then to the Bank's stockholders as of ___________, 2006. The Community Offering, which together with the Subscription Offering, as each may be extended or reopened from time to time, is herein referred to as the "Subscription and Community Offering," may be commenced concurrently with, during or after, the Subscription Offering. It is currently anticipated that any Securities not subscribed for in the Subscription and Community Offering will be offered, subject to Section 2 hereof, in a syndicated community offering (the "Syndicated Community Offering"). The Subscription and Community Offering and the Syndicated Community Offering are hereinafter referred to collectively as the "Offerings." The conversion of the PA MHC from a state-chartered mutual holding company to a federally-chartered mutual holding company, the formation of the Company, the exchange of the capital stock of the Bank for capital stock of the Company and the Offerings are hereinafter referred to collectively as the "Reorganization and Additional Stock Issuance." As a result of the Reorganization and Additional Stock Issuance, the Bank, which is currently 80.02% owned by the PA MHC, will become a wholly-owned subsidiary of the Company and the Company will be 55% owned by the Federal MHC. The Securities may be offered to the general public in a public offering (the "Public Offering") in lieu of or subsequent to the Syndicated Community Offering. If there is a Public Offering, the Public Offering will be governed by a separate definitive purchase agreement as described in Section 2 hereof. It is acknowledged that the number of Securities to be sold in the Offerings may be increased or decreased in accordance with the Plans. If the number of Securities is increased or decreased, the term "Securities" shall mean such greater or lesser number, where applicable. In the event that a mid-tier holding company form of organization