Common use of The Offering Clause in Contracts

The Offering. On October 21, 2009, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21The Bank, 2009, in accordance with the Board of Directors of the Bank adopted a Plan of Conversion Reorganization from a Mutual Bank to a Mutual Holding Company and Stock Issuance Plan, as amended (the “Plan”), which provides for (i) adopted by the conversion Board of Directors of the Bank from Bank, intends to reorganize into the mutual to the stock holding company form of organization (the “Reorganization”) in accordance compliance with the laws of the United States and the applicable regulations of the Office Board of Thrift Supervision Governors of the Federal Reserve System (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “ConversionFRB”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of Pursuant to the Plan, the Holding Company is offering will offer and sell up to 575,000 7,224,663 shares (subject to an increase of up to 661,250 8,308,362 shares) (the “Shares”) of its common stock, $0.01 par value $0.01 per share (the “Common Stock”), ) in (i) a subscription offering (the “Subscription Offering”) and, if necessary, to (ii1) a direct community offering depositors of the Bank with Qualifying Deposits (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), as defined in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30October 31, 2008 2015 (the “Eligible Account Holders”); , (ii2) the Bank’s tax-qualified employee benefit plans; , including the employee stock ownership plan established by the Bank (iiithe “ESOP”), (3) depositors of the Bank’s depositors Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on June 30, 2017 (the “Supplemental Eligible Account Holders”); , and (iv4) to depositors Other Members of the Bank as defined in the Plan. Subject to the prior subscription rights of (the “Other Members”). The above-listed parties, the Holding Company may offer Sharesfor sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, if any, remaining after the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering in to members of the Community Offering on general public to whom a priority basis copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the City New York Counties of BaltimoreBronx, Maryland New York, Queens and Kings and the Maryland Counties New Jersey County of Baltimore Xxxxxx, and Harford and then thereafter to cover orders of other members of the general public. In the event the Community Offering It is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may be offered in the Syndicated Community Offering to selected certain members of the general public on a best efforts basis through a syndicate of registered broker-selected dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. agreement (the “FINRASyndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus; Plan and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription orders received in the Community Offering and or Syndicated Community Offering. In addition, as described herein, the Holding Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to Xxxxx De Xxxx Foundation (the “Foundation”) (such shares hereinafter being referred to as the “Foundation Shares”) equal to 3.3% of the issued and outstanding shares of Common Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $200,000. The Holding Company currently plans to sell up to approximately 45.0% of its to be issued shares of Common Stock in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC will own approximately 51.7% of the Holding Company’s outstanding shares of Common Stock upon completion of the Reorganization. As a federally chartered mutual savings and loan association, the Bank has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $200,000, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Holding Company, operating under the name “Xxxxx Bank” (the “Stock Bank”), and the Holding Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $200,000, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-163797217275) in order (the “Registration Statement”), containing a prospectus relating to register the Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering or the Syndicated Community Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act Regulations (the “1933 Act Regulations”)) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with provided to the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or Agent for such use, respectively. In connection with the ConversionReorganization, the Bank filed with the (i) FRB a Combined Notice of Mutual Holding Company Reorganization on Form MHC-1 (the Bank has filed with the OTS “Form MHC-1”) and an Application for Conversion on Form AC Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (together with any other required ancillary applications and/or notices, the “Conversion Form MHC-2”), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the “MHC Notice”); (ii) Office of the Comptroller of the Currency (the “OCC”) pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), an Interagency Bank Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the “OCC Applications”), and (iii) Federal Deposit Insurance Corporation (the “FDIC”) pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the “FDIC Application”) and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank’s Proxy Statement for a Special Meeting of its Members relating to the Reorganization and the establishment of the Foundation (the “Members’ Proxy Statement”), the Reorganization Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the OTS in accordance with the Conversion Regulations and (ii) Prospectus. In addition, the Holding Company has filed with the OTS FRB an application on Form H-(e)1-S H-(e)1 for approval, pursuant to Section 10(e) of the Home Owners’ Loan Act, as amended (together “HOLA”), and the regulations promulgated thereunder (the “Control Act Regulations”) for the Holding Company to become a savings and loan holding company with any other required ancillary applications and/or notices, respect to the Bank (the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations). CollectivelyThe MHC Notice, the Conversion OCC Applications, the FDIC Application and the Holding Company Application may also be defined Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the “Reorganization Applications”.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21Harbor Florida Bancorp, 2009Inc., a Delaware corporation, will convert first to a federal stock holding company and thereafter to an interim federal stock savings bank. Thereafter, it will merge into the Bank. The MHC, in accordance with its Plan of Conversion and Reorganization adopted by its Board of Directors (the "Plan"), intends to convert to an interim federal stock savings bank and merge with and into the Bank, pursuant to which the MHC will cease to exist (the "Conversion"). In connection therewith, each stockholder other than the MHC immediately prior to the Conversion ("Public Stockholders") will receive Exchange Shares of the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding Company's common stock ("Common Stock," or "Shares") pursuant to a ratio that will result in Public Stockholders owning in the Holding Company and aggregate immediately after the issuance of all Conversion the same percentage of the outstanding common stock shares of Common Stock, before giving effect to (a) the Holding Company payment of cash in lieu of fractional shares and (b) the purchase by such stockholders of additional shares of Common Stock in the Offering (as hereinafter defined) (Offering. Pursuant to the “Conversion”). Upon completion of Plan and in connection with the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 15,208,750 shares (subject to an increase of up to 661,250 shares) its common stock (the “Shares”"Conversion Stock") of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct and community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”"Offerings"). If the number of Shares Conversion Stock is increased or decreased first being offered in accordance a subscription offering with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable nontransferable subscription rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be being granted, in the following order of priority: , to (i) depositors of the Bank’s depositors Bank with aggregate account balances of at least $50.00 or more as of the close of business on July 31, 1996 ("Eligible Account Holders"); (ii) the Bank's ESOP; (iii) depositors of the Bank with account balances of $50.00 or more as of the close of business on September 30, 2008 1997 (the “"Supplemental Eligible Account Holders”"); (iiiv) depositors of the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 Bank as of the close of business on ______________, 1997 (the “other than Eligible Account Holders and Supplemental Eligible Account Holders”); ) and certain borrowers ("Other Members") and (ivv) to depositors stockholders of the Bank as of Company, other than the Mutual Holding Company (the “Other Members”"Public Stockholders"). The Holding Company may offer SharesSubscription rights will expire if not exercised by Noon, if anyFlorida time, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of BaltimoreDecember __, Maryland and the Maryland Counties of Baltimore and Harford and then 1997, unless extended. Subject to the general public. In the event the Community Offering is heldprior rights of holders of subscription rights, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but Conversion Stock not subscribed for in the Subscription Offering or purchased is being offered in the Community Offering may be offered in the Syndicated Community Offering to selected certain members of the general public through to whom a syndicate of registered broker-dealers managed by the Agent which are members copy of the Financial Industry Regulatory AuthorityProspectus is delivered, Inc. (the “FINRA”). It is acknowledged that the number of Shares with preference given to be sold natural persons residing in the Offering may be increased Local Community. The Primary Parties reserve the absolute right to reject or decreased as described accept any orders in the Prospectus (as hereinafter defined); that the purchase of Shares in the Community Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in either at the Community Offering and Syndicated Community Offeringtime of receipt of an order or as soon as practicable following the Expiration Date. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “"Commission”") a Registration Statement registration statement on Form S-1 (File No. 333-163797333-_____) in order (the "Registration Statement") containing a prospectus relating to register the Offerings for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “"1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof (the “Registration Statement”)hereof. The prospectus, as amended, included in on file with the Commission at the time the Registration Statement at the time it initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act Regulations (the "1933 Act Regulations") differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectivelyCommission. In connection accordance with the Conversionregulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), (i) the Bank MHC has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “"Conversion Application”) "), including the prospectus, and has filed such amendments thereto thereto, if any, as may have been required by the OTS in accordance with the OTS. The Conversion Regulations and (ii) the Holding Company Application has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required been approved by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the related Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement has been authorized for use in by the Syndicated Community OfferingOTS.

The Offering. On October 21The Association, 2009in accordance with its plan of ------------ conversion, the adopted by its Board of Directors of the Bank adopted a Plan of Conversion Association (the “"Plan”"), which provides for (i) the conversion of the Bank intends to convert from the a federally chartered mutual savings and loan association to the a federally chartered stock form of organization in accordance with the laws of the United States savings and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectivelyloan association, the “Conversion Regulations”), the issuance of and to issue all of the Bank’s its issued and outstanding common capital stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of In addition, pursuant to the Plan, the Holding Company is offering will offer and sell up to 575,000 13,754,000 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of its common stock, par value $0.01 per share (the “"Shares" or "Common Stock”"), in (i) a subscription offering (the “"Subscription Offering”") andto (1) depositors of the Association with savings accounts of $100 or more as of March 31, if necessary1997 ("Eligible Account Holders"), (ii2) the Company's and Association's Employee Stock Ownership Plan ("ESOP"), (3) depositors of the Association with savings accounts of $100 or more as of September 30, 1998 ("Supplemental Eligible Account Holders") and (4) other members (borrowers and depositors) of the Association as of the Voting Record Date, _______ __, 1998 ("Other Members"). Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “"Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” " and, collectively when referred to together with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not so subscribed for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, or ordered in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in to certain members of the Community Offering on general public to whom a priority basis copy of the Prospectus (as hereinafter defined) is delivered, with a preference given to natural persons residing who are residents of Trumbull and Mahoning Counties of Ohio (the "Local Community") ("Preferred Subscribers") (all such offerees being referred to in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general publicaggregate as "Eligible Offerees"). In the event the Community Offering It is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may will be offered in the Syndicated Community Offering to selected members of the general public through on a syndicate best efforts basis by a selling group of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. Xxxx (the “FINRA”"Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus; Plan and that the Holding Company and the Association may reject, in its sole discretion, in whole or in part, any subscription orders received in the Community Offering and or Syndicated Community Offering. The Holding Company has filed with Collectively, these transactions are referred to herein as the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. "Conversion." In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus, immediately following the consummation of the Conversion, (i) subject to the Bank has filed approval of the members of the Association and compliance with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or noticescertain conditions as may be imposed by regulatory authorities, the “Conversion Application”) and amendments thereto as required by the OTS Company will contribute newly issued Common Stock equal to 7.7% of such Shares sold in accordance with the Conversion Regulations and to the First Federal of Xxxxxx Community Foundation (iithe "Foundation") the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined such shares hereinafter being referred to as the “Applications("Foundation Shares").” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21The Bank, 2009, the in accordance with its plan of conversion adopted by its Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), which provides for intends to convert from a federally-chartered mutual savings bank to a federal stock savings bank (i) the conversion “Conversion”), and issue all of the Bank from the mutual its issued and outstanding capital stock to the stock form of organization in accordance with the laws of the United States Company. The Conversion will be accomplished pursuant to federal law and the applicable rules and regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of Pursuant to the Plan, the Holding Company is offering will offer and sell up to 575,000 3,208,500 shares (subject to an increase of up to 661,250 3,689,775 shares) (the “Shares”) of its common stock, $.01 par value $0.01 per share (the “Shares” or “Common StockShares”), in (i) a subscription offering (the “Subscription Offering”) andto (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31, if necessary2007 (“Eligible Account Holders”), (ii2) the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of June 30, 2008 (“Supplemental Eligible Account Holders”), and (4) other depositor members of the Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “Community Offering”) ” and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively when referred to together with or subsequent to the Subscription Offering and the Community Offering, the “Subscription and Community Offering”), in connection with the Conversion. The Holding Company will issue ) the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons who are residents of Xxxxx, Xxxxx, Harrison, Jefferson, Xxxxx and Washington Counties in Indiana and Bullitt, Henry, Jefferson, Meade, Nelson, Xxxxxx, Xxxxxx, Xxxxxxx and Xxxxxxx Counties in Kentucky. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered in the Syndicated Community Offering to selected certain members of the general public on a best efforts basis through a syndicate of registered broker-selected dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. agreement (the “FINRASyndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus; Plan and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription orders received in the Community Offering and or Syndicated Community Offering. In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus (as hereinafter defined), immediately following the consummation of the Conversion, subject to compliance with certain conditions as may be imposed by OTS, the Company will contribute 110,000 shares of its common stock (the “Foundation Shares”) and $100,000 in cash to the First Savings Charitable Foundation (the “Foundation”). The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement registration statement on Form S-1 (File No. 333-163797151636) in order (the “Registration Statement”), containing a prospectus relating to register the Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof (the 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, included in on file with the Commission at the time the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act Regulations (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectivelyCommission. In connection accordance with Title 12, Part 563b of the ConversionCode of Federal Regulations (the “Conversion Regulations”), (i) the Bank has filed with the OTS an Application for For Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Form AC”), including the Prospectus and the Conversion ApplicationValuation Appraisal Report prepared by RP Financial, LC. (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 in accordance with and the Conversion Regulations and (ii) related Prospectus has been authorized for use by the Holding OTS. In addition, the Company has filed with the OTS an application on Form H-(e)1Application H-(e)l-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a savings and amendments thereto loan holding company under the Home Owners* Loan Act, as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application amended (“HOLA”) and the Holding Company Application may also be defined as regulations promulgated thereunder (the “ApplicationsControl Act Regulations”).” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21The Bank, 2009, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws its Plan of the United States Reorganization from Mutual Saving Bank to Mutual Holding Company and the applicable regulations Stock Issuance Plan adopted by its Board of the Office of Thrift Supervision Trustees and subsequently amended and restated (the “OTS”) (collectively, the “Conversion Regulations”"Plan"), the issuance of intends to convert from a New York State chartered mutual savings bank to a New York State chartered stock savings bank, and will issue all of the Bank’s its issued and outstanding common capital stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of In addition, pursuant to the Plan, the Holding Company is offering will offer and sell up to 575,000 609,500 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of its common stock, par value value, $0.01 .01 per share (the “"Shares" or "Common Stock”"), in (i) a subscription offering (the “"Subscription Offering”") andto (1) depositors of the Bank with account balances of $100.00 or more as of September 30, if necessary1997 ("Eligible Account Holders"), (ii2) the Oswego County Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with account balances of $100.00 or more as of March 31, 1999 ("Supplemental Eligible Account Holders"), and (4) employees, officers and trustees of the Bank. To the extent Shares remain unsold in the Subscription Offering, the Company is offering for sale in a direct community offering (the “"Community Offering”) " and when referred to together with the Subscription Offering, the "Subscription and Community Offering"), the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public, with preference given to natural persons residing Oswego County (iii) "Other Subscribers"), (all such offerees being referred to in the aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers arrangement (the “"Syndicated Community Offering” and, collectively with ") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the “Offering”), in connection with the Conversion. "Reorganization." The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “"Purchase Price”"). If the number of Shares is increased or decreased in accordance In connection with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references Reorganization and pursuant to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary terms of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased Plan as described in the Prospectus (as hereinafter defined); that , immediately following the purchase consummation of the Reorganization, subject to the approval of the members of Bank and compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute newly issued Common Stock equal to 4% of such Shares sold in the Offering is subject Reorganization to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission Oswego County Charitable Foundation (the “Commission”"Foundation") a Registration Statement on Form S-1 (File No. 333-163797) in order such shares hereinafter being referred to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications("Foundation Shares").” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21April 22, 2009, the Board of Directors of the Bank PMMHC adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank PMMHC from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion RegulationsConversion”), the issuance formation of all HoldCo as a holding company that will own 100% of the Bank’s outstanding common stock to the Holding Company of PMMHC, and the issuance of all of the PMMHC’s outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”)to HoldCo. Upon completion of In connection with the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company HoldCo is offering up to 575,000 6,772,222 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) ), and, if necessary, (ii) a direct community offering (the “Community Offering”) ), and (iii) a syndicated community offering (the “Syndicated Community Offering” and”). The Subscription Offering, collectively with the Subscription Community Offering and the Syndicated Community Offering, Offering are herein sometimes collectively referred to as the “Offering”), in connection with the Conversion. The Holding Company .” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references The shares of Common Stock to the Bank herein shall include the Bank be offered in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) Offering will be granted, offered pursuant to nontransferable subscription rights in the following order of priority: priority (i) subject to limitations set forth in the Bank’s depositors with aggregate account balances Plan): • eligible members of at least $50.00 PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as commencement of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”)Offering. The Holding Company HoldCo may offer Shares, if any, remaining after shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering on a priority basis to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in the City of BaltimoreLackawanna or Luzerne Counties, Maryland and the Maryland Counties of Baltimore and Harford and then to the general publicPennsylvania. In the event the a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but shares not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers solely managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); , that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; , and that the Holding Company HoldCo may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and or Syndicated Community Offering. The Holding Company HoldCo has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797156936) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), ) and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company HoldCo pursuant to Rule 424(b) or (c) of the regulations of the Commission under the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company XxxxXx is delivering to the Agent copies of the Prospectus Prospectus, dated , 2010 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any) ), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the a Syndicated Community OfferingOffering as defined in the Prospectus.

The Offering. On October 21March 12, 20092013, the Board of Directors of the Bank Association adopted a Plan of Conversion Conversion, (the “Plan”), which provides for (i) the conversion of the Bank Association from the mutual form of organization to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) (collectively, the “Conversion Regulations”), the issuance of all of the BankAssociation’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank Association will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 690,000 shares (subject to an increase of to up to 661,250 793,500 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank Association herein shall include the Bank Association in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 510,000 and 575,000 690,000 Shares (subject to an increase of to up to 661,250 793,500 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the BankAssociation’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30January 31, 2008 2012 (the “Eligible Account Holders”); (ii) the BankAssociation’s tax-tax qualified employee benefit plans; (iii) the BankAssociation’s depositors with aggregate account balances of at least $50.00 as of the close of business on , 2013 (the “Supplemental Eligible Account Holders”); and (iv) to depositors and borrowers of the Bank Association as of , 2013 (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons persons, including trusts of natural persons, residing in the City of BaltimoreWestchester, Maryland Xxxxxx and the Maryland Counties of Baltimore and Harford Rockland Counties, New York and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”)) managed by the Agent as the sole book running manager. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797187317) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank Association has filed with the OTS OCC an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Association (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus Prospectus, dated , 2010 2013, to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21, 2009, Pursuant to the Plan of Reorganization from a Mutual Savings and Loan Association to a Mutual Holding Company and Stock Issuance Plan adopted by the Board of Directors of the Bank adopted a Plan of Conversion Association on August 19, 2010 [and amended and restated on October 27, 2010 (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering by way of non-transferrable subscription rights up to 575,000 1,821,600 shares (subject to an increase of up to 661,250 2,094,480 shares) (the “Shares”) of common stock, par value $0.01 per share (the “its Common Stock”), in (i) a subscription offering Stock (the “Subscription Offering”) andto: (1) depositors of the Association with Qualifying Deposits, if necessaryas defined in the Plan, as of June 30, 2009 (ii“Eligible Account Holders”); (2) Tax-Qualified Employee Plans of the Association (as defined in the Plan); (3) depositors of the Association with Qualifying Deposits as of September 30, 2010 (“Supplemental Eligible Account Holders”); and (4) Other Members, as defined in the Plan (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Direct Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Direct Community Offering”), which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons residing in Oconee and (iii) Pickens Counties, South Carolina. It is anticipated that shares not subscribed for in the Subscription and Direct Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering” and, collectively together with the Subscription Offering and the Direct Community Offering, the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in connection with whole or in part, any orders received in the ConversionDirect Community Offering or Syndicated Community Offering. The Holding Pursuant to the Plan, the Company will issue is offering a minimum of 1,346,400 shares and a maximum of 1,821,600 shares (subject to an increase of up to 2,094,840 shares) of Common Stock (the Shares at “Shares”) in the Offering for a purchase price of $10.00 per share (the “Purchase Price”)share. If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-163797169410) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares and the Foundation Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it 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 SEC under the 1933 Act Regulations (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. The Plan provides for the Association to reorganize from a federally chartered mutual savings and loan association to a federally chartered stock savings association in federal mutual holding company form of ownership and issue all of its stock to the Company and for the Company to issue a majority of its outstanding Common Stock to the MHC (the “Reorganization”). The Plan also provides that the Company shall include any supplements contribute not more than 2% of its to-be outstanding shares of Common Stock (the “Foundation Shares”) to a charitable foundation to be established by the Association (the “Charitable Foundation”). Upon the completion of the Reorganization and amendments thereto from the Offering, the purchasers of Shares in the Offering will own 33% of the outstanding Common Stock, the Charitable Foundation will own 2% of the outstanding Common Stock and after their dates the MHC will own 65% of effectiveness or usethe outstanding Common Stock. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”), respectivelyexcept as such rules and regulations may be waived by the OTS. In connection accordance with Title 12, Parts 563b and 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the following applications have been filed with the Conversion, OTS: (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application Application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”); (ii) a Form MHC-1 Notice of Mutual Holding Company Reorganization (the “Form MHC-1 Notice”); and (iii) a Form MHC-2 Application for Approval of a Minority Stock Issuance (the “Form MHC-2 Application”). All amendments thereto as to the foregoing required by to the OTS in accordance with the Conversion Regulationsdate hereof have also been filed. CollectivelyThe Holding Company Application, the Conversion Application Form MHC-1 Notice and the Holding Company Form MHC-2 Application may also be defined are referred to herein collectively as the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.”

The Offering. On October 21The Company was incorporated on May 22, 20091996, for the purpose of serving as a savings and loan holding company and a bank holding company which will own of record all of the shares of common stock to be issued by the Association in the conversion of the Association from the mutual form to the capital stock form of organization (hereinafter referred to as the "Conversion") pursuant to a Plan of Conversion adopted by the Board of Directors of the Bank adopted a Association on March 5, 1996 (hereinafter referred to as the "Plan of Conversion (the “Plan”Conversion"), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization and in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (hereinafter referred to as the “"OTS”) (collectively"). As set forth in the Plan of Conversion, the “Conversion Regulations”), the issuance Company intends to conduct a subscription offering in which a minimum of all 765,000 and a maximum of the Bank’s outstanding common stock 1,035,000 shares (subject to the Holding Company and the issuance a possible increase to 1,190,250 shares) of all of the outstanding common stock of the Holding Company in Company, without par value (hereinafter referred to as the Offering (as hereinafter defined) (the “Conversion”"Shares"). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up offered to 575,000 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares certain eligible subscribers at a purchase price of $10.00 per share Share (hereinafter referred to as the “Purchase Price”). If the number of Shares is increased or decreased "Subscription Offering") in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references terms and subject to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary conditions of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 Plan of Conversion and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that . Simultaneously with the purchase of Subscription Offering, the Company intends to offer the Shares to the public in a direct community offering (hereinafter referred to as the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated "Community Offering"). The Holding Company has filed In a transaction which is currently expected to occur simultaneously with the U.S. Securities and Exchange Commission consummation of the Conversion, the Company will acquire 120,429 shares of common stock, $8.00 par value per share, of Citizens National Bank of Madison ("Citizens"), a national banking association (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”"Citizens Shares"), which constitute 95.6% of Citizens' issued and the regulations promulgated thereunder (the “1933 Act Regulations”)outstanding capital stock, and has filed such amendments thereto as have been required pursuant to the date hereof terms of an Amended and Restated Stock Purchase Agreement dated March 4, 1996 (the “Registration Statement”"Purchase Agreement"). The prospectusCompany's acquisition of the Citizens Shares pursuant to the Purchase Agreement is hereinafter referred to as the "Acquisition." Upon consummation of the Acquisition, the Company will own of record the Citizens Shares and will act as amended, included the bank holding company of Citizens. The Association and Citizens are hereinafter referred to as the "Institutions." The Company has been advised by Trident that Trident will utilize its best efforts to assist the Company and the Association in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) completion of the 1933 Act Regulations differing from Conversion and to assist the prospectus included in Company and the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed Association with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies sale of the Prospectus dated , 2010 to be used Shares in the Subscription Offering and in the Community Offering (if any) and, if necessary, will deliver copies Offering. At the time of the execution of this Sales Agency Agreement (hereinafter referred to as this "Agreement"), the Company delivered to Trident the Prospectus and any prospectus supplement for use in the Syndicated Subscription Offering and in the Community Offering. The Prospectus contains information with respect to the Company, the Institutions and the Shares.

The Offering. On October 21The Company, 2009in accordance with the Agreement and Plan of Conversion Merger dated as of September 9, 2014 (the “Merger Agreement”) by and among the Company, the Bank and Commonwealth, intends to acquire Commonwealth in connection with Commonwealth’s conversion from the mutual form of organization to the stock form of organization (the “Conversion”), and immediately thereafter to cause Commonwealth to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the “Conversion Merger”). Pursuant to a Plan of Conversion Merger of Commonwealth Bank with Town Square Bank, adopted by the Board of Directors of each of Commonwealth and the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States Company will offer and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering sell up to 575,000 129,488 shares (subject to an increase of up to 661,250 148,911 shares) of its common stock, $0.01 par value per share (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) andto (1) depositors of Commonwealth with $50.00 or more on deposit as of the close of business on July 31, if necessary2013 (“Eligible Account Holders”), (ii2) depositors of Commonwealth (other than officers or directors of Commonwealth) with $50.00 or more on deposit as of the close of business on December 31, 2014 (“Supplemental Eligible Account Holders”), and (3) other eligible depositors and eligible borrowers of Commonwealth as of the close of business on _______, 2015 (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively when referred to together with or subsequent to the Subscription Offering and the Community Offering, the “Subscription and Community Offering”), in connection with the Conversion. The Holding Company will issue ) the Shares at a purchase price of $10.00 per share (not subscribed for or ordered in the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references Subscription Offering to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary members of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights general public to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) whom a copy of the Common Stock Prospectus (as hereinafter defined) is delivered, with a preference given first to natural persons (including trusts of natural persons) residing in Mxxxxxxxxx County, Kentucky, next to stockholders of the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 Company as of the close of business on September 30_______, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances 2015, and thereafter to cover orders of at least $50.00 as other members of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering It is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, anticipated that Shares available for sale but not subscribed for in the Subscription Offering or purchased in the and Community Offering may may, upon the request of the Company, be offered in the Syndicated Community Offering to selected certain members of the general public on a best efforts basis through a syndicate of registered broker-selected dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. agreement (the “FINRASyndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus; Plan and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription orders received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21, 2009, In accordance with the Stock Issuance Plan adopted by its Board of Directors of the Bank adopted a Plan of Conversion (the “"Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”"), the issuance of all of the Bank’s outstanding common stock to the Holding Company will offer and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering sell up to 575,000 1,101,643 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of its common stock, par value value, $0.01 .01 per share (the “"Shares" or "Common Stock”"), in (i) a subscription offering (the “"Subscription Offering”") andto (1) depositors of the Bank with account balances of $50.00 or more as of September 30, if necessary1998 ("Eligible Account Holders"), (ii2) the Employee Stock Ownership Plan of the Bank (the "ESOP"), (3) depositors of the Bank with account balances of $50.00 or more as of December 31, 1999 ("Supplemental Eligible Account Holders"), and (4) employees, officers and directors of the Bank. To the extent Shares remain unsold in the Subscription Offering, the Company is offering for sale in a direct community offering (the “"Community Offering”" and when referred to together with the Subscription Offering, the "Subscription and Community Offering") the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public, with preference given to natural persons residing in the New Mexico counties of Xxxxx and Lincoln (iii) "Other Subscribers"), (all such offerees being referred to in the aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers arrangement (the “"Syndicated Community Offering” and, collectively with ") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “"Purchase Price”"). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21November 27, 20092007, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), ) pursuant to which provides for (i) the conversion of the Bank will convert from a federally-chartered mutual savings bank to a federally-chartered stock savings bank (the mutual to the stock form of organization “Conversion”) in accordance with the laws of the United States applicable federal law, state law and the applicable rules and regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, and pursuant to the Plan, the Bank will be a wholly owned subsidiary of the Holding Company. As part In connection with the Conversion, the Company, a newly formed Maryland corporation, will offer shares of the Plan, the Holding Company is offering up to 575,000 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of Company’s common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and and, if necessary (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively together with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding shares of Common Stock to be sold by the Company in the Offering are hereinafter called the “Shares” or “Conversion Shares.” In addition, as described herein, the Company will issue the Shares at contribute up to million in cash and shares of Common Stock to The Charitable Foundation, a purchase price of $10.00 per share charitable foundation (the “Purchase PriceFoundation”). If , such shares hereinafter being referred to as the number of Shares is increased or decreased in accordance with the Plan“Foundation Shares.” The Company, the term Bank and their subsidiaries are sometimes referred to as the “SharesCentury Parties” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicableherein. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares shares (subject to an increase of up to 661,250 Sharesshares) of the Common Stock will be granted (the “Subscription Rights”) will be granted), in the following descending order of priority, to: (i1) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 2006 (the “Eligible Account Holders”); (ii2) the Bank’s tax-qualified employee benefit plans; (iii3) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on , 2007 (the “Supplemental Eligible Account Holders”); and (iv4) to the Bank’s depositors of the Bank as of , 2007 (the “Other MembersVoting Depositor Record Date”) who were not able to subscribe for Shares under categories (1) or (3). The Holding Company may offer Shares, if any, remaining after shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering on a priority basis Offering, with preference given (i) first to natural persons residing in counties in which the City of BaltimoreBank has an office, Maryland and the Maryland Counties of Baltimore and Harford and (ii) then to the general public. In the event the a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but shares not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. Simultaneously with or immediately following the completion of the Conversion and Offering, the Company will acquire Liberty Bank, N.A., a national banking association (“Liberty”), in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Reorganization (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of November 27, 2007. The Holding Merger will be accomplished in accordance with the laws of the United States and applicable state laws and the applicable regulations of the OTS, the Office of the Comptroller of the Currency (the “OCC”). The Conversion and the Offering will be accomplished in accordance with the laws of the United States and the laws of the State of Maryland and the applicable regulations of the OTS (the “Conversion Regulations”). Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Liberty common stock, par value $10.00 per share (the “Liberty Common Stock”), will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $45.00 in (i) cash without interest, (ii) shares of Company Common Stock, or (iii) a combination of cash and shares of Company Common Stock (the Company Common Stock to be issued in exchange for Liberty Common Stock being referred to herein as the “Merger Shares”). In particular, subject to adjustment, the maximum number of Liberty shares converted into the right to receive cash consideration will be 50% of the total outstanding shares of Liberty Common Stock and the maximum number of Liberty shares of Liberty Common Stock converted into the right to receive stock consideration will be 50% of the total outstanding shares of Liberty Common Stock. Immediately prior to the effective time of the Merger, each outstanding option to purchase Liberty Common Stock will be canceled and exchanged for a cash payment from the Company equal to the excess of the $45.00 merger consideration over the exercise price per share of each option. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Offering and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may be consummated, subject to receipt of necessary regulatory and depositor approvals. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797333- ) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Securities Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 regulations of the Commission under the Securities Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In The Registration Statement also contains a proxy statement/prospectus to be used to solicit proxies of Liberty stockholders with respect to the approval of the Merger and the issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement became effective is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act differing from the proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the term “Proxy Statement/Prospectus” shall refer to the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time said proxy statement/prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The following applications have been filed in connection with the Conversion, : (i) the Bank has filed with the OTS an Application for Conversion on Form AC H-(e)1 (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) for Election Under Section 10(l) of the Home Owners’ Loan Act (the “HOLA”) has been filed with the Office of Thrift Supervision (the “OTS”); and amendments thereto (ii) an Application to Convert to Stock Form (the “Conversion Application”) has been filed with the OTS. The Holding Company Application and the Conversion Application are referred to herein as required by the “Conversion Filings.” The Conversion Application includes, among other things, the Plan. The following applications have been filed in connection with the Merger: (i) an Interagency Bank Merger Act Application (the “BMA Application”) has been filed with the OTS in accordance and (ii) a Merger Notice (the “OCC Merger Notice”) has been filed with the OCC. The BMA application and the OCC Merger Notice are referred to herein as the “Merger Applications” and, together with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined Filings are referred to as the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus Prospectus, dated , 2010 2008, to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering and/or Public Offering, as defined in the Prospectus. Such Prospectus contains information with respect to the Bank, the Company, Liberty, the Foundation, the Common Stock, the Offering and the Merger.

The Offering. On October 21Pocahontas Bancorp, 2009Inc., a Delaware corporation, will convert first to a federal stock holding company and thereafter to an interim federal stock savings bank. Thereafter, it will merge into the Bank. The MHC, in accordance with its Plan of Conversion and Reorganization adopted by its Board of Directors (the "Plan"), intends to convert to an interim federal stock savings bank and merge with and into the Bank, pursuant to which the MHC will cease to exist (the "Conversion"). In connection therewith, each stockholder other than the MHC immediately prior to the Conversion ("Public Stockholders") will receive Exchange Shares of the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding Company's common stock ("Common Stock," or "Shares") pursuant to a ratio that will result in Public Stockholders owning in the Holding Company and aggregate immediately after the issuance of all Conversion the same percentage of the outstanding common stock shares of Common Stock, before giving effect to (a) the Holding Company payment of cash in lieu of fractional shares and (b) the purchase by such stockholders of additional shares of Common Stock in the Offering (as hereinafter defined) (Offering. Pursuant to the “Conversion”). Upon completion of Plan and in connection with the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 2,875,000 shares (subject to an increase of up to 661,250 shares) its common stock (the “Shares”"Conversion Stock") of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct and community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”"Offerings"). If the number of Shares Conversion Stock is increased or decreased first being offered in accordance a subscription offering with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable nontransferable subscription rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be being granted, in the following order of priority: , to (i) depositors of the Bank’s depositors Bank with aggregate account balances of at least $50.00 or more as of the close of business on September 30, 2008 1996 (the “"Eligible Account Holders”"); (ii) the Bank’s tax-qualified employee benefit plans's KSOP; (iii) depositors of the Bank’s depositors Bank with aggregate account balances of at least $50.00 or more as of the close of business on December 31, 1997 (the “"Supplemental Eligible Account Holders”"); and (iv) to depositors of the Bank as of the close of business on ______________, 1998 (the “other than Eligible Account Holders and Supplemental Eligible Account Holders) and certain borrowers ("Other Members”") and (v) stockholders of the Company, other than the Mutual Holding Company ("Public Stockholders"). The Holding Company may offer SharesSubscription rights will expire if not exercised by Noon, if anyCentral time, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of BaltimoreMarch __, Maryland and the Maryland Counties of Baltimore and Harford and then 1998, unless extended. Subject to the general public. In the event the Community Offering is heldprior rights of holders of subscription rights, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but Conversion Stock not subscribed for in the Subscription Offering or purchased is being offered in the Community Offering may be offered in the Syndicated Community Offering to selected certain members of the general public through to whom a syndicate of registered broker-dealers managed by the Agent which are members copy of the Financial Industry Regulatory AuthorityProspectus is delivered, Inc. (the “FINRA”). It is acknowledged that the number of Shares with preference given to be sold natural persons residing in the Offering may be increased Local Community. The Primary Parties reserve the absolute right to reject or decreased as described accept any orders in the Prospectus (as hereinafter defined); that the purchase of Shares in the Community Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in either at the Community Offering and Syndicated Community Offeringtime of receipt of an order or as soon as practicable following the Expiration Date. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “"Commission”") a Registration Statement registration statement on Form S-1 (File No. 333-163797333-_____) in order (the "Registration Statement") containing a prospectus relating to register the Offerings for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “"1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”"), and has filed such amendments thereto thereof, if any, and such amended prospectuses as may have been required to the date hereof (the “Registration Statement”)hereof. The prospectus, as amended, included in on file with the Commission at the time the Registration Statement at the time it initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act Regulations (the "1933 Act Regulations") differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectivelyCommission. In connection accordance with the Conversionregulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), (i) the Bank MHC has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “"Conversion Application”) "), including the prospectus, and has filed such amendments thereto thereto, if any, as may have been required by the OTS in accordance with the OTS. The Conversion Regulations and (ii) the Holding Company Application has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required been approved by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the related Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement has been authorized for use in by the Syndicated Community OfferingOTS.

The Offering. On October 21, 2009, Pursuant to the Plan of Reorganization from a Mutual Savings and Loan Association to a Mutual Holding Company and Stock Issuance Plan adopted by the Board of Directors of the Bank adopted a Plan of Conversion Association on August 19, 2010 and amended and restated on October 27, 2010 (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering by way of non-transferrable subscription rights up to 575,000 1,821,600 shares (subject to an increase of up to 661,250 2,094,480 shares) (the “Shares”) of common stock, par value $0.01 per share (the “its Common Stock”), in (i) a subscription offering Stock (the “Subscription Offering”) andto: (1) depositors of the Association with Qualifying Deposits, if necessaryas defined in the Plan, as of June 30, 2009 (ii“Eligible Account Holders”); (2) Tax-Qualified Employee Plans of the Association (as defined in the Plan); (3) depositors of the Association with Qualifying Deposits as of September 30, 2010 (“Supplemental Eligible Account Holders”); and (4) Other Members, as defined in the Plan (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Direct Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Direct Community Offering”), which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons residing in Oconee and (iii) Pickens Counties, South Carolina. It is anticipated that shares not subscribed for in the Subscription and Direct Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering” and, collectively together with the Subscription Offering and the Direct Community Offering, the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in connection with whole or in part, any orders received in the ConversionDirect Community Offering or Syndicated Community Offering. The Holding Pursuant to the Plan, the Company will issue is offering a minimum of 1,346,400 shares and a maximum of 1,821,600 shares (subject to an increase of up to 2,094,840 shares) of Common Stock (the Shares at “Shares”) in the Offering for a purchase price of $10.00 per share (the “Purchase Price”)share. If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-163797169410) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares and the Foundation Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it 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 SEC under the 1933 Act Regulations (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. The Plan provides for the Association to reorganize from a federally chartered mutual savings and loan association to a federally chartered stock savings association in federal mutual holding company form of ownership and issue all of its stock to the Company and for the Company to issue a majority of its outstanding Common Stock to the MHC (the “Reorganization”). The Plan also provides that the Company shall include any supplements contribute not more than 2% of its to-be outstanding shares of Common Stock (the “Foundation Shares”) to a charitable foundation to be established by the Association (the “Charitable Foundation”). Upon the completion of the Reorganization and amendments thereto from the Offering, the purchasers of Shares in the Offering will own 33% of the outstanding Common Stock, the Charitable Foundation will own 1.98% of the outstanding Common Stock and after their dates the MHC will own 65.02% of effectiveness or usethe outstanding Common Stock. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”), respectivelyexcept as such rules and regulations may be waived by the OTS. In connection accordance with Title 12, Parts 563b and 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the following applications have been filed with the Conversion, OTS: (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application Application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”); (ii) a Form MHC-1 Notice of Mutual Holding Company Reorganization (the “Form MHC-1 Notice”); and (iii) a Form MHC-2 Application for Approval of a Minority Stock Issuance (the “Form MHC-2 Application”). All amendments thereto as to the foregoing required by to the OTS in accordance with the Conversion Regulationsdate hereof have also been filed. CollectivelyThe Holding Company Application, the Conversion Application Form MHC-1 Notice and the Holding Company Form MHC-2 Application may also be defined are referred to herein collectively as the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.”

The Offering. On October 21April 17, 20092008, the Board of Directors of each of the Bank and MHC, adopted a Plan of Conversion and Reorganization, amended on June 19, 2008 (the “Plan”), ) which provides for (i) the conversion of the Bank MHC from the mutual to the capital stock form of organization in accordance through the merger of MHC with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”)Bank, the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering Offerings (as hereinafter defineddefined below) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 2,702,500 shares (subject to an increase of up to 661,250 3,107,875 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) ), and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, and collectively with the Subscription Offering and the Community Offering, the “OfferingOfferings”), in connection with the Conversion. The Plan also provides that the Company shall contribute up to 4.75% of the Shares of its Common Stock sold in the Offerings (the “Foundation Shares”) and cash in an amount of up to 0.25% of the value of the Shares of its Common Stock sold in the Offerings, to a charitable foundation to be established by the Holding Company (the “Charitable Foundation”). References to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly-owned subsidiary of the Holding Company, as applicable. Upon the completion of the Offerings, the purchasers of Shares in the Offerings will own up to [95.5]% of the outstanding Common Stock and the Charitable Foundation will own up to [4.5]% of the outstanding Common Stock. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 1,997,500 and 575,000 2,702,500 Shares (subject to an increase of up to 661,250 3,107,875 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i1) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30December 31, 2008 2006 (the “Eligible Account Holders”); (ii2) the Bank’s tax-qualified employee benefit plans; (iii) depositors, other than directors, officers or corporators of the Bank’s depositors , and their associates, with aggregate account balances of at least $50.00 as of the close of business on March 31, 2008 (the “Supplemental Eligible Account Holders”); (3) the Bank’s or the Holding Company’s tax-qualified employee stock benefit plans; and (iv4) to depositors of the Bank as of Bank’s employees, officers, directors and corporators (the “Other MembersBank Participants”), subject to the priorities and purchase limitations set forth in the Plan. The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the a Community Offering on a priority basis to natural persons and trusts of natural persons residing in within the City Massachusetts counties of BaltimorePlymouth, Maryland Bristol and the Maryland Counties of Baltimore and Harford Barnstable, and then to the general public. In the event the a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering Offerings may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering Offerings is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797152391) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus relating to the Offerings is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any amendments and supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection accordance with Chapter 167H, Section 9 of the ConversionMassachusetts General Laws, Chapter 33 of the Massachusetts Administration Code, and 12 C.F.R. Part 303, Subpart I (i) the “Conversion Regulations”), the MHC and the Bank has have filed with the OTS Massachusetts Division of Banks (the “Division”) and with the Federal Deposit Insurance Corporation (the “FDIC”) an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance MHC and the Bank have filed with the Conversion Regulations and FDIC an Interagency Bank Merger Act Application (ii) the “Merger Application). In connection with the Conversion, the Holding Company has filed with the OTS Federal Reserve Bank of Boston (the “FRB”) an application on Form H-(e)1-S FRY-3 (the “BHC Application,” and together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as Merger Application, the “Applications.” ”), for the Holding Company to become a bank holding company with respect to the Bank. Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 2008 of the Holding Company to be used in the Subscription Offering and Community Offering (if any) ), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the a Syndicated Community Offering.

The Offering. On October 21The Savings Bank, 2009, in accordance with the Plan of Conversion adopted by the Board of Directors of the Savings Bank adopted a Plan of Conversion on April 15, 2003 (the “"Plan”"), which provides for intends to convert from a New Jersey state-chartered mutual savings and loan association to a New Jersey state-chartered stock savings and loan association (i) the conversion of the Bank from the mutual to the stock form of organization "Conversion"). The Conversion is being conducted in accordance with the laws of the United States of America and the applicable regulations of the Office of Thrift Supervision (the “"OTS”") (collectively, such laws and the “regulations of the OTS are referred to herein as the "Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”"). Upon completion of In connection with the Conversion, the Bank Company will be offer stock in a wholly owned subsidiary of subscription offering (the Holding Company"Subscription Offering") on a priority basis to (i) Eligible Account Holders; (ii) Tax-Qualified Employee Stock Benefit Plans; (iii) Supplemental Eligible Account Holders; and (iv) Other Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). As part of Pursuant to the Plan, the Holding Company is offering up to 575,000 a minimum of o and a maximum of o shares (subject to an increase of up to 661,250 o shares) (the “Shares”) of common stock, par value $0.01 .01 per share (the “Common Stock”"Shares"), in (i) a subscription offering (the “Subscription Offering”) and. Subject to the prior subscription rights of the above-listed parties, if necessary, (ii) the Company is offering for sale in a direct community offering (the “"Community Offering”) " and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively when referred to together with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 the "Subscription and 575,000 Shares (subject to an increase of up to 661,250 SharesCommunity Offering") of the Common Stock (the “Subscription Rights”) will which may be grantedcommenced concurrently with, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30during, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining or after the Subscription Offering Offering, the Shares not subscribed for or ordered in the Community Subscription Offering on to members of the general public to whom a priority basis copy of the Prospectus (as hereinafter defined) is delivered, with a preference given to natural persons residing in the City of BaltimoreBergen, Maryland Essex and the Maryland Counties of Baltimore and Harford and then to the general publicPassaic counties, New Jersey. In the event the Community Offering It is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may be offered in the Syndicated Community Offering to selected certain members of the general public on a best efforts basis through a syndicate of registered broker-selected dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. agreement (the “FINRA”"Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus; Plan and that the Holding Company and the Savings Bank may reject, in its sole discretion, in whole or in part, any subscription orders received in the Community Offering and or Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined these transactions are referred to herein as the “Applications"Conversion.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering."

The Offering. On October 21The MHC, 2009, in accordance with the Board of Directors of the Bank adopted a Plan of Conversion and Reorganization adopted on November 27, 2012 and amended on December 11, 2012 (the “Plan”), which provides for (i) the conversion of the Bank intends to convert from the a federally-chartered mutual holding company form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and the applicable regulations of the Office Board of Thrift Supervision Governors of the Federal Reserve System (the “OTSFederal Reserve”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of In connection with the Conversion, the Bank Holding Company will be offer shares of Common Stock (as defined below) on a wholly owned subsidiary of priority basis to (i) Eligible Account Holders; (ii) tax qualified plans, including the Holding CompanyBank’s Employee Stock Ownership Plan and 401(k) Plan; (iii) Supplemental Eligible Account Holders; and (iv) Other Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). As part of Pursuant to the Plan, the Holding Company is offering up to 575,000 a minimum of and a maximum of shares (subject to an increase of up to 661,250 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) (the “Offer Shares”), in (i) a subscription offering (the “Subscription Offering”) , and, if necessary, (i) the Community Offering and/or (ii) a direct community offering (the “Syndicated Community Offering”) and Offering and/or (iii) a syndicated community offering the Public Offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offeringcollectively, the “Offering”), in connection with the Conversion. The Holding Company will issue sell the Offer Shares in the Offering at a purchase price of $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of and a maximum of shares of its Common Stock (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21June 13, 20092012, the Board of Directors of the Bank adopted a Plan of Conversion Conversion, (the “Plan”), which provides for (i) the conversion of the Bank from the mutual form of organization to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 3,220,000 shares (subject to an increase of up to 661,250 3,703,000 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 2,380,000 and 575,000 3,220,000 Shares (subject to an increase of up to 661,250 3,703,000 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30March 31, 2008 2011 (the “Eligible Account Holders”); (ii) the Bank’s tax-tax qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on , 2012 (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of , 2012 (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons persons, including trusts of natural persons, residing in the Baltimore City of Baltimore, Maryland and the or Maryland Counties of Baltimore Xxxx Arundel, Baltimore, Carroll, Harford, Xxxxxx and Harford Queen Anne’s and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”)) managed by the Agent as the sole book running manager. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797182151) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS OCC an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Bank (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 2012 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21The Bank, 2009, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws its plan of the United States and the applicable regulations conversion adopted by its Board of the Office of Thrift Supervision Trustees (the “OTS”) (collectively, the “Conversion Regulations”"Plan"), the issuance of intends to convert from a federally chartered mutual savings bank to a federally chartered stock savings bank, and will issue all of the Bank’s its issued and outstanding common capital stock to the Holding Company and the issuance of all in exchange for 50% of the outstanding common stock net conversion proceeds. The Company will retain the other 50% of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”)net conversion proceeds. Upon completion of the ConversionIn addition, the Bank will be a wholly owned subsidiary of the Holding Company. As part of pursuant to the Plan, the Holding Company is offering will offer and sell up to 575,000 35,595,238 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of its common stock, par value value, $0.01 .01 per share (the “"Shares" or "Common Stock”Shares"), in (i) a subscription offering (the “"Subscription Offering”") and, if necessary, to (ii1) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price depositors of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 or more as of March 31, 1996 ("Eligible Account Holders"), (2) the Staten Island Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with account balances of $50.00 or more as of June 30, 1997 ("Supplemental Eligible Account Holders"), (4) depositors of the Bank as of the close of business on September 30________, 2008 1997 (the “other than Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Holders and Supplemental Eligible Account Holders”) ("Other Members"); , and (iv5) to depositors employees, officers and directors of the Bank as of Bank. To 2 the extent Shares remain unsold in the Subscription Offering, the Company is offering for sale in a community offering (the “Other Members”"Community Offering" and when referred to together with the Subscription Offering, the "Subscription and Community Offering"). The Holding Company may offer Shares, if any, remaining after the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), (all such offerees being referred to in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general publicaggregate as "Eligible Offerees"). In the event the Community Offering It is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may will be offered in the Syndicated Community Offering to selected certain members of the general public on a best efforts basis through a syndicate of registered broker-selected dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. arrangement (the “FINRA”"Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus; Plan and that the Holding Company and the Bank may reject, in its sole discretion, in whole or in part, any subscription orders received in the Community Offering and or Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined these transactions are referred to herein as the “Applications"Conversion.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering."

The Offering. On October 21April 17, 20092008, the Board of Directors of each of the Bank and MHC, adopted a Plan of Conversion and Reorganization, amended on June 19, 2008 and September 9, 2008 (the “Plan”), ) which provides for (i) the conversion of the Bank MHC from the mutual to the capital stock form of organization in accordance through the merger of MHC with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”)Bank, the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering Offerings (as hereinafter defineddefined below) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 2,300,000 shares (subject to an increase of up to 661,250 2,645,000 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) ), and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, and collectively with the Subscription Offering and the Community Offering, the “OfferingOfferings”), in connection with the Conversion. The Plan also provides that the Company shall contribute shares in an amount of up to 4.75% of the Shares of its Common Stock sold in the Offerings (the “Foundation Shares”) and cash in an amount of up to 0.25% of the value of the Shares of its Common Stock sold in the Offerings, to a charitable foundation to be established by the Holding Company (the “Charitable Foundation”). References to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly-owned subsidiary of the Holding Company, as applicable. Upon the completion of the Offerings, the purchasers of Shares in the Offerings will own up to 95.5% of the outstanding Common Stock and the Charitable Foundation will own up to 4.5% of the outstanding Common Stock. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 1,700,000 and 575,000 2,300,000 Shares (subject to an increase of up to 661,250 2,645,000 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i1) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30December 31, 2008 2006 (the “Eligible Account Holders”); (ii2) the Bank’s tax-qualified employee benefit plans; (iii) depositors, other than directors or officers of the Bank’s depositors Bank or corporators of MHC, and their associates, with aggregate account balances of at least $50.00 as of the close of business on March 31, 2008 (the “Supplemental Eligible Account Holders”); (3) the Bank’s or the Holding Company’s tax-qualified employee stock benefit plans; and (iv4) to depositors the Bank’s employees, officers and directors and the corporators of the Bank as of MHC (the “Other MembersBank Participants”), subject to the priorities and purchase limitations set forth in the Plan. The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the a Community Offering on a priority basis to natural persons and trusts of natural persons residing in within the City Massachusetts municipalities of BaltimoreAbington, Maryland Acushnet, Attleborough, Barnstable, Berkley, Bourne, Brewster, Bridgewater, Brockton, Xxxxxx, Xxxxxxx, Xxxxxx, Dighton, Duxbury, X. Xxxxxxxxxxx, Eastham, Easton, Fairhaven, Falmouth, Freetown, Halifax, Hanover, Hanson, Harwich, Kingston, Lakeville, Xxxxxxxxx, Xxxxxx, Marshfield, Mashpee, Mattapoisett, Middleborough, North Attleborough, Norton, Norwell, Orleans, Pembroke, Plymouth, Plympton, Provincetown, Raynham, Rehoboth, Rochester, Rockland, Sandwich, Scituate, Taunton, Truro, Wareham, Wellfleet, West Bridgewater, Xxxxxxx and the Maryland Counties of Baltimore and Harford Yarmouth, and then to the general public. In the event the a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering Offerings may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering Offerings is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797152391) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus relating to the Offerings is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any amendments and supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection accordance with Chapter 167H, Section 9 of the ConversionMassachusetts General Laws and Chapter 33 of the Massachusetts Administration Code (the “Conversion Regulations”), (i) the MHC and the Bank has have filed with the OTS Massachusetts Division of Banks (the “Division”) an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance MHC and the Bank have filed with the Conversion Regulations and Federal Deposit Insurance Corporation (iithe “FDIC”) an Interagency Bank Merger Act Application (the “Merger Application). In connection with the Conversion, the Holding Company has filed with the OTS an application Federal Reserve Bank of Boston (the “FRB”) applications on Form H-(e)1-S FRY-3 and Form FRY-4 (the “BHC Application,” and together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as Merger Application, the “Applications.” ”), for the Holding Company to become a bank holding company with respect to the Bank. Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated September 11, 2010 2008 of the Holding Company to be used in the Subscription Offering and Community Offering (if any) ), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the a Syndicated Community Offering.

The Offering. On October 21, 2009__________, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion Reorganization and a Plan of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) Stock Issuance (collectively, the “Conversion RegulationsPlan”)) which provide for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all a majority of the outstanding common stock of the Holding Company in to the Offering (as hereinafter defined) MHC (the “ConversionReorganization”). Upon completion of the ConversionReorganization, the Bank will be a wholly owned subsidiary of the Holding Company. As part Company and the Holding Company will be a majority owned subsidiary of the Plan, the MHC. The Holding Company is offering up to 575,000 3,461,500 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase up to 3,980,725 shares), in (i) a subscription offering (the “Subscription Offering”) ), and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the ConversionReorganization. The Plan also provides that the Company shall contribute 2% of its to-be outstanding shares of Common Stock (the “Foundation Shares”) to a charitable foundation to be established by the Bank (the “Charitable Foundation”). References to the Bank herein shall include the Bank in its current mutual form or post-Reorganization stock form as a wholly-owned subsidiary of the Holding Company, as applicable. Upon the completion of the Subscription Offering, Community Offering and Syndicated Community Offering (collectively, the “Offerings”), the purchasers of Shares in the Offerings will own 43% of the outstanding Common Stock, the Charitable Foundation will own 2% of the outstanding Common Stock and the MHC will own 55% of the outstanding Common Stock. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 2,558,500 and 575,000 Shares 3,461,500 shares (subject to an increase of up to 661,250 Shares3,980,725 shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i1) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 2006 (the “Eligible Account Holders”); (ii2) the Bank’s tax-qualified employee stock benefit plans; (iii3) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on December 31, 2007 (the “Supplemental Eligible Account Holders”); and (iv4) to the Bank’s depositors with account balances of at least $50.00 on ____________, 2008 (“Other Member Record Date”) and borrowers of the Bank as of December 31, 1990 whose borrowings remained outstanding as of the Other Member Record Date (other than Eligible Account Holders and Supplemental Eligible Account Holders) (the “Other Members”), subject to the priorities and purchase limitations set forth in the Plan. The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the a Community Offering on a priority basis to natural persons and trusts of natural persons residing in the City of Baltimorewithin Xxxxxxx County, Maryland and the Maryland Counties of Baltimore and Harford Pennsylvania, and then to the general public. Shares may also be reserved in the Community Offering for institutional investors. In the event the a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). It is acknowledged that the number of Shares to be sold in the Offering Offerings may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797148169) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus relating to the Offerings is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any amendments and supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the ConversionReorganization, (i) the Bank has filed with the OTS Office of Thrift Supervision (the “OTS”), pursuant to Title 12, Parts 575 and 563b of the Code of Federal Regulations (the “Reorganization Regulations”), a Notice of Mutual Holding Company Reorganization and an Application for Conversion on Form AC (together with any other required ancillary applications and/or noticesApproval of a Minority Stock Issuance by a Stock Holding Company Subsidiary of a Mutual Holding Company, including exhibits and the “Conversion Application”) Prospectus, and has filed amendments thereto as required by the OTS in accordance with (as so amended, the Conversion Regulations “MHC Notice and (ii) the Application”). The Holding Company has filed with the OTS an its application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to acquire the Bank under the Home Owners Loan Act and amendments thereto as required by the regulations promulgated thereunder (“HOLA”). The Bank’s application with the OTS in accordance for approval of the formation of an interim stock savings bank and the merger of the interim stock savings bank with and into the Conversion RegulationsBank (the “Merger Application”) was filed as an exhibit to the MHC Notice and Application. Collectively, the Conversion The MHC Notice and Application and the Holding Company Application may also (including the Merger Application) shall collectively be defined hereinafter referred to as the “OTS Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated ______________, 2010 2008 of the Holding Company to be used in the Subscription Offering and Community Offering (if any) ), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the a Syndicated Community Offering.

The Offering. On October 21The Company, 2009in accordance with the Agreement and Plan of Conversion Merger dated as of September 9, 2014 (the “Merger Agreement”) by and among the Company, the Bank and Commonwealth, intends to acquire Commonwealth in connection with Commonwealth’s conversion from the mutual form of organization to the stock form of organization (the “Conversion”), and immediately thereafter to cause Commonwealth to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the “Conversion Merger”). Pursuant to a Plan of Conversion Merger of Commonwealth Bank with Town Square Bank, adopted by the Board of Directors of each of Commonwealth and the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States Company will offer and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering sell up to 575,000 144,540 shares (subject to an increase of up to 661,250 166,221 shares) of its common stock, $0.01 par value per share (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) andto (1) depositors of Commonwealth with $50.00 or more on deposit as of the close of business on July 31, if necessary2013 (“Eligible Account Holders”), (ii2) depositors of Commonwealth (other than officers or directors of Commonwealth) with $50.00 or more on deposit as of the close of business on December 31, 2014 (“Supplemental Eligible Account Holders”), and (3) other eligible depositors and eligible borrowers of Commonwealth as of the close of business on March 17, 2015 (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively when referred to together with or subsequent to the Subscription Offering and the Community Offering, the “Subscription and Community Offering”), in connection with the Conversion. The Holding Company will issue ) the Shares at a purchase price of $10.00 per share (not subscribed for or ordered in the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references Subscription Offering to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary members of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights general public to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) whom a copy of the Common Stock Prospectus (as hereinafter defined) is delivered, with a preference given first to natural persons (including trusts of natural persons) residing in Mxxxxxxxxx County, Kentucky, next to stockholders of the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 Company as of the close of business on September 30February 28, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances 2015, and thereafter to cover orders of at least $50.00 as other members of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons residing in the City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering It is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, anticipated that Shares available for sale but not subscribed for in the Subscription Offering or purchased in the and Community Offering may may, upon the request of the Company, be offered in the Syndicated Community Offering to selected certain members of the general public on a best efforts basis through a syndicate of registered broker-selected dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. agreement (the “FINRASyndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus; Plan and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription orders received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the OTS an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. On October 21June 13, 20092012, the Board of Directors of the Bank adopted a Plan of Conversion Conversion, (the “Plan”), which provides for (i) the conversion of the Bank from the mutual form of organization to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 3,220,000 shares (subject to an increase of to up to 661,250 3,703,000 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 2,380,000 and 575,000 3,220,000 Shares (subject to an increase of to up to 661,250 3,703,000 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30March 31, 2008 2011 (the “Eligible Account Holders”); (ii) the Bank’s tax-tax qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on June 30, 2012 (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of August 2, 2012 (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on a priority basis to natural persons persons, including trusts of natural persons, residing in the Baltimore City of Baltimore, Maryland and or the Maryland Counties of Baltimore Xxxx Arundel, Baltimore, Carroll, Harford, Xxxxxx and Harford Queen Anne’s and then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”)) managed by the Agent as the sole book running manager. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-163797182151) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OTS OCC an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Bank (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be defined as termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated August 13, 2010 2012 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.