Common use of The Offering Clause in Contracts

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

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

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

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

The Offering. In accordance with a plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank The Company intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) 1,000,000 Depositary Shares (the “Shares” or “Offer Shares”) of its common stock), $0.01 each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no par value per share and a liquidation preference of $1,000.00 per share (the “Common StockSeries B Shares”), in a subscription an offering to subscribers in the following order of priority: (1) current common equity shareholders of the Company (the “Subscription Shareholder Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), and (2) the BankCompany’s tax-qualified employee plans, including customers and residents of the employee stock ownership plan established by the Bank communities it serves (the “ESOPCommunity Offering”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights preference of subscriptions received first in the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Shareholder Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing second in the Community (as defined in the Plan)Offering, and thereafter to cover orders of other members of the general public. It it is anticipated that any Shares not subscribed for in the Subscription Shareholder Offering and the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement by the Agent (the “Syndicated Community Offering”) (the Subscription Shareholder Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Ohio. It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus (as defined below) and that the Holding Company may in its sole discretion reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with Subscription funds received in the Conversionoffering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the Bank filed with subscription funds will be promptly returned to 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 192subscribers. 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. 333-194501191169) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares Securities under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a the plan of conversion and reorganization adopted by the Board of Directors of each of the Bank Territorial Parties, as amended (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and Territorial Savings Group will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 10,637,500 shares (subject to increase up to 4,232,000 12,233,125 shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of March 31, 2009 (“Supplemental Eligible Account Holders Holders”), and (4) other members of the MHC as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders State of other members of the general publicHawaii. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionSeptember 2002, the Bank filed with Bank’s mutual predecessor reorganized into the Office mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the Comptroller outstanding shares of Territorial Savings Group. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Territorial Savings Group currently owns 100% of the Currency (outstanding shares of common stock of the “OCC”) an application on Form AC for conversion Bank. Territorial Savings Group has not issued shares of its stock to a stock bank (together with any other required ancillary applications and/or noticesthe public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by Territorial Savings Group will cease to exist and the OCC in accordance with Bank will be a wholly owned subsidiary of the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501155388) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by FinPro, Inc., dated February 27, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

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

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

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

The Offering. In The Company, in accordance with a plan of conversion its Stock Issuance Plan adopted by the its Board of Directors of the Bank (the “"Plan”"), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,914,750 shares (subject to increase up to 4,232,000 2,201,963 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 .10 par value per share (the “"Shares" or "Common Stock”Shares"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 2002 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by Employee Stock Ownership Plan of the Bank (the “"ESOP”), ") and (3) depositors of the Bank with Qualifying Deposits as of March 31, 2004 ("Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the PlanHolders"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Offer Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts people who are residents of natural persons) residing in the Community (as defined in the Plan)Madison County, and thereafter to cover orders of other members of the general publicIllinois. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with The Common Shares offered for sale in the Conversion, the Bank filed with the Office Offering will represent a minority ownership interest of 45% of the Comptroller Company* s total outstanding shares of Common Shares. The Company will issue the Currency Shares at a purchase price of $10.00 per share (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The Bank, in accordance with a the plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its articles of incorporation and constitution to an Ohio-chartered stock savings and loan association, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the Offering (as hereinafter defined); and (3) the Holding CompanyCompany will issue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 977,500 shares (subject to increase up to 4,232,000 1,124,125 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ________ (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (as defined in the Plan)Ohio Counties of ▇▇▇▇▇▇▇▇ and Clermont, and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the The Bank filed with the Office of the Comptroller of the Currency (the “OCC”) is 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 Ohio chartered mutual savings and loan holding company under association that has no stockholders and is controlled by its members. Pursuant to the HOLA terms of the Plan, upon completion of the Conversion and the regulations promulgated thereunder. In additionOffering, the legal existence of the Bank will not terminate but the Bank will be a continuation of the entity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-194501198668) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with the applicable provisions of the Ohio Revised Code, including Sections 1151.66 and 1155.27, the regulations of the Ohio Division of Financial Institutions (the “ODFI”), and federal law and regulations, including Section 192 of the regulations of the Office of the Comptroller of the Currentcy as applied by the Federal Deposit Insurance Corporation (the “FDIC”) (collectively, the “Conversion Regulations”), the Bank has filed with the ODFI and the FDIC an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by ▇▇▇▇▇▇ & Company, Inc., dated August 5, 2014 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the ODFI and the FDIC. The Conversion Application has been approved by the ODFI and the FDIC and the related Prospectus has been authorized for use by the ODFI and the FDIC. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application on Form H-(e)l (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Conversion Application and the Holding Company Application are referred to herein collectively as the “Reorganization Applications.”

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

The Offering. In The Association, in accordance with a its plan of conversion adopted by the its Board of Directors of the Bank Association (the “"Plan”"), the Bank intends to convert from the a federally chartered mutual form savings association and to simultaneously merge with and into First Federal Savings and Loan Association of organization to the stock form of organization Independence, ("First Federal") a Federal savings and loan association (the “"Merger Conversion”"). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the PlanAssociation's plan of merger conversion ("Plan of Merger Conversion"), non-transferable rights to subscribe ("Subscription Rights") for the Holding Company will offer and sell up to 3,680,000 shares Company's common stock (subject to increase up to 4,232,000 shares) (the “"Shares” " or “Offer Shares”) of its common stock, $0.01 par value per share (the “"Common Stock”)") have been given, in a subscription offering (the “Subscription Offering”) to order of priority, to: (1) depositors Eligible Account Holders (deposit account holders of the Bank with Qualifying Deposits (as defined in the Plan) Association as of September 30December 31, 2012 (“Eligible Account Holders”1996), ; (2) the Bank’s taxTax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), Qualified Employee Plans; (3) Supplemental Eligible Account Holders (deposit account holders of the Association as defined in of June 30, 1998); (4) members of the PlanAssociation, other than Eligible Account Holders and Supplemental Eligible Account Holders, as of ________ ___, 1998, the voting record date for the Special Meeting ("Other Members"); and (45) Other Members officers, directors and employees of the Association (as defined in the Plan"Subscription and Community Offering"). Subject Concurrently, and subject to the prior subscription rights of the above-listed partiesholders of Subscription Rights, the Holding Company may offer is offering its common stock for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a first preference given to natural persons (including trusts of natural persons) residing in ▇▇▇▇▇▇ County, Kansas (the "Community (as defined in the PlanOffering"), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, the Community Offering and the Syndicated Community Offering are collectively referred to collectively as the “"Subscription and Community Offering”"). It is acknowledged that the purchase of Offer Shares in the Offering is All purchases will be subject to the maximum and minimum purchase limitations as and other terms and conditions described in the Plan of Merger Conversion including the Association's and that the Holding Company may rejectCompany's right, in their sole discretion, to reject orders received in the Community and the Syndicated Community Offering in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office The shares will be offered at a price equal to 95% of the Comptroller average market price of the Currency Company's common stock (based on the average of the closing bid and ask quotations on the NASDAQ SmallCap Market) for the ten trading days ending on the expiration date of the offering (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”"Purchase Price"), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

The Offering. In The MHC, in accordance with a the plan of conversion and reorganization adopted by the Board of Directors of each of the Bank Harvard Parties, [as amended] (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and Harvard Financial will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,092,500 shares (subject to increase up to 4,232,000 1,256,375 shares) of its common stock, $.01 par value per share (the “Shares” or “Offer Common Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September June 30, 2012 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of [SUPPLEMENTAL DATE] (“Supplemental Eligible Account Holders Holders”), and (4) other members of the MHC as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the Community (as defined counties of McHenry and Grundy in the Plan), and thereafter to cover orders State of other members of the general publicIllinois. It is anticipated that any Shares shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the ConversionOctober 2005, the Bank filed with Bank’s mutual predecessor reorganized into the Office mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the Comptroller outstanding shares of Harvard Financial. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Harvard Financial currently owns 100% of the Currency (outstanding shares of common stock of the “OCC”) an application on Form AC for conversion Bank. Harvard Financial has not issued shares of its stock to a stock bank (together with any other required ancillary applications and/or noticesthe public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by Harvard Financial will cease to exist and the OCC in accordance with Bank will be a wholly owned subsidiary of the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501161931) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC, dated August 28, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Bank has filed an Application with the Director (the “Director”) of the Division of Banking of the Illinois Department of Financial and Professional Regulation (the “Division”), including the Prospectus, exhibits, and all amendments and supplements required to be filed with respect thereto to the date hereof (as so amended and supplemented, the “Division Application”) for approval of the Conversion and with the FDIC under the Bank Merger Act (the “FDIC Application”). The Division Application and the FDIC Application include, among other things, the Plan and the MHC’s proxy statement (the “Proxy Statement”) for the special meeting of the MHC’s members to approve the Plan to be held on , 2010 (the “Special Meeting”) and the Prospectus.

The Offering. In The MHC, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Sound Financial Parties (the “Plan”), the Bank intends to convert from the federal mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 1,495,000 shares (subject to increase up to 4,232,000 1,719,250 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30December 31, 2012 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of [____________], 2012 (“Supplemental Eligible Account Holders (as defined in the PlanHolders”); , and (4) Other Members (of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including and trusts of natural persons) persons residing in the Community (Washington Counties of King, Pierce, Snohomish and Clallam, and next to cover orders of the public shareholders of the Mid-Tier as defined in the Plan)of [VOTING RECORD DATE], and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. The Bank was originally founded as a credit union and converted to a federal mutual savings bank in 2003. In connection with the Conversion2008, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion converted to a stock bank (together with any other required ancillary applications and/or noticesform and became a wholly-owned subsidiary of the Mid-Tier as part of a mutual holding company reorganization and stock issuance. The MHC currently owns 55% of the outstanding shares of the Mid-Tier. The MHC is a mutual holding company that has no shareholders and is controlled by its members. The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. The Mid-Tier sold 45% of its outstanding shares to public shareholders as part of its reorganization. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the “Conversion Application”) MHC and amendments thereto as required by the OCC in accordance with Mid-Tier will cease to exist and the Home Owners’ Loan Act, as amended (Bank will be a wholly owned subsidiary of the “HOLA”), and 12 C.F.R. Part 192Holding Company. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501180385) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 192 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application For Approval of Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated March 9, 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the federal regulators. The Form AC has been approved by the FRB and any other appropriate regulator, and the related Prospectus has been authorized for use by the FRB. In addition, the Holding Company has filed with the FRB an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”), as in effect at the time and the FRB has approved the Holding Company Application.

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

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

The Offering. In The MHC, in accordance with a the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the Bank Primary Parties (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 230,000,000 shares (subject to increase up to 4,232,000 264,500,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September November 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the Bank’s 401(k) Plan, (3) Supplemental Eligible Account Holders (Holders, as defined in the Plan); , if any, and (4) Other Members (Depositors of the Bank as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on in a best efforts basis through a selected dealers agreement firm commitment underwritten offering (the “Syndicated Community Underwritten Offering”) with KBW and RBC Capital Markets, LLC (“RBC”) acting as joint book-running managers (the Agent and RBC may hereinafter referred to collectively as the “Joint Bookrunning Managers”) (the Subscription Offering, Community Offering and Syndicated Community Underwritten Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that Plan. Pursuant to the Holding Company may rejectPlan, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with as part of the Conversion, the Bank filed with the Office Holding Company intends to contribute 1,000,000 shares of the Comptroller of the Currency Common Stock (the “OCCFoundation Shares”) an application on Form AC for conversion and $10.0 million in cash to a stock bank the Investors Charitable Foundation (together with any other required ancillary applications and/or notices, the “Foundation”) (the Shares and the Foundation Shares may be referred to collectively as the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLAShares”), 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. 333-194501192966) (the “Registration Statement”), containing a prospectus relating to the Subscription Offering, for the registration of the Conversion Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the Bank Holding Company Act of 1956, as amended (the “BHCA”), and the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), the Holding Company has filed an application on Form FR Y-3 for approval of its acquisition of the Bank (the “Holding Company Application”) and has filed such amendments thereto as may have been required by the FRB. The Holding Company Application has been approved by the FRB. The MHC also has filed a Letter Application for Conversion with the FRB (the “Conversion Application”). In addition, the Holding Company has filed with the New Jersey Department of Banking and Insurance (the “New Jersey Banking Department”) an Application for Conversion (the “New Jersey Application”), and such amendments and supplements thereto as may have been required by the New Jersey Banking Department. The New Jersey Application has been approved by New Jersey Banking Department.

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

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

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

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

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

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

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

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

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