amended, included in the Registration Statement at the time it initially becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by HoldCo pursuant to assist the Company with its sale Rule 424(b) or (c) of the Shares 1933 Act Regulations differing from the prospectus included in the OfferingRegistration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time such prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. By and through Concurrently with the execution of this Agreement, HoldCo is delivering to the Company Agent copies of the Prospectus, dated [●], 2018, of HoldCo to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Offering as defined in the Prospectus. In accordance with Section 59.1 of the Illinois Insurance Code, 215 ILCS 5/59.1 (the “Insurance Code”), Federal Life Mutual has filed with the Illinois Department of Insurance (the “Department”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion Application”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Federal Life Mutual relating to the Conversion (the “Proxy Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC (the “Appraisal”), and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the OfferingProspectus.

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion and reorganization adopted by the its Board of Directors of the Savings Bank (the "“Plan"”), intends to be converted convert from a federally chartered the mutual savings bank to a federally chartered stock savings bank and will sell all holding company form of its issued and outstanding stock organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and Territorial Savings Group will cease. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Company will offer and sell up to 10,925,000 shares (subject to increase up to 12,563,750 shares) of its common stock stock, $.01 par value per share (the "“Shares” or “Common Stock") Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June September 30, 1997 2007 ("“Eligible Account Holders"”), (2) tax the Bank’s tax-qualified employee benefit plans of plans, including the Savings Bankemployee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 2008 ("“Supplemental Eligible Account Holders"”), and (4) certain other depositor members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (as defined in the "Shares")Plan. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after the Shares not subscribed for 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 State of Hawaii. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the Company may offer its Common Stock for sale in general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Offering,") conducted after the Direct “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. In September 2002, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of Territorial Savings Group. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Territorial Savings Group currently owns 100% of the outstanding shares of common stock of the Bank. Territorial Savings Group has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and Territorial Savings Group will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the Savings Bank desire “Commission”) a registration statement on Form S-1 (File No. 333- ) (the “Registration Statement”), containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering, for the registration of the Shares in under the OfferingSecurities 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. By The term “Registration Statement” shall include any documents incorporated by reference therein and through this Agreementall 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 Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by FinPro, Inc. (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the Savings Bank confirm regulations promulgated thereunder (the retention of Capital Resources to assist the Company and the Savings Bank during the Offering“Control Act Regulations”).

The Offering. The Savings BankAssociation, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted convert from a federally Louisiana chartered mutual savings bank association to a federally Louisiana chartered stock savings bank association, and will sell issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to 2,990,000 shares of its common stock stock, par value, $.01 per share (the "Shares" or "Common StockShares") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank Association with Qualifying Deposits (as defined in the Association's Plan of Conversion) as of June September 30, 1997 1995 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings BankGS Financial Corp. Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Savings Bank Association with Qualifying Deposits as of December 31, 1998 1996 ("Supplemental Eligible Account Holders"), and (4) certain other members the Association's Other Eligible Members (as defined in the Association's Plan of Conversion) and (5) employees, officers and directors of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares")Association. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given to natural persons who reside in Orleans, St. Tammany and the Company may offer its Common Stock for sale in a public offering to selected persons Jefferson Parishes, Louisiana (the "Public Offering,") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the "Offering," and all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold "). It is anticipated that shares not subscribed for in the Public Subscription and Community Offering by will be offered to certain members of the general public on a selling group of broker-best efforts basis through a selected dealers organized arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and managed by Capital ResourcesSyndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company and Collectively, these transactions are referred to herein as the Savings Bank desire to retain Capital Resources to assist the Company with its sale of the Shares in the Offering. By and through this Agreement, the Company and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the Offering"Conversion."

The Offering. The Savings Bank, in In accordance with and pursuant to its the plan of conversion as adopted by the Board of Directors of the Savings Bank Association (the "“Plan"”), the Association intends to be converted convert from a federally chartered the current mutual savings bank to a federally chartered stock savings bank and will sell all form of its issued and outstanding stock organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Association will become a wholly owned subsidiary of the Holding Company. The Pursuant to the Plan, the Holding Company will offer and sell up to 1495,000 shares (subject to increase up to 1,719,250 shares) of its common stock stock, $0.01 par value per share (the "Common Stock") “Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank Association with Qualifying Deposits (as defined in the Plan) as of June 30, 1997 2014 ("“Eligible Account Holders"”), (2) tax the Association’s tax-qualified employee benefit plans of plans, including the Savings Bankemployee stock ownership plan the Association is establishing in connection with the conversion (the “ESOP”), (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"Holders (as defined in the Plan), and (4) certain other members of Other Members (as defined in the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"Plan). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Holding Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after the Shares not subscribed for or ordered in the Subscription Offering and to members of the Company may offer its Common Stock for sale in general public to whom a public offering copy of the Prospectus (as hereinafter defined) is delivered with a preference given to selected natural persons (including trusts of natural persons) residing in the "Public Offering,") conducted after Local Community (as defined in the Direct Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject reject, in whole or in part part, any subscriptions order received from subscribers in the Public Community Offering or Direct the Syndicated Community Offering. The Company In addition, pursuant to the Plan, in connection with the Offering, the Association is establishing the Central Federal Community Foundation, a charitable foundation (the “Foundation”), and the Savings Bank desire Holding Company expects to retain Capital Resources fund the Foundation with $100,000 in cash and the remainder in shares of common stock equal to assist the Company with its sale 4% of the Shares sold the Offering (between 44,200 and 59,800 shares, subject to increase under certain circumstances to 68,770 shares) (the “Foundation Shares”). In connection with the Conversion, the Association filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock savings and loan association (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-206874) (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. By The term “Registration Statement” shall include all financial schedules and through this Agreementexhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the Company term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the Savings Bank confirm time said prospectus is filed with the retention of Capital Resources to assist the Company and the Savings Bank during the OfferingCommission.

The Offering. The Savings BankCompany, in accordance with and pursuant to its a plan of conversion stock issuance adopted by the Board of Directors of the Savings Bank Directors, (the "“Plan"), intends to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all of its issued and outstanding stock to the Company. The Company ”) will offer and sell up to 931,500 shares (subject to increase up to 1,071,225) of its common stock stock, $.01 par value per share (the "“Shares” or “Common Stock") Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30December 31, 1997 2004 ("“Eligible Account Holders"”), (2) tax qualified the employee benefit plans of stock ownership plan established by either the Savings BankBank or the Company (the “ESOP”), (3) depositors of the Savings Bank with Qualifying Deposits as of December March 31, 1998 2006 ("“Supplemental Eligible Account Holders"”), and (4) certain other members depositors who had Qualifying Deposits as of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares")April 28, 2006. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after 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 who are residents of Seneca, Cayuga and Ontario Counties, New York. It is anticipated that shares not subscribed for in the Company Subscription and Community Offering may offer its Common Stock for sale in be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Offering,") conducted after the Direct “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Common Shares offered for sale in the Offering will represent a minority ownership interest of 45% of the Company’s total outstanding Common Shares. The Company has filed with the Securities and Exchange Commission (the Savings Bank desire “Commission”) a registration statement on Form S-1 (File No. 333- ) (the “Registration Statement”), containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering, for the registration of the Shares in under the OfferingSecurities 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. By The term “Registration Statement” shall include any documents incorporated by reference therein and through this Agreementall 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 Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 575 (the “Reorganization Regulations”), the Company has filed with the OTS a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (“MHC-2 Application”), including the Prospectus and the Savings Valuation Appraisal Report prepared by ▇▇▇▇▇▇ & Company, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The Bank confirm has filed an application to convert from a New York-chartered savings bank to a federally chartered savings bank (“charter flip application”). The MHC-2 Application has been approved by the retention of Capital Resources to assist the Company OTS and the Savings related Prospectus has been authorized for use by the OTS and the OTS has approved the conversion of the Bank during the Offeringto a federal charter.

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion reorganization adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted reorganize from a federally an Ohio-chartered mutual savings bank to a federally chartered stock savings bank and will sell loan association into the mutual holding company structure (the "Reorganization"), and issue all of its issued and outstanding capital stock to the Company. The Reorganization will be accomplished pursuant to Ohio state law, federal law and the rules and regulations of the Office of Thrift Supervision. Pursuant to the Plan, the Company will offer and sell up to _________ shares of its common stock stock, $.01 par value per share (the "Shares" or "Common StockShares") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 1997 ______________ ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Cheviot Savings BankBank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 __________________ ("Supplemental Eligible Account Holders"), ) and (4) certain other members of the Savings Bank ("Bank's Other Members") pursuant to rights to subscribe for shares of Common Stock (Members as defined in the "Shares")Plan. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to people who are residents of Hamilton County, Ohio. It is ▇▇▇▇▇▇▇▇ted that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the Company may offer its Common Stock for sale in general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Syndicated Community Offering,") conducted after (the Direct Community Offering. The Public Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company and Collectively, these transactions are referred to herein as the Savings Bank desire to retain Capital Resources to assist the Company with its sale "Reorganization." In addition, as part of the Shares in the Offering. By Reorganization, and through this Agreementsubject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute $750,000 in cash and 75,000 newly issued shares of Common Stock to the Cheviot Savings Bank Charitable Foundation (the "Charitable Foundation"), the shares contributed to the Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the Offering and the Savings Bank confirm Charitable Foundation Shares will represent a minority ownership interest of 45% of the retention Company's total outstanding shares of Capital Resources to assist the Company and the Savings Bank during the OfferingCommon Shares.

The Offering. The Savings Bank, in In accordance with and pursuant a Plan of Conversion from ------------ Mutual to its plan Stock Organization (the "Plan" or "Plan of conversion Conversion") adopted by the Board of Directors of the Savings Bank, the Bank (the "Plan"), intends to be converted will convert from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell issue all of its issued and outstanding capital stock to the Company. The Pursuant to the Plan, the Company will offer and sell up to _________ of its common stock (the "Common Stock") Shares in a subscription offering (the "Subscription Offering") to to: (1) depositors of the Savings Bank with Qualifying Deposits, as defined in the Plan, as of June 30December 31, 1997 2001 ("Eligible Account Holders"), ; (2) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank with Qualifying Deposits as of December March 31, 1998 2003 ("Supplemental Eligible Account Holders"), ; and (43) certain other members Members, as of the Savings Bank Voting Record Date (as defined in the Plan), who are not Eligible Account Holders or Supplemental Eligible Account Holders ("Other Members"). The Common Shares to be sold by the Company in the Offering (as defined below) pursuant to rights to subscribe for shares of Common Stock (are hereinafter called the "Shares"). ." Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Community Offering," or "Direct Community Offering," and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons residing in Hopkins County, Kentucky ("▇▇▇▇▇▇red Subscribers"). Shares not subscribed for in the Subscription and Community Offering, at the request of the Company and the Company may offer its Common Stock for sale in Bank, will be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Syndicated Community Offering,") conducted after (the Direct Community Offering. The Public Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company Collectively, the Offering and the Savings Bank desire to retain Capital Resources to assist the Company with its sale of the Shares other activities described in the Offering. By and through this Agreement, Plan are referred to herein as the Company and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the Offering"Conversion."

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion reorganization adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted reorganize from a federally federally-chartered mutual savings bank to a federally chartered stock savings bank and will sell loan association into the mutual holding company structure (the "Reorganization"), and issue all of its issued and outstanding capital stock to the Company. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). Pursuant to the Plan, the Company will offer and sell up to 596,514 shares of its common stock stock, $.01 par value per share (the "Shares" or "Common StockShares") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30August 31, 1997 2002 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Osage Federal Savings BankBank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 2003 ("Supplemental Eligible Account Holders"), ) and (4) certain other members of the Savings Bank ("Bank*s Other Members") pursuant to rights to subscribe for shares of Common Stock (Members as defined in the "Shares")Plan. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to people who are residents of Osage and Washington Counties, Oklahoma. It is anticipated that shares not subscribed for in the Company Subscription and Community Offering may offer its Common Stock for sale in be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Syndicated Community Offering,") conducted after (the Direct Community Offering. The Public Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Reorganization." The Company and Common Shares offered for sale in the Savings Bank desire to retain Capital Resources to assist the Company with its sale Offering will represent a minority ownership interest of 30% of the Shares in the Offering. By and through this Agreement, the Company and the Savings Bank confirm the retention Company*s total outstanding shares of Capital Resources to assist the Company and the Savings Bank during the OfferingCommon Shares.

The Offering. The Savings Bank, in accordance with the Plan of Reorganization from a Mutual Bank to a Mutual Holding Company and pursuant to its plan of conversion Stock Issuance Plan (the “Plan”) adopted by the Board of Directors of the Savings Bank (the "Plan")Bank, intends to be converted from a federally chartered reorganize into the mutual savings bank to a federally chartered stock savings bank and will sell all holding company form of its issued and outstanding stock organization (the “Reorganization”) in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”). Pursuant to the Company. The Plan, the Holding Company will offer and sell up to 793,500 shares (subject to increase up to 912,525 shares) (the “Shares”) of its common stock stock, $0.01 par value per share (the "“Common Stock"”) in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30March 31, 1997 2016 ("“Eligible Account Holders"”), (2) tax the Bank’s tax-qualified employee benefit plans of plans, including the Savings Bankemployee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 [SUPPLEMENTAL DATE] ("“Supplemental Eligible Account Holders"”), and (4) certain other members Other Members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (as defined in the "Shares")Plan. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Holding Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after 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 and trusts of natural persons residing in Cayuga, Cortland, Madison, Oneida, and Onondaga Counties, and thereafter to cover orders of other members of the Company general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may offer its Common Stock for sale in be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Offering,") conducted after the Direct “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Holding Company and currently plans to sell up to approximately 46.0% of its to be issued shares of Common Stock in accordance with the Savings Bank desire to retain Capital Resources to assist Plan. As a result of the Company with its sale of the Shares under the Plan, the MHC will own approximately 54.0% of the Holding Company’s outstanding shares of Common Stock upon completion of the Reorganization. As a mutual savings and loan association, the Bank has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $100,000, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Holding Company, operating under the name “Seneca Savings” (the “Stock Bank”), and the Holding Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $100,000, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-218749) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. By The term “Registration Statement” shall include any documents incorporated by reference therein and through this Agreementall financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering or the Syndicated Community Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the revised prospectus from and after the time said prospectus is provided to the Agent for such use. In connection with the Reorganization, the Bank filed with the (i) FRB a Combined Notice of Mutual Holding Company Reorganization on Form MHC-1 (the “Form MHC-1”) and an Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “Form MHC-2”), including exhibits and the Savings Bank confirm Prospectus (the retention of Capital Resources to assist the Company Form MHC-1 and the Savings Form MHC-2 are hereafter collectively referred to as the “MHC Notice”); (ii) Office of the Comptroller of the Currency (the “OCC”) pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), a Change in Assets Application as well as an Interagency Bank during Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the Offering“OCC Applications”), and (iii) Federal Deposit Insurance Corporation (the “FDIC”) pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the “FDIC Application”) and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank’s Proxy Statement for a Special Meeting of its Members relating to the Reorganization (the “Members’ Proxy Statement”), the Reorganization Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus. In addition, the Holding Company has filed with the FRB an application on Form H-(e)1 for approval, pursuant to Section 10(e) of the Home Owners’ Loan Act, as amended (“HOLA”), and the regulations promulgated thereunder (the “Control Act Regulations”) for the Holding Company to become a savings and loan holding company with respect to the Bank (the “Holding Company Application”). The MHC Notice, the OCC Applications, the FDIC Application and the Holding Company Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the “Reorganization Applications”.

The Offering. The Savings BankAssociation, in accordance with and pursuant to its plan of conversion adopted by the Board of Directors of the Savings Bank Association (the "Plan"), intends to be converted from a federally federally-chartered mutual savings bank and loan association to a federally federally-chartered stock savings bank and loan association and will sell all of its issued and outstanding stock to the Company. The Company will offer and sell its common stock (the "Common Stock") in a subscription offering ("Subscription Offering") to (1) depositors of the Savings Bank as of June November 30, 1997 1996 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings BankAssociation, (3) depositors of the Savings Bank Association as of December March 31, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank Association ("Other Members") and (5) its employees, officers and directors, pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, the Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings BankAssociation's offices Offices in a direct community offering (the "Direct Community Offering") conducted after the Subscription Offering and the Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering or Direct Community Offering. The Company and the Savings Bank Association desire to retain Capital Resources to assist the Company with its sale of the Shares in the Offering. By and through this Agreement, the Company and the Savings Bank Association confirm the retention of Capital Resources to assist the Company and the Savings Bank Association during the Offering.

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank (the "“Plan"”), intends to be converted convert from a federally federally-chartered mutual savings bank to a federally chartered federal stock savings bank (the “Conversion”), and will sell issue all of its issued and outstanding capital stock to the Company. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Company will offer and sell up to shares (subject to increase up to shares) of its common stock stock, $.01 par value per share (the "“Shares” or “Common Stock") Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30March 31, 1997 2008 ("“Eligible Account Holders"”), (2) tax qualified the employee benefit plans of stock ownership plan established by either the Savings BankBank or the Company (the “ESOP”), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31September 30, 1998 2009 ("“Supplemental Eligible Account Holders"”), and (4) certain other depositor and borrower members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (as defined in the "Shares")Plan. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after 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 who are residents of Blount, Bradley, Hamilton, Knox, Loudon, McMinn, ▇▇▇▇▇, ▇▇▇▇▇▇ and Polk Counties in Tennessee. It is anticipated that shares not subscribed for in the Company Subscription and Community Offering may offer its Common Stock for sale in be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Offering,") conducted after the Direct “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus, immediately following the consummation of the Conversion, subject to the approval of the Bank’s depositors and compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute $100,000 and 100,000 shares of Common Stock to the Athens Federal Foundation (the “Foundation”) such shares hereinafter being referred to as the (“Foundation Shares”). The Company has filed with the Securities and Exchange Commission (the Savings Bank desire “Commission”) a registration statement on Form S-1 (File No. 333- ) (the “Registration Statement”), containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering, for the registration of the Shares in under the OfferingSecurities 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. By The term “Registration Statement” shall include any documents incorporated by reference therein and through this Agreementall 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 Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by ▇▇▇▇▇▇ & Company, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the Savings Bank confirm regulations promulgated thereunder (the retention of Capital Resources to assist the Company and the Savings Bank during the Offering“Control Act Regulations”).

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted convert from a federally chartered mutual savings bank to a federally chartered stock savings bank bank, and will sell issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to 828,000 shares of its common stock stock, no par value per share (the "Shares" or "Common Stock") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Bank's Plan of Conversion) as of June 30, 1997 1995 ("Eligible Account Holders"), (2) tax the Bank's tax-qualified employee benefit plans of the Savings Bank("TQEPs"), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31September 30, 1998 1996 ("Supplemental Eligible Account Holders"), and (4) certain other members the Bank's Other Eligible Members (as defined in the Bank's Plan of Conversion) and (5) employees, officers and directors of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares")Bank. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering and to members of the Company may offer its Common Stock for sale in general public to whom a public offering to selected persons copy of the Prospectus (the as hereinafter defined) is 2 delivered ("Public Offering,Other Subscribers") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the "Offering," and (all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold "). It is anticipated that shares not subscribed for in the Public Subscription and Community Offering by will be offered to certain members of the general public on a selling group of broker-best efforts basis through a selected dealers organized arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and managed by Capital ResourcesSyndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company and Collectively, these transactions are referred to herein as the Savings Bank desire to retain Capital Resources to assist the Company with its sale of the Shares in the Offering. By and through this Agreement, the Company and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the Offering"Conversion."

The Offering. The Savings BankCompany, in accordance with and pursuant to its a plan of conversion stock issuance adopted by the Board of Directors of the Savings Bank Directors, (the "“Plan"), intends to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all of its issued and outstanding stock to the Company. The Company ”) will offer and sell up to __ shares (subject to increase up to __) of its common stock stock, $0.10 par value per share (the "“Shares” or “Common Stock") Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June September 30, 1997 2006 ("“Eligible Account Holders"”), (2) tax qualified the employee benefit plans of stock ownership plan established by either the Savings BankBank or the Company (the “ESOP”), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 2007 ("“Supplemental Eligible Account Holders"”), and (4) certain all other members depositors of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares as of Common Stock (January 31, 2008 and borrowers off the "Shares")Bank as of June 1, 2005 whose borrowings remained outstanding as of January 31, 2008. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to (1) natural persons who are residents of Bucks County, Pennsylvania, (2) other residents of Pennsylvania, and (3) the Company general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may offer its Common Stock for sale in be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Offering,") conducted after the Direct “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Common Shares offered for sale in the Offering will represent a minority ownership interest of 28.0% of the Company’s total outstanding Common Shares. In connection with the Offering and pursuant to the terms of the Plan as described in the Prospectus (as hereinafter defined), immediately following the consummation of the Offering, subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute __ shares of Common Stock to the ▇▇▇▇▇▇▇ Penn Bank Community Foundation (the “Foundation”) such shares hereinafter being referred to as the “Foundation Shares.” The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (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 Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 575 (the “Reorganization Regulations”), the Bank has filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization (“Form MHC-1”) and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (“Form MHC-2”), including the Prospectus and the Valuation Appraisal Report prepared by RP Financial, LC (the “Appraisal”). The Form MHC-1 and Form MHC-2, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereafter collectively referred to as the “MHC Notice.” The Company and the Savings Bank desire MHC have filed with the OTS an application on Form H-(e)1-S (the “Holding Company Application”) to retain Capital Resources to assist become savings and loan holding companies under the Company with its sale of Home Owners’ Loan Act, as amended (the Shares in “HOLA”), and the Offeringregulations promulgated thereunder. By and through this AgreementCollectively, the Company MHC Notice and the Savings Bank confirm Holding Company Application may also be termed the retention of Capital Resources to assist “Applications.” The Applications have been approved by the Company OTS and the Savings Bank during related Prospectus has been authorized for use by the OfferingOTS.

The Offering. The Savings BankAssociation, in accordance with and pursuant to its plan of conversion adopted by the Board of Directors of the Savings Bank Association (the "Plan"), intends to be converted from a federally chartered mutual savings bank and loan association to a federally chartered stock savings bank and loan association and will sell all of its issued and outstanding stock to the Company. The Company will offer and sell its common stock (the "Common Stock") in a subscription offering ("Subscription Offering") to (1) depositors of the Savings Bank Association as of June 30December 31, 1997 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings BankAssociation, (3) depositors of the Savings Bank Association as of December March 31, 1998 1999 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank Association ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings BankAssociation's offices Offices in a direct community offering and syndicated community offering (the "Direct Community Offering") conducted after the Subscription Offering and the Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering or Direct Community Offering. The Company and the Savings Bank Association desire to retain Capital Resources to assist the Company with its sale of the Shares in the Offering. By and through this Agreement, the Company and the Savings Bank Association confirm the retention of Capital Resources to assist the Company and the Savings Bank Association during the Offering.

The Offering. The Savings BankOn June 13, in accordance with and pursuant to its plan of conversion adopted by 2012, the Board of Directors of the Savings Bank adopted a Plan of Conversion, (the "“Plan"”), intends which provides for (i) the conversion of the Bank from the mutual form of organization to be converted from a federally chartered mutual savings bank to a federally chartered the stock savings bank form of organization in accordance with the laws of the United States and will sell the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”) (the “Conversion Regulations”), the issuance of all of its issued and 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”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. The As part of the Plan, the Holding Company will offer and sell its common stock is offering up to 3,220,000 shares (subject to an increase of up to 3,703,000 shares) (the "“Shares”) of common stock, par value $0.01 per share (the “Common Stock"”), in (i) in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank as of June 30and, 1997 ("Eligible Account Holders")if necessary, (2ii) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"”) conducted after and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 2,380,000 and 3,220,000 Shares (subject to an increase of up to 3,703,000 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on March 31, 2011 (the “Eligible Account Holders”); (ii) the Bank’s tax qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on , 2012 (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of , 2012 (the “Other Members”). The Holding Company may offer its Common Stock Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons, including trusts of natural persons, residing in Baltimore City or Maryland Counties of ▇▇▇▇ Arundel, Baltimore, Carroll, Harford, ▇▇▇▇▇▇ and Queen Anne’s and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in a public offering the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected persons members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the "Public Offering,"“FINRA”) conducted after managed by the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively Agent as the "Offering," and all such Offerees being referred sole book running manager. It is acknowledged that the number of Shares to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject reject, in its sole discretion, in whole or in part part, any subscriptions subscription received from subscribers in the Public Community Offering or Direct and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-182151) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the Savings Bank desire regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to retain Capital Resources the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to assist the Company with its sale Rule 424(b) or (c) of the Shares 1933 Act Regulations differing from the prospectus included in the OfferingRegistration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. By In connection with the Conversion, (i) the Bank has filed with the OCC an Application for Conversion (together with any other required ancillary applications and/or notices, the “Conversion Application”) and through amendments thereto as required in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Bank (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2012 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Savings Bank confirm Prospectus and any prospectus supplement for use in the retention of Capital Resources to assist the Company and the Savings Bank during the Syndicated Community Offering.

The Offering. The Savings BankCompany, in accordance with its amended Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and pursuant to its plan of conversion Stock Issuance adopted by the its Board of Directors of the Savings Bank (the "“Plan"”), intends to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all of its issued and outstanding stock to the Company. The Company will offer and sell up to [MAX] shares (subject to increase to [SMAX] shares) (the “Shares”) of its common stock stock, $0.01 par value per share (the "“Common Stock") Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June September 30, 1997 2006 ("“Eligible Account Holders"”), (2) tax qualified the Bank’s employee benefit plans of the Savings Bankstock ownership plan, (3) depositors of the Savings Bank Bank, other than directors and officers of the Bank, with Qualifying Deposits as of December March 31, 1998 2008 ("“Supplemental Eligible Account Holders"”), and (4) certain other members of the Savings Bank as of ____________, 2008 who are not Eligible Account Holders or Supplemental Eligible Account Holders ("“Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"”). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in Androscoggin County, Maine. It is anticipated that Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the Company may offer its Common Stock for sale in general public on a public offering to best efforts basis through a selected persons dealers agreement (the "“Public Offering,"”) conducted after (the Direct Community Offering. The Public Subscription Offering, the Direct Community Offering and Subscription Public Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Community Public Offering. The Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). The Company has filed with the Securities and Exchange Commission (the Savings Bank desire “Commission”) a registration statement on Form S-1 (File No. 333-149723) (the “Registration Statement”) containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering for the registration of the Shares in under the OfferingSecurities Act of 1933, as amended, (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. By The term “Registration Statement” shall include any documents incorporated by reference therein and through this Agreementall 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 Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after the dates of effectiveness or use, respectively. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank’s outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the “Reorganization”). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Savings Bank confirm Company will be a majority owned subsidiary of the retention of Capital Resources MHC. The Reorganization will be accomplished pursuant to assist the Company federal law and the Savings rules and regulations of the Office of Thrift Supervision (the “OTS”). In accordance with Title 12, Part 575 of the Code of Federal Regulations (the “MHC Regulations”), the Bank during has filed with the OfferingOTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “MHC Applications”), including the Prospectus and the Valuation Appraisal Report prepared by ▇▇▇▇▇▇ & Company, Inc. (the “Appraisal”) and has filed such amendments thereto as may have been required by the OTS. The MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion and reorganization adopted by the its Board of Directors of the Savings Bank (the "“Plan"”), intends to be converted convert from a federally chartered the mutual savings bank to a federally chartered stock savings bank and will sell all holding company form of its issued and outstanding stock organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and Territorial Savings Group will cease. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Company will offer and sell up to 8,740,000 shares (subject to increase up to 10,051,000 shares) of its common stock stock, $.01 par value per share (the "“Shares” or “Common Stock") Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June September 30, 1997 2007 ("“Eligible Account Holders"”), (2) tax the Bank’s tax-qualified employee benefit plans of plans, including the Savings Bankemployee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 2008 ("“Supplemental Eligible Account Holders"”), and (4) certain other depositor members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (as defined in the "Shares")Plan. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after the Shares not subscribed for 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 State of Hawaii. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the Company may offer its Common Stock for sale in general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Offering,") conducted after the Direct “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. In September 2002, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of Territorial Savings Group. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Territorial Savings Group currently owns 100% of the outstanding shares of common stock of the Bank. Territorial Savings Group has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and Territorial Savings Group will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the Savings Bank desire “Commission”) a registration statement on Form S-1 (File No. 333- ) (the “Registration Statement”), containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering, for the registration of the Shares in under the OfferingSecurities 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. By The term “Registration Statement” shall include any documents incorporated by reference therein and through this Agreementall 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 Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by FinPro, Inc. (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the Savings Bank confirm regulations promulgated thereunder (the retention of Capital Resources to assist the Company and the Savings Bank during the Offering“Control Act Regulations”).

The Offering. The Savings Bank, in accordance with its Amended and pursuant to its plan Restated Plan of conversion Reorganization and Minority Stock Issuance adopted by the its Board of Directors of the Savings Bank (the "“Plan"”), intends to be converted reorganize from a federally chartered mutual savings bank to a federally Connecticut-chartered stock savings bank and will sell in the single tier mutual holding company structure into a Connecticut-chartered stock savings bank in the two-tier mutual holding company structure. Following the reorganization all of its the Bank’s issued and outstanding capital stock to will be held by the Company. The Reorganization will be accomplished pursuant to Connecticut state law and federal law. Pursuant to the Plan, the Company will offer and sell up to 8,357,050 shares of its common stock stock, no par value per share (the "“Shares” or “Common Stock") Shares”), in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of June 30March 31, 1997 2003 ("“Eligible Account Holders"”), (2) tax the tax-qualified employee benefit plans of the Savings MHC, the Company and the Bank, including the Rockville Bank Employee Stock Ownership Plan (the “ESOP”), (3) depositors of the Savings Bank with Qualifying Deposits as of December 31, 1998 2004 ("“Supplemental Eligible Account Holders"”), (4) employees, officers and directors of Rockville Bank that do not qualify under priorities (1) or (3), and (45) certain other members corporators of the Savings Bank MHC who do not qualify under priorities ("Other Members"1), (3) pursuant to rights to subscribe for shares of Common Stock or (the "Shares"4). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"” and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted after concurrently with or following the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to people who are residents of Hartford or Tolland Counties in Connecticut. It is anticipated that Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the Company may offer its Common Stock for sale in general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Offering,") conducted after the Direct “Syndicated Community Offering. The Public ”) (the Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "“Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources”). It is acknowledged The parties hereto acknowledge that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. Collectively, these transactions are referred to herein as the “Reorganization.” In addition, as part of the Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute to the newly created Rockville Bank Community Foundation, Inc. (the “Charitable Foundation”), shares equal to 4.4% of the total of the shares sold in the Offering and those contributed to the Charitable Foundation, or 2% of all shares issued and outstanding following the Offering. The shares contributed to the Charitable Foundation hereinafter being referred to as the “Charitable Foundation Shares.” The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of 45% of the Company’s total outstanding shares of Common Shares. The Company has filed with the Securities and Exchange Commission (the Savings Bank desire “Commission”) a registration statement on Form S-1 (File No. 333-121421) (the “Registration Statement”) containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering for the registration of the Shares in under the OfferingSecurities 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. By The term “Registration Statement” shall include any documents incorporated by reference therein and through this Agreementall 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 Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the State of Connecticut, Department of Banking Financial Institutional Division (the “Department”), the Company has filed an Acquisition Statement and Application to Form a Mutual Holding Company Subsidiary Holding Company and Stock Issuance and Application to the Board of Governors of the Federal Reserve System (“FRB”) pursuant to Section 3(a)(1) and 3(a)(3) of the Bank Holding Company Act of 1956, as amended (collectively, the Reorganization Application”), including the Prospectus and the Savings Bank confirm Reorganization Valuation Appraisal Report prepared by FinPro, Inc. (the retention of Capital Resources to assist “Appraisal”) and has filed such amendments thereto as may have been required by the FRB, Department and, if applicable, the FDIC. The Reorganization Application has been approved by the Department, the FRB and, if necessary, the FDIC and the related Prospectus has been authorized for use by the Department and the Commission. In addition, the Company has filed with the FRB the Company’s bank holding company application (the “Holding Company Application”) to become a registered holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”) and the Savings Bank during regulations promulgated thereunder (the Offering"Control Act Regulations").

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted convert from a federally chartered mutual savings bank to a federally chartered stock savings bank bank, and will sell to issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to 17,853,750 shares of its common stock stock, par value $0.01 per share (the "Shares" or "Common Stock") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with savings accounts of $50 or more as of June 30the close of business on January 31, 1997 1996 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings BankCompany's Employee Stock Ownership Plan ("ESOP"), (3) depositors of the Savings Bank with savings accounts of $50 or more as of December 31March 21, 1998 ("Supplemental Eligible Account Holders"), ) and (4) depositors and certain other members borrowers of the Savings Bank as of the Voting Record Date, _____________, 1998 ("Other Members"), and (v) pursuant to rights to subscribe for shares certain officers, directors and employees of Common Stock (the "Shares")Bank. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and, when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering and to certain members of the Company may offer its Common Stock for sale in general public to whom a public offering to selected persons copy of the Prospectus (the as hereinafter defined) is delivered ("Public Offering,Other Subscribers") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the "Offering," and (all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold "). It is anticipated that shares not subscribed for in the Public Subscription and Community Offering will be offered to members of the general public on a best efforts basis by a selling group of broker-dealers organized and managed by Capital Resources▇▇▇▇ (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company Collectively, these transactions are referred to herein as the "Conversion." In addition, on December 29, 1997, the Bank entered into an Agreement and Plan of Merger (the Savings Bank desire "Merger Agreement") with SuburbFed Financial Corp., a Delaware corporation ("SFC"), pursuant to retain Capital Resources which SFC will be merged with and into the Company. Pursuant to assist the terms of the Merger Agreement, upon consummation of the merger of SFC with and into the Company (the "Merger"), each share of SFC common stock, par value $0.01 per share (the "SFC Common Stock"), will be converted into the right to receive shares of Company Common Stock with its sale a value of $36.00, or 3.6 shares based on the Shares Purchase Price of $10.00. It is anticipated that, based on the number of outstanding shares of SFC Common Stock as of December 31, 1997, the Merger will result in an aggregate of 4,556,451 shares of Common Stock being issued in exchange for shares of SFC Common Stock and, in the Offering. By and through this Agreementevent all previously granted options to acquire SFC Common Stock were exercised, up to 5,507,424 shares of Common Stock could be issued in exchange for SFC Common Stock (the Company and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the Offering"Exchange Shares").

The Offering. The Savings Bank, in accordance with and pursuant to its plan the Plan of conversion Conversion adopted by the Board of Directors of the Savings Bank on April 15, 2003 (the "Plan"), intends to be converted convert from a federally New Jersey state-chartered mutual savings bank and loan association to a federally New Jersey state-chartered stock savings bank and will sell all of its issued and outstanding stock to loan association (the Company"Conversion"). The Conversion is being conducted in accordance with the laws of the United States of America and the applicable regulations of the Office of Thrift Supervision ("OTS") (such laws and the regulations of the OTS are referred to herein as the "Conversion Regulations"). In connection with the Conversion, the Company will offer and sell its common stock (the "Common Stock") in a subscription offering (the "Subscription Offering") on a priority basis to (1i) depositors of the Savings Bank as of June 30, 1997 ("Eligible Account Holders"), ; (2ii) tax qualified employee benefit plans of the Savings Bank, Tax-Qualified Employee Stock Benefit Plans; (3iii) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), ; and (4iv) certain other members Other 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 Company is offering a minimum of the Savings Bank o and a maximum of o shares ("Other Members"subject to an increase up to o shares) pursuant to rights to subscribe for shares of Common Stock common stock, par value $.01 per share (the "Shares"), in the Subscription Offering. Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, with a preference given to natural persons residing in Bergen, Essex and Passaic counties, New Jersey. It is anticipated that shares not subscribed for in the Company Subscription and Community Offering may offer its Common Stock for sale in be offered to certain members of the general public on a public offering to best efforts basis through a selected persons dealers agreement (the "Public Syndicated Community Offering,") conducted after (the Direct Community Offering. The Public Subscription Offering, the Direct Community Offering and Subscription Syndicated Community Offering are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Savings Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. The Company and Collectively, these transactions are referred to herein as the Savings Bank desire to retain Capital Resources to assist the Company with its sale of the Shares in the Offering. By and through this Agreement, the Company and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the Offering"Conversion."

The Offering. The Savings BankAssociation, in accordance with and pursuant to its plan of conversion adopted by the Board of Directors of the Savings Bank Association (the "Plan"), intends to be converted from a federally federally-chartered mutual savings bank and loan association to a federally federally-chartered stock savings bank and loan association and will sell all of its issued and outstanding stock to the Company. The Company will offer and sell its common stock (the "Common Stock") in a subscription offering ("Subscription Offering") to (1) depositors of the Savings Bank as of June September 30, 1997 1996 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings BankAssociation, (3) depositors of the Savings Bank Association as of December 31________, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank Association ("Other Members") and (5) its employees, officers and directors, pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community public offering (the "Direct Community Public Offering," and when referred to together with the Subscription Offering, the "Subscription and Public Offerings") conducted after the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering and the Company may offer its Common Stock for sale in a public offering to selected persons of the general public (the "Public Offering,") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the "Offering," and all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." "). Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering or Direct Community Offering. The Company and the Savings Bank Association desire to retain Capital Resources to assist the Company with its sale of the Shares in the OfferingSubscription and Public Offerings. By and through this Agreement, the Company and the Savings Bank Association confirm the retention of Capital Resources to assist the Company and the Savings Bank Association during the OfferingSubscription and Public Offerings.

The Offering. The Savings Bank, in accordance with and pursuant to its plan of conversion adopted by the its Board of Directors of the Savings Bank (the "Plan"), intends to be converted convert from a federally chartered mutual savings bank to a federally chartered stock savings bank bank, and will sell to issue all of its issued and outstanding capital stock to the Company. The In addition, pursuant to the Plan, the Company will offer and sell up to ____________ shares of its common stock stock, par value $0.01 per share (the "Shares" or "Common Stock") ), in a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank with savings accounts of $50 or more as of June 30December 31, 1997 1995 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings BankCompany's Employee Stock Ownership Plan ("ESOP"), (3) depositors of the Savings Bank with savings accounts of $50 or more as of December 31June 30, 1998 1997 ("Supplemental Eligible Account Holders"), ) and (4) certain other members depositors of the Savings Bank as of _______________, 1997 (other than Eligible Account Holders and Supplemental Eligible Account Holders) ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock is offering for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering" and, when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted after concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, with a preference given to natural persons who are permanent residents of ▇▇▇▇▇, Union, Wallawa, Malheur, ▇▇▇▇▇▇ and the Company may offer its Common Stock for sale in a public offering to selected persons Grant Counties of ________ (the "Public Offering,Local Community") conducted after the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively as the ("Offering," and Other Subscribers") (all such Offerees offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold "). It is anticipated that shares not subscribed for in the Public Subscription and Community Offering by will be offered to members of the general public on a selling group of broker-best efforts basis through a selected dealers organized arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and managed by Capital ResourcesSyndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Community Offering or Direct Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The Company has filed with the Securities and Exchange Commission (the Savings Bank desire "Commission") a registration statement on Form SB-2 (File No. 333-___________) (the "Registration Statement") containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering for the registration of the Shares in under the OfferingSecurities Act of 1933 (the "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the date hereof. By 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 Company pursuant to Rule 424(b) or (c) of the rules and through this Agreementregulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Part 563b (the "Conversion Regulations"), the Bank has filed with the Office of Thrift Supervision (the "OTS") an Application for Conversion (the "Conversion Application"), including the prospectus, and has filed such amendments thereto, if any, as may have been required by the OTS. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)1-S (the "Holding Company Application") to become a registered savings and loan holding company under Section 10 of the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the OfferingHome Owners' Loan Act, as amended ("SLHCA").

The Offering. The Savings BankOn January 21, in accordance with 2016, the board of directors of Nodak Mutual adopted a Plan of Mutual Property and pursuant to its plan of conversion adopted by the Board of Directors of the Savings Bank Casualty Insurance Company Conversion and Minority Offering (the "“Plan"”). The Plan provides for the conversion of Nodak from mutual to stock form (the “Conversion”) and the amendment and restatement of Nodak Mutual’s articles of incorporation, intends to, among other things change its name to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all of its issued and outstanding stock to the Nodak Insurance Company. The Plan also provides for (a) the formation of Nodak Mutual Group, Inc., a newly-formed North Dakota nonstock corporation (“Nodak Mutual Group”), (b) the issuance of all of the outstanding common stock of Nodak Insurance Company upon completion of the Conversion to Nodak Mutual Group, (c) the formation of Holdings as an intermediate stock holding company that will offer own 100% of the common stock of Nodak Insurance Company, and sell (d) the issuance by Holdings of 55% of its outstanding common stock to Nodak Mutual Group in exchange for all of the outstanding capital stock of Nodak Insurance Company. In connection with the Conversion, Holdings is offering up to 10,350,000 shares (the “Shares”) of its common stock stock, $0.01 par value (the "“Common Stock"”), in (i) in a subscription offering ("the “Subscription Offering") to (1) depositors of the Savings Bank as of June 30, 1997 ("Eligible Account Holders"”), (2) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditionsif necessary, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in (ii) a direct community offering (the "Direct “Community Offering"”), and (iii) conducted if necessary, a syndicated offering (the “Syndicated Offering”). The Subscription Offering, the Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Offering.” The Shares will constitute 45% of the outstanding common stock of Holdings after completion of the Offering. Holdings will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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 shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): · eligible members of Nodak Mutual, who are the named insureds under policies of insurance issued by Nodak Mutual and in force on January 21, 2016; · the Employee Stock Ownership Plan formed by Nodak Mutual (the “ESOP”); and · officers, directors, and employees of Nodak Mutual. Holdings may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the following categories of purchasers (listed in order of priority) in the Community Offering before offering them to the general public: · Named insureds under policies of insurance issued by Nodak Mutual after January 21, 2016; · Licensed insurance producers appointed by Nodak Mutual; · Members of the North Dakota Farm Bureau that are not policyholders of Nodak Mutual; · Residents of North Dakota; · Licensed insurance producers appointed by Battle Creek Mutual Insurance Company (“Battle Creek”), American West Insurance Company (“American West”), or Primero Insurance Company (“Primero”); and · Residents of South Dakota, Minnesota, Nebraska, Nevada and Arizona. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering and or in the Company Community Offering may offer its Common Stock for sale be offered in a public offering the Syndicated Offering to selected persons members of the general public on a best-efforts basis through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (the "Public Offering,") conducted after the Direct Community Offering“FINRA”). The Public Offering, Syndicated Offering will be managed by the Direct Community Offering and Subscription Offering are refereed Agent. It is acknowledged that the number of Shares to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan Prospectus, and that the Company Holdings may reject reject, in whole or in part part, any subscriptions subscription received from subscribers in the Public Community Offering or Direct Community Syndicated Offering. The Company Holdings has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 337-01371) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the Savings Bank desire regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto as have been required to retain Capital Resources the date hereof (the “Registration Statement”). The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, including post-effective amendments. The prospectus, as amended, included in the Registration Statement at the time it initially becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by Holdings pursuant to assist the Company with its sale Rule 424(b) or (c) of the Shares 1933 Act Regulations differing from the prospectus included in the OfferingRegistration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time such prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. By and through Concurrently with the execution of this Agreement, Holdings is delivering to the Company Agent copies of the Prospectus, dated ________, 2016, of Holdings to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Offering as defined in the Prospectus. In accordance with Section 26.1-12.2-02(2) of the North Dakota Century Code (the “Century Code”), Nodak Mutual has filed with the North Dakota Insurance Commissioner (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion Application”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Nodak Mutual relating to the Conversion (the “Proxy Statement”), the Pro Forma Valuation Report prepared by F▇▇▇▇▇▇ Financial, Inc. (the “Appraisal”), and the Savings Bank confirm the retention of Capital Resources to assist the Company and the Savings Bank during the OfferingProspectus.

The Offering. The Savings BankOn March 12, in accordance with and pursuant to its plan of conversion adopted by 2013, the Board of Directors of the Savings Bank Association adopted a Plan of Conversion, (the "“Plan"”), intends which provides for (i) the conversion of the Association from the mutual form of organization to be converted from a federally chartered mutual savings bank to a federally chartered the stock savings bank form of organization in accordance with the laws of the United States and will sell the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”) (the “Conversion Regulations”), the issuance of all of its issued and the Association’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”). Upon completion of the Conversion, the Association will be a wholly owned subsidiary of the Holding Company. The As part of the Plan, the Holding Company will offer and sell its common stock is offering up to 690,000 shares (subject to increase to up to 793,500 shares) (the "“Shares”) of common stock, par value $0.01 per share (the “Common Stock"”), in (i) in a subscription offering ("the “Subscription Offering"”) to (1) depositors of the Savings Bank as of June 30and, 1997 ("Eligible Account Holders")if necessary, (2ii) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct “Community Offering"”) conducted after and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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. All references to the Association herein shall include the Association in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 510,000 and 690,000 Shares (subject to increase to up to 793,500 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Association’s depositors with aggregate account balances of at least $50.00 as of the close of business on January 31, 2012 (the “Eligible Account Holders”); (ii) the Association’s tax qualified employee benefit plans; (iii) the Association’s depositors with aggregate account balances of at least $50.00 as of the close of business on , 2013 (the “Supplemental Eligible Account Holders”); and (iv) to depositors and borrowers of the Association as of , 2013 (the “Other Members”). The Holding Company may offer its Common Stock Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons, including trusts of natural persons, residing in Westchester, ▇▇▇▇▇▇ and Rockland Counties, New York and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in a public offering the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected persons members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the "Public Offering,"“FINRA”) conducted after managed by the Direct Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering are refereed to collectively Agent as the "Offering," and all such Offerees being referred sole book running manager. It is acknowledged that the number of Shares to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject reject, in its sole discretion, in whole or in part part, any subscriptions subscription received from subscribers in the Public Community Offering or Direct and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-187317) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the Savings Bank desire regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to retain Capital Resources the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to assist the Company with its sale Rule 424(b) or (c) of the Shares 1933 Act Regulations differing from the prospectus included in the OfferingRegistration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. By In connection with the Conversion, (i) the Association has filed with the OCC an Application for Conversion (together with any other required ancillary applications and/or notices, the “Conversion Application”) and through amendments thereto as required in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Association (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus, dated , 2013, to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Savings Bank confirm Prospectus and any prospectus supplement for use in the retention of Capital Resources to assist the Company and the Savings Bank during the Syndicated Community Offering.

The Offering. The Savings BankCompany, in accordance with and pursuant to its plan the Plan of conversion Stock Issuance adopted by the Board Boards of Directors of the Savings Company, the MHC and the Bank which provides for an offering of up to 30.0% of the Company's common stock, par value $.01 per share ("Common Stock"), in compliance with Office of Thrift Supervision ("OTS") regulations (together with such amendments thereto and supplementary materials as may have been required through the date hereof, the "Plan"), intends to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all of its issued and outstanding stock to the Company. The Company will offer and sell its common stock (the "up to [ ] shares of Common Stock") Stock in a subscription offering ("Subscription Offering") to (1) depositors eligible account holders of record as of the Savings Bank as close of June 30business on December 31, 1997 2003 ("Eligible Account Holders"), ; (2) tax qualified employee benefit plans of the Savings Bank, Company's Tax-Qualified Employee Plans; (3) depositors supplemental eligible account holders of record as of the Savings Bank as close of December business on March 31, 1998 2005 ("Supplemental Eligible Account Holders"), ; and (4) certain other members directors, officers, and employees of the Savings Company or the Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "SharesSubscription Offering"). Subject Concurrently with, at any time during, or promptly after the Subscription Offering, and on a lowest priority basis, an opportunity to subscribe may also be offered to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices general public in a direct community offering offering, with a preference to natural persons residing in Dougherty, Lee, ▇▇▇▇▇▇▇▇ and Worth counties in Georgia (the a "Direct Community Offering") conducted after and to the Subscription Offering and the Company may offer its Common Stock for sale general public in a public offering to selected persons (the a "Public Offering,") conducted after the Direct Community Offering), if necessary. The Public Subscription Offering, the Direct Community Offering and Subscription Public Offering are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred the Common Stock to be sold by the Company in the aggregate as Offering are hereinafter called the "Eligible OffereesShares." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject reject, in whole or in part part, any subscriptions orders received from subscribers in the Public Direct Community Offering or Direct Community Public Offering. NEXT PAGE The Company has filed with the Securities and Exchange Commission (the Savings Bank desire "SEC") a registration statement on Form SB-2 (File No. ___________) (the "Registration Statement") containing a prospectus relating to retain Capital Resources to assist the Company with its sale Offering for the registration of the Shares in under the OfferingSecurities 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. By The term "Registration Statement" shall include any documents incorporated by reference therein and through this Agreementall financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the Company term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the Savings Bank confirm time said prospectus is filed with the retention of Capital Resources to assist the Company and the Savings Bank during the OfferingSEC.

The Offering. The Savings BankOn September 16, in accordance with and pursuant to its plan of conversion adopted by 1999, the Board of Directors of the Savings Bank adopted a Plan of Reorganization (the "Plan") which provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding Common Stock to the Holding Company (the "Reorganization"), intends to be converted from and the issuance of a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all majority of its issued and the outstanding common stock to the CompanyMHC. Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Holding Company and the Holding Company will be a majority owned subsidiary of the MHC. The Holding Company will offer and sell its is offering up to 878,313 shares of common stock stock, par value $0.01 per share (the "Common Stock") (subject to an increase up to 1,010,059 shares), in (i) a subscription offering (the "Subscription Offering") to (1) depositors of the Savings Bank as of June 30, 1997 ("Eligible Account Holders"), (2) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditionsif necessary, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in (ii) a direct community offering (the "Direct Community Offering") conducted after and (iii) a syndicated community offering (the Subscription Offering "Syndicated Community Offering"), in connection with the conversion and reorganization of the Bank from a mutual savings bank to a stock savings bank and wholly-owned subsidiary of the Holding Company may (the "Reorganization"), all pursuant to the Plan of Reorganization from a Mutual Savings Association to Mutual Holding Company and Stock Issuance Plan (the "Plan"). 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. Pursuant to the Plan, the Holding Company will offer and sell shares of its Common Stock for sale in a public offering to selected persons (the "Public Offering,Conversion Shares" or "Shares") conducted after in the Direct Subscription Offering, Community Offering. The Public Offering, and Syndicated Community Offering (collectively, the Direct Community Offering and Subscription Offering are refereed to collectively as the "Conversion Offerings" or "Offering," and all such Offerees being referred to in ") so that, upon completion of the aggregate as "Eligible Offerees." Shares may also be sold in Conversion Offerings, the Public Offering by a selling group purchasers of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Conversion Shares in the Offering is subject to maximum Conversion Offerings will own 47% of the outstanding Common Stock and minimum purchase limitations as described in the Plan and that MHC will own 53% of the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering or Direct Community Offeringoutstanding Common Stock. The Holding Company and the Savings Bank desire to retain Capital Resources to assist the Company with its sale of will issue the Shares in at a purchase price of $8.00 per share (the Offering"Purchase Price"). By and through this Agreement, If the Company and the Savings Bank confirm the retention number of Capital Resources to assist the Company and the Savings Bank during the Offering.Conversion Shares is increased or

The Offering. The Savings BankPursuant to a Registration Statement on Form S-1, in accordance with and pursuant hereinafter described, the Company intends to its plan distribute to the holders of conversion adopted by the Board of Directors of the Savings Bank record (the "PlanCurrent Shareholders"), intends to be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and will sell all ) of its issued and outstanding stock to the Company. The Company will offer and sell its 's common stock stock, $0.01 par value per share (the "Common Stock"), as of March 26, 1997 (the "Record Date"), subscription rights (the "Subscription Rights") in to subscribe for and purchase up to an aggregate of 2,701,619 Shares of Common Stock of the Company ("Shares") at a subscription offering price of $___ per share ("Subscription Price"). Each Current Shareholder will receive a non-transferable right to subscribe for and purchase one additional share of Common Stock for each whole share of Common Stock owned on the Record Date. Such offering of Subscription Rights to Current Shareholders is referred to as the "Rights Offering" and shall be deemed to commence upon the date of the first general mailing of the prospectus, as hereinafter defined ("Commencement Date"). Upon completion of the Rights Offering, the Company will offer shares not subscribed for in the Rights Offering to members of the general public (the "Community Offering") to (1) depositors whom a copy of the Savings Bank prospectus (as of June 30, 1997 ("Eligible Account Holders"), (2hereinafter defined) tax qualified employee benefit plans of the Savings Bank, (3) depositors of the Savings Bank as of December 31, 1998 ("Supplemental Eligible Account Holders"), is delivered and (4) certain other members of the Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the abovethrough participating registered broker-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices dealers in a direct concurrent syndicated community offering (the "Direct Syndicated Community Offering") conducted after ). The Rights Offering, the Subscription Community Offering and the Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") conducted after the Direct Syndicated Community Offering. The Public Offering, the Direct Community Offering and Subscription Offering together, are refereed collectively referred to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering or Direct Community Offering. The Company has filed with the Securities and Exchange Commission ("Commission") a registration statement on Form S-1 (File No. 333-___________), including exhibits ("Registration Statement"), containing a prospectus relating ▇▇ ▇▇e O▇▇▇▇▇ng, for the Savings Bank desire to retain Capital Resources to assist the Company with its sale registration of the Shares in under the OfferingSecurities Act of 1933 ("1933 Act"), and has filed such amendments and supplements thereto, if any, and such amended prospectuses and supplemented prospectuses as may have been required to the date hereof. By The prospectus, as amended, on file with the Commission at the time the Registration Statement initially becomes 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 through this Agreementregulations of the Commission under the 1933 Act ("1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the Company term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the Savings Bank confirm time said prospectus is filed with the retention of Capital Resources to assist the Company and the Savings Bank during the OfferingCommission.