S-1

As filed with the Securities and Exchange Commission on March 17, 2006

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Northeast Community Bancorp, Inc.

and

Northeast Community Bank 401(k) Plan and Trust

(Exact name of registrant as specified in its charter)

United States	6035	To Be Applied For
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

325 Hamilton Avenue

White Plains, New York 10601

(914) 684-2500

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Kenneth A. Martinek

President and Chief Executive Officer

Northeast Community Bancorp, Inc.

325 Hamilton Avenue, White Plains, New York 10601

(914) 684-2500

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Paul M. Aguggia, Esquire	Kent M. Krudys, Esquire
Christina M. Gattuso, Esquire	Luse Gorman Pomerenk & Schick, P.C.
Muldoon Murphy & Aguggia LLP	5335 Wisconsin Avenue, NW
5101 Wisconsin Avenue, NW	Washington, DC 20016
Washington, DC 20016	(202) 274-2000
(202) 362-0840

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

Calculation of Registration Fee

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(1)	Amount of registration fee
Common Stock $.01 par value	5,951,250 Shares	$10.00	$59,512,500	$6,368
Participation Interests	(2)	–	$3,920,101	(3)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(3) The securities of Northeast Community Bancorp, Inc. to be purchased by the Northeast Community Bank 401(k) Plan are included in the amount shown for common stock. Accordingly, no separate fee is required for the participation interests. In accordance with Rule 457(h) of the Securities Act, as amended, the registration fee has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such Plan.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

DRAFT

Prospectus Supplement

INTERESTS IN

NORTHEAST COMMUNITY BANK 401(K) PLAN

AND

OFFERING OF 392,010 SHARES OF

NORTHEAST COMMUNITY BANCORP, INC.

COMMON STOCK ($.01 PAR VALUE)

This prospectus supplement relates to the offer and sale to participants in the Northeast Community Bank 401(k) Plan of participation interests and shares of common stock of Northeast Community Bancorp, Inc.

401(k) Plan participants may direct Bank of New York, the trustee for the Northeast Community Bancorp, Inc. Stock Fund, to use their current account balances to subscribe for and purchase shares of Northeast Community Bancorp, Inc. common stock through the Northeast Community Bancorp, Inc. Stock Fund. Based upon the value of the 401(k) Plan assets as of February 28, 2006, the Northeast Community Bancorp, Inc. Stock Fund trustee may purchase up to 392,010 shares of Northeast Community Bancorp, Inc. common stock, assuming a purchase price of $10.00 per share. This prospectus supplement relates to the election of 401(k) Plan participants to direct the Northeast Community Bancorp, Inc. Stock Fund trustee to invest all or a portion of their 401(k) Plan accounts in Northeast Community Bancorp, Inc. common stock.

The prospectus dated             , 2006 of Northeast Community Bancorp, Inc., which we have attached to this prospectus supplement, includes detailed information regarding the reorganization of Northeast Community Bank into the mutual holding company form of ownership and the offering of Northeast Community Bancorp, Inc. common stock, and the financial condition, results of operations and business of Northeast Community Bank. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

Please refer to “Risk Factors” beginning on page              of the prospectus.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision, the Federal Deposit

Insurance Corporation, nor any other state or federal agency or any state securities commission, has

approved or disapproved these securities. Any representation to the contrary is a criminal offense.

These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

This prospectus supplement may be used only in connection with offers and sales by Northeast Community Bancorp, Inc. of interests or shares of common stock under the 401(k) Plan to employees of Northeast Community Bank. No one may use this prospectus supplement to reoffer or resell interests or shares of common stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the attached prospectus. Northeast Community Bancorp, Inc., Northeast Community Bank and the 401(k) Plan have not authorized anyone to provide you with information that is different.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock shall under any circumstances imply that there has been no change in the affairs of Northeast Community Bank or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this Prospectus Supplement is             , 2006.

TABLE OF CONTENTS

THE OFFERING	1
Securities Offered	1
Election to Purchase Northeast Community Bancorp, Inc. Common Stock in the Reorganization	1
Value of Participation Interests	2
Method of Directing Transfer	2
Time for Directing Transfer	2
Irrevocability of Transfer Direction	2
Purchase Price of Northeast Community Bancorp, Inc. Common Stock	2
Nature of a Participant’s Interest in Northeast Community Bancorp, Inc. Common Stock	3
Voting and Tender Rights of Northeast Community Bancorp, Inc. Common Stock	3
DESCRIPTION OF THE 401(K) PLAN	3
Introduction	3
Eligibility and Participation	4
Contributions Under the Plan	4
Limitations on Contributions	4
401(k) Plan Investments	6
Benefits Under the 401(k) Plan	12
Withdrawals and Distributions From the 401(k) Plan	12
Administration of the 401(k) Plan	13
Amendment and Termination of the 401(k) Plan	13
Merger, Consolidation or Transfer of the 401(k) Plan	13
Federal Income Tax Consequences	13
Restrictions on Resale	15
SEC Reporting and Short-Swing Profit Liability	15
LEGAL OPINION	16

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THE OFFERING

Securities Offered

The securities offered in connection with this prospectus supplement are participation interests in the 401(k) Plan. Assuming a purchase price of $10.00 per share, the trustee may acquire up to 392,010 shares of Northeast Community Bancorp, Inc. common stock for the Northeast Community Bancorp, Inc. Stock Fund. The interests offered under this prospectus supplement are conditioned on the completion of the reorganization of Northeast Community Bank. Your investment in the Northeast Community Bancorp, Inc. Stock Fund in connection with the reorganization of Northeast Community Bank is also governed by the purchase priorities contained in the plan of reorganization. See the “Limitations on Purchases of Shares” section of the prospectus attached to this prospectus supplement for a discussion of the purchase priorities contained in the plan of reorganization.

This prospectus supplement contains information regarding the 401(k) Plan. The attached prospectus contains information regarding the reorganization of Northeast Community Bank and the financial condition, results of operations and business of Northeast Community Bank. The address of the principal executive office of Northeast Community Bank is 325 Hamilton Avenue, White Plains, New York 10601. The telephone number of Northeast Community Bank is (914) 684-2500.

Election to Purchase Northeast Community Bancorp, Inc. Common Stock in the Reorganization

In connection with the reorganization of Northeast Community Bank, the 401(k) Plan will permit you to direct the trustee to transfer all or part of the funds which represent your current beneficial interest in the assets of the 401(k) Plan to the Northeast Community Bancorp, Inc. Stock Fund. The trustee of the Stock Fund will subscribe for Northeast Community Bancorp, Inc. common stock offered for sale in connection with the reorganization. If there is not enough common stock in the reorganization to fill all subscriptions, the common stock will be apportioned and the trustee for the 401(k) Plan may not be able to purchase all of the common stock you requested. In such a case, the trustee may purchase shares in the open market, on your behalf, after the reorganization to fulfill your initial request, if you so elect. Such purchases may be at prices higher or lower than the initial public offering price of $10.00 per share.

As a 401(k) Plan participant, you may direct a transfer of funds to the Northeast Community Bancorp, Inc. Stock Fund. However, as mentioned above, your transfer directions are subject to subscription rights and purchase priorities. Your order for shares in the stock offering will be filled based on your purchase priority in the offering. Northeast Community Bank has granted subscription rights to the following persons in the following order of priority: (1) persons with $50.00 or more on deposit at Northeast Community Bank as of January 31, 2005; (2) the Northeast Community Bank employee stock ownership plan; (3) persons with $50.00 or more on deposit at Northeast Community Bank as of             ; and (4) depositors and certain borrowers of Northeast Community Bank as of             , who are ineligible to subscribe under categories (1) and (3), above. No individual may purchase more than $100,000 of Northeast Community Bancorp, Inc. common stock in the offering, and no individual, no individual together with any associates, and no group of persons acting in consent, may purchase more than $300,000 of Northeast Community Bancorp, Inc. common stock in the offering. If you fall into one of the above subscription offering categories, you have subscription rights to purchase shares of common stock in the offering and you may use funds in your 401(k) Plan account to purchase shares of Northeast Community Bancorp, Inc. common stock which you are eligible to purchase.

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In addition to using funds allocated to your 401(k) Plan accounts, you may also purchase Northeast Community Bancorp, Inc. common stock in the offering using other funds. You have received or soon will receive stock offering materials in the mail, including a Stock Order Form. If you choose to place an order for stock in the offering using funds other than those in your 401(k) Plan accounts, you must complete and submit a separate Stock Order Form to the location and by the deadline indicated on that form.

Value of Participation Interests

As of February 28, 2006, the market value of the assets of the 401(k) Plan equaled approximately $3,920,101. Northeast Community Bank has informed each participant of the value of his or her beneficial interest in the 401(k) Plan as of December 31, 2005. The value of 401(k) Plan assets represents past contributions to the 401(k) Plan on your behalf, plus or minus earnings or losses on the contributions, less previous withdrawals and loans.

Method of Directing Transfer

Enclosed with this prospectus supplement is a form for you to direct a transfer to the Northeast Community Bancorp, Inc. Stock Fund (the “Change of Investment Allocation Form”). If you wish to transfer all, or part, in multiples of not less than 1%, of your beneficial interest in the assets of the 401(k) Plan to the Northeast Community Bancorp, Inc. Stock Fund, you should complete the Change of Investment Allocation Form. If you do not wish to make such an election at this time, you do not need to take any action. The minimum investment in the Northeast Community Bancorp, Inc. Stock Fund during the initial public offering is $250.

Time for Directing Transfer

The deadline for submitting the Change of Investment Allocation Form with your directions to transfer amounts from your other investment funds to the Northeast Community Bancorp, Inc. Stock Fund in connection with the reorganization is             , 2006. You should return the Investment Form to Donna Lockwood by __:     p.m. on             , 2006.

Irrevocability of Transfer Direction

Once you submit your Change of Investment Allocation Form to transfer amounts from your other investment funds to the Northeast Community Bancorp, Inc. Stock Fund, you cannot change your investment direction prior to the completion of the reorganization and stock offering. You may be able to change your investments in other investment funds under the 401(k) Plan, subject to the terms of the 401(k) Plan and any “blackout” notices to the contrary that you receive from the Plan Administrator. Following the closing of the stock offering and your initial purchase of shares in the Northeast Community Bancorp, Inc. Stock Fund, you may direct the investment of additional funds into the Northeast Community Bancorp, Inc. Stock Fund, subject to the terms and requirements of the 401(k) Plan.

Purchase Price of Northeast Community Bancorp, Inc. Common Stock

The trustee will use the funds transferred to the Northeast Community Bancorp, Inc. Stock Fund to purchase shares of Northeast Community Bancorp, Inc. common stock in the reorganization. The trustee will pay the same price for shares of Northeast Community Bancorp, Inc. common stock, $10.00

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per share, as all other persons who purchase shares of Northeast Community Bancorp, Inc. common stock in the offering. If there is not enough common stock in the offering to fill all subscriptions, the common stock will be apportioned and the trustee for the 401(k) Plan may not be able to purchase all of the common stock you requested. In such case, you may direct the trustee to purchase shares on your behalf after the reorganization in the open market, to fulfill your initial request. Such purchases may be at prices higher or lower than the reorganization offering price.

Nature of a Participant’s Interest in Northeast Community Bancorp, Inc. Common Stock

The 401(k) Plan trustee will hold Northeast Community Bancorp, Inc. common stock in the name of the 401(k) Plan. The trustee will credit shares of common stock acquired at your direction to your account under the 401(k) Plan. Therefore, the investment designations of other 401(k) Plan participants will not affect the earnings of your Stock Fund account.

Voting and Tender Rights of Northeast Community Bancorp, Inc. Common Stock

The 401(k) Plan trustee generally will exercise voting and tender rights attributable to all Northeast Community Bancorp, Inc. common stock held by the Northeast Community Bancorp, Inc. Stock Fund, as directed by participants with interests in the Northeast Community Bancorp, Inc. Stock Fund. With respect to each matter as to which holders of Northeast Community Bancorp, Inc. common stock have a right to vote, you will be given voting instruction rights reflecting your proportionate interest in the Northeast Community Bancorp, Inc. Stock Fund. The number of shares of Northeast Community Bancorp, Inc. common stock held in the Northeast Community Bancorp, Inc. Stock Fund that are voted for and against each matter will be proportionate to the number of voting instruction rights exercised by participants. If there is a tender offer for Northeast Community Bancorp, Inc. common stock, the 401(k) Plan provides that each participant will be allotted a number of tender instruction rights reflecting the participant’s proportionate interest in the Northeast Community Bancorp, Inc. Stock Fund. The percentage of shares of Northeast Community Bancorp, Inc. common stock held in the Northeast Community Bancorp, Inc. Stock Fund that will be tendered will be the same as the percentage of the total number of tender instruction rights that are exercised in favor of the tender offer. The remaining shares of Northeast Community Bancorp, Inc. common stock held in the Northeast Community Bancorp, Inc. Stock Fund will not be tendered. The 401(k) Plan makes provisions for participants to exercise their voting instruction rights and tender instruction rights on a confidential basis.

DESCRIPTION OF THE PLAN

Introduction

Effective             , 2006, Northeast Community Bank amended and restated the 401(k) Plan, originally dated as of August 1, 1998, in its entirety. Northeast Community Bank intends for the 401(k) Plan to comply, in form and in operation, with all applicable provisions of the Internal Revenue Code of 1986, as amended, and the Employee Retirement Income Security Act of 1974, as amended, or “ERISA.” Northeast Community Bank may change the 401(k) Plan from time to time in the future to ensure continued compliance with these laws. Northeast Community Bank may also amend the 401(k) Plan from time to time in the future to add, modify, or eliminate certain features of the 401(k) Plan, as it sees fit. As a 401(k) Plan governed by ERISA, federal law provides you with various rights and protections as a 401(k) Plan participant. Although the 401(k) Plan is governed by many of the provisions of ERISA, the Pension Benefit Guaranty Corporation does not guarantee your benefits under the 401(k) Plan.

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Reference to Full Text of the 401(k) Plan. The following portions of this prospectus supplement provide an overview of the material provisions of the 401(k) Plan. Northeast Community Bank qualifies this overview in its entirety, however, by reference to the full text of the 401(k) Plan. You may obtain copies of the full 401(k) Plan document by contacting Donna Lockwood at Northeast Community Bank. You should carefully read the full text of the 401(k) Plan document to understand your rights and obligations under the 401(k) Plan.

Eligibility and Participation

Eligible employees of Northeast Community Bank may participate in the 401(k) Plan as of the entry date coinciding with or following their satisfaction of the 401(k) Plan participation requirements. Generally, employees who are at least 18 years of age may participate in the 401(k) Plan upon the completion of one year of service. The 401(k) Plan entry dates are January 1^st, April 1^st, July 1^st and October 1^st.

As of February 28, 2006, 52 of the 71 employees of Northeast Community Bank participated in the 401(k) Plan.

Contributions Under the 401(k) Plan

401(k) Plan Participant Contributions. Subject to certain Internal Revenue Code limitations discussed below, the 401(k) Plan permits each participant to contribute up to 60% of their annual compensation to the 401(k) Plan. Participants may change their rate of contribution with respect to pre-tax deferrals once each calendar quarter.

Northeast Community Bank Contributions. The 401(k) Plan provides that Northeast Community Bank may make matching contributions. Northeast Community Bank currently matches 100% of each participant’s deferrals up to 5% of compensation. Northeast Community Bank may also make additional discretionary contributions on behalf of 401(k) Plan participants. Employer discretionary contributions are made to each participant who has completed 1,000 hours of service during the Plan Year (i.e., the calendar year) or who terminated employment during the Plan Year due to disability, retirement or death.

Limitations on Contributions

Limitations on Employee Salary Deferrals. Although the 401(k) Plan permits you to defer up to 60% of your compensation, by law your total deferrals under the 401(k) Plan, together with similar plans, may not exceed $15,000 for 2006. Employees who are age 50 and over may make additional “catch-up” contributions to the 401(k) Plan, up to $5,000 for 2006. (The Internal Revenue Service will periodically increase these annual limitations.) Contributions in excess of these limitations, or “excess deferrals,” will be included in an affected participant’s gross income for federal income tax purposes in the year the contributions are made, provided they are distributed to the Participant no later than the first April 15^th following the close of the taxable year in which the excess deferrals were made. Excess deferrals distributed after that date will be treated, for federal income tax purposes, as earned and received by the participant in the taxable year of the distribution.

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Limitations on Annual Additions and Benefits. Under the requirements of the Internal Revenue Code, the 401(k) Plan provides that the total amount of contributions and forfeitures (i.e., annual additions) credited to a participant during any year under all defined contribution plans of Northeast Community Bank (including the 401(k) Plan and the proposed Northeast Community Bank Employee Stock Ownership Plan) may not exceed the lesser of 100% of the participant’s compensation, or $44,000 for 2006.

Limitation on 401(k) Plan Contributions for Highly Compensated Employees. Special provisions of the Internal Revenue Code limit the amount of salary deferrals and matching contributions that may be made to the 401(k) Plan in any year on behalf of highly compensated employees in relation to the amount of deferrals and matching contributions made by or on behalf of all other employees eligible to participate in the 401(k) Plan. If contributions exceed these limitations, the 401(k) Plan must adjust the contribution levels for highly compensated employees.

In general, a highly compensated employee includes any employee who (1) was a five percent owner of the sponsoring employer at any time during the year or the preceding year, or (2) had compensation for the preceding year in excess of $100,000 and, if the sponsoring employer so elects, was in the top 20% of employees by compensation for such year. These dollar amounts may be adjusted periodically by the Internal Revenue Service.

Top-Heavy Plan Requirements. If the 401(k) Plan is a Top-Heavy Plan for any calendar year, Northeast Community Bank may be required to make certain minimum contributions to the 401(k) Plan on behalf of non-key employees. In general, the 401(k) Plan will be treated as a “Top-Heavy Plan” for any calendar year if, as of the last day of the preceding calendar year, the aggregate balance of the accounts of participants who are Key Employees exceeds 60% of the aggregate balance of the accounts of all participants. A Key Employee generally includes any employee who, at any time during the calendar year or any of the four preceding years, is:

(1) an officer of Northeast Community Bank whose annual compensation exceeds $140,000 and who serves in an administrative or policy making capacity;

(2) a 5% owner, meaning an employee who owns more than 5% of the outstanding stock of Northeast Community Bancorp, Inc., or who owns stock that possesses more than 5% of the total combined voting power of all stock of Northeast Community Bancorp, Inc.; or

(3) a 1% owner, meaning an employee who owns more than 1% of the outstanding stock of Northeast Community Bancorp, Inc. or who owns stock that possesses more than 1% of the combined voting power of the total stock of Northeast Community Bancorp, Inc. and whose annual compensation exceeds $150,000.

The foregoing dollar amounts are for 2006.

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401(k) Plan Investments

Investment of Contributions. Prior to             , 2006, contributions to the 401(k) Plan were invested in the funds described below. The annual percentage return on these funds (net of fees) for the prior three years was:

Fund Name	2005		2004		2003
Fidelity Select Health Care Portfolio	16.88	%	8.66	%	15.91	%
Fidelity Select Technology Portfolio	4.92	%	.43	%	59.39	%
Fidelity Select Utilities Growth Portfolio	9.36	%	24.22	%	26.42	%
Fidelity Select Financial Services Portfolio	7.48	%	11.20	%	30.57	%
Fidelity Real Estate Investment Fund	14.87	%	34.15	%	33.78	%
Fidelity International Discovery Fund	18.55	%	19.05	%	43.34	%
Fidelity Capital Appreciation Fund	5.80	%	11.26	%	51.68	%
Fidelity Blue Chip Growth Fund	4.03	%	6.26	%	24.80	%
Fidelity Low Priced Stock Fund	8.65	%	22.24	%	40.85	%
Fidelity Equity Income II Fund	4.63	%	9.88	%	32.60	%
Fidelity Diversified International Fund	17.23	%	19.66	%	42.38	%
Fidelity Dividend Growth Fund	3.5	%	5.84	%	23.36	%
Fidelity Mid-Cap Stock Fund	16.07	%	9.05	%	33.26	%
Fidelity Freedom Income Fund	3.78	%	3.89	%	7.33	%
Fidelity Freedom 2000 Fund	4.0	%	4.52	%	9.21	%
Fidelity Freedom 2010 Fund	5.92	%	7.24	%	17.13	%
Fidelity Freedom 2020 Fund	7.75	%	9.55	%	24.90	%
Fidelity Freedom 2030 Fund	8.82	%	10.45	%	28.42	%
Fidelity Select Natural Resources Portfolio	46.01	%	23.54	%	29.48	%
Fidelity Select Cyclical Industries Portfolio	12.33	%	23.48	%	37.64	%
Fidelity Select Consumer Industries Portfolio	2.82	%	9.23	%	23.90	%
Fidelity MGD Income Portfolio	7.52	%	7.84	%	27.26	%
Spartan U.S. Equity Index	4.85	%	10.73	%	28.50	%
Fidelity U.S. Bond Index	2.26	%	4.36	%	4.91	%
Fidelity Freedom 2040 Fund	9.06	%	11.32	%	31.16	%
RS Partners Fund	11.94	%	31.81	%	65.63	%

The following is a brief description of the above funds.

Fidelity Select Health Care Portfolio. Seeks capital appreciation. Normally invests primarily in common stocks and normally invests at least 80% of assets in securities of companies principally engaged in offering, using, or developing products, processes, or services that will provide or will benefit significantly from technological advances and improvements.

Fidelity Select Technology Portfolio. Seeks capital appreciation. Normally invests primarily in common stocks and normally invests at least 80% of assets in securities of companies principally engaged in offering, using, or developing products, processes, or services that will provide or will benefit significantly from technological advances and improvements.

Fidelity Select Utilities Growth Portfolio. Seeks capital appreciation. Normally invests primarily in common stocks and normally invests at least 80% of assets in securities of companies principally engaged in the utilities industry and companies deriving a majority of their revenues from their utility operations.

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Fidelity Select Financial Services Portfolio. Seeks capital appreciation. Normally invests primarily in common stocks and normally invests at least 80% of assets in securities of companies principally engaged in providing financial services to consumers and industry.

Fidelity Real Estate Investment Fund. Seeks above-average income and long-term capital growth consistent with reasonable investment risk. The fund seeks to provide a yield that exceeds the composite yield of the Standard and Poor’s 500 Index. Normally invests at least 80% of fund’s total assets in equity securities of companies principally engaged in the real estate industry and other real estate related investments.

Fidelity International Discovery Fund. Seeks long-term growth of capital, normally investing primarily in non-U.S. securities and common stocks. Allocates investments across countries and regions considering the size of the market in each country and region relative to the size of the international market as a whole. Uses fundamental analysis of each issuer’s financial condition and industry position and market and economic conditions to select investments.

Fidelity Capital Appreciation Fund. Seeks capital appreciation. Normally invests primarily in common stocks of domestic and foreign issuers. Invests in either growth stocks or value stocks or both. Uses fundamental analysis of each issuer’s financial condition and industry position and market and economic conditions to select instruments.

Fidelity Blue Chip Growth Fund. Seeks growth of capital over the long term. Normally invests primarily in common stocks of well-known and established companies. Normally invests at least 80% of assets in blue chip companies whose stock is included in the Standard & Poor’s 500 Index (S&P 500) or the Dow Jones Industrial Average (DJIA), and companies with market capitalizations of at least $1 billion if not included in either index).

Fidelity Low Priced Stock Fund. Seeks capital appreciation. Normally invests primarily in common stocks. Normally investing at least 80% of assets in low-priced stocks (those priced at or below $35 per share), which can lead to investments in small and medium-sized companies. Potentially investing in stocks not considered low-priced. Investing in domestic and foreign issuers. Investing in either ‘growth’ or ‘value’ stocks or both.

Fidelity Equity Income II Fund. Seeks reasonable income. The fund also considers the potential for capital appreciation. The fund looks for a yield that exceeds the composite yield on the securities comprising the S&P 500.

Fidelity Diversified International Fund. Seeks capital growth. Normally investing primarily in non-U.S. securities. Normally invests primarily in common stocks. Allocates investments across countries and regions considering size of the market in each country and region relative to size of the international market as a whole.

Fidelity Dividend Growth Fund. Seeks capital appreciation. Normally invests at least 80% of assets in equity securities and invests primarily in stocks. Normally invests primarily in companies that Fidelity Management & Research Company (FMR) believes have the potential to pay dividends in the future. Invests in domestic and foreign issuers. Invests in growth stocks or value stocks or both. Uses fundamental analysis of each issuer’s financial condition and industry position and market and economic conditions to select investments.

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Fidelity Mid-Cap Stock Fund. Seeks long-term growth of capital. Normally invests at least 80% of assets in common stocks of companies with medium market capitalization (which, for the purpose of this fund, are those with market capitalization similar to companies in the Russell Midcap Index or the S&P MidCap 400). Potentially investing in companies with smaller or larger market capitalization. Invests in domestic and foreign issuers. Invests in either growth stocks or value stocks or both.

Fidelity Freedom Income Fund. Invests in a combination of Fidelity equity, fixed-income, and short-term funds (underlying Fidelity funds) and allocates its assets among these funds according to a stable asset allocation strategy designed for investors already in retirement.

Fidelity Freedom 2000 Fund. Invests in a combination of Fidelity equity, fixed-income, and short-term funds (underlying Fidelity funds) using a moderate asset allocation strategy designed for investors expected to have retired around the year 2000. Having met its target date, Freedom 2000 continues becoming more conservative for 5-10 years, until the asset mix is approximately the same as Freedom Income Fund. Ultimately, the funds will merge.

Fidelity Freedom 2010 Fund. Invests in a combination of Fidelity equity, fixed-income, and short-term funds (underlying Fidelity funds) using a moderate asset allocation strategy designed for investors expected to have retired around the year 2010. Having met its target date, Freedom 2010 continues becoming more conservative for 5-10 years, until the asset mix is approximately the same as Freedom Income Fund. Ultimately, the funds will merge.

Fidelity Freedom 2020 Fund. Invests in a combination of Fidelity equity, fixed-income, and short-term funds (underlying Fidelity funds) using a moderate asset allocation strategy designed for investors expected to have retired around the year 2020. Having met its target date, Freedom 2020 continues becoming more conservative for 5-10 years, until the asset mix is approximately the same as Freedom Income Fund. Ultimately, the funds will merge.

Fidelity Freedom 2030 Fund. Invests in a combination of Fidelity equity, fixed-income, and short-term funds (underlying Fidelity funds) using a moderate asset allocation strategy designed for investors expected to have retired around the year 2030. Having met its target date, Freedom 2030 continues becoming more conservative for 5-10 years, until the asset mix is approximately the same as Freedom Income Fund. Ultimately, the funds will merge.

Fidelity Select Natural Resources Portfolio. Seeks capital appreciation. Normally invests primarily in common stocks and normally invests at least 80% of assets in securities of companies principally engaged in owning or developing natural resources, or supplying goods and services to such companies, and in precious metals.

Fidelity Select Cyclical Industries Portfolio. The fund seeks to provide investment results that correspond to the total return of the bonds in the Lehman Brothers Aggregate Bond Index.

Fidelity Select Consumer Industries Portfolio. Normally invests primarily in common stocks and normally invests at least 80% of assets in securities of companies principally engaged in the manufacture and distribution of goods and services to consumers both domestically and internationally.

Fidelity MGD Income Portfolio. Seeks long-term capital growth. As with any mutual fund, there is no assurance that the fund will achieve its goal. Normally invests primarily in common stocks. Potentially invests a portion in bonds, including lower-quality debt securities.

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Spartan U.S. Equity Index. This fund seeks to provide investment results that correspond to the total return (i.e., the combination of capital changes and income) performance of common stocks publicly traded in the United States. Normally invests at least 80% of assets in common stocks included in the Standard & Poor’s 500 Index (S&P 500), which broadly represents the performance of common stocks publicly trade in the United States.

Fidelity U.S. Bond Index. This fund seeks to provide investment results that correspond to the total return of the bonds in the Lehman Brothers Aggregate Bond Index.

Fidelity Freedom 2040 Fund. Invests in a combination of Fidelity equity, fixed-income, and short-term funds (underlying Fidelity funds) using a moderate asset allocation strategy designed for investors expected to have retired around the year 2040. Having met its target date, Freedom 2040 continues becoming more conservative for 5-10 years, until the asset mix is approximately the same as Freedom Income Fund. Ultimately, the funds will merge.

RS Partners Fund. RS Partners Fund seeks long-term growth. The fund seeks to increase shareholder capital over the long term. The fund invests principally in equity securities of companies with market capitalizations of up to $3 billion that RS Investments believes are undervalued. In evaluating investments for the fund, RS Investments employs a value methodology, combining balance sheet and cash flow analysis. The fund typically invests most of its assets in securities of U.S. companies, but may also invest any portion of its assets in foreign securities. The fund is a non-diversified mutual fund.

Effective             , 2006, the 401(k) Plan changed certain investment choices available under the 401(k) Plan. The 401(k) Plan currently offers the investment choices described below. The annual percentage return on these funds (net of fees) for the prior three years was:

Fund Name	2005		2004		2003
Income Plus Asset Allocation Fund 100	4.9	%	6.6	%	11.7	%
Growth & Income Asset Allocation Fund 111	5.7	%	9.9	%	19.7	%
Growth Asset Allocation Fund 120	6.7	%	12.8	%	28.3	%
Short Term Investment Fund 200 (Money Market)	2.9	%	1.1	%	.9	%
Stable Value Fund 210	3.7	%	3.6	%	4.3	%
Long Treasury Index Fund 300 (Government Bond)	7.1	%	8.4	%	1.3	%
S&P 500 Stock Fund 400	4.4	%	10.3	%	28.0	%
S&P 500/Value Stock Fund 410	5.3	%	15.1	%	30.7	%
S&P 500/Growth Stock Fund 420	3.5	%	5.5	%	24.9	%
S&P 500/MidCap Stock Fund 500	12.0	%	16.1	%	35.1	%
Russell 2000 Stock Fund 510	4.2	%	17.7	%	46.0	%
Nasdaq 100 Stock Fund 520	1.0	%	9.9	%	48.3	%
US REIT Index Fund 530	11.9	%	*		*
International Stock Fund 600	13.0	%	19.7	%	37.1	%

* Fund first offered on January 1, 2005.

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The following is a brief description of the above funds.

Pentegra Fund 100—Income Plus Asset Allocation Fund. Invests in a diversified portfolio of approximately 75% U.S. bonds, money market instruments and stable value instruments, and 25% in U.S. and international stocks selected from major indices. Intended for short-to medium-term investors seeking lower-risk portfolio diversified investments with the potential for some capital appreciation over time.

Pentegra Fund 110—Growth & Income Asset Allocation Fund. Invests in a diversified portfolio of approximately 55% U.S. and international stocks, with the remaining 45% held in U.S. fixed income and stable value investments. Intended for long-term investors seeking a moderate total portfolio solution with the potential for moderate capital appreciation over time.

Pentegra Fund 120—Growth Asset Allocation Fund. Invests primarily in stocks (85%), divided between U.S. stocks and international stocks, with the remaining 15% target allocation invested in fixed income and stable value instruments. Intended for long-term investors who can withstand the potential risk for short-term price swings while seeking a potential high return total portfolio solution over time.

Pentegra Fund 200—Short Term Investment Fund. Invests in high-quality money market securities and other short-term debt instruments. Most of the investments in the Fund may have a range of maturity from overnight to 90 days; however, 20% of the value of the Fund may be invested in assets with a maturity date in excess of 90 days, but not to exceed 13 months. All securities are required to meet strict guidelines for credit quality and must be rated at least A1 by Standard & Poor’s and P1 by Moody’s Investor Service. Intended for short-term investors seeking current income while preserving the value of their investment principal.

Pentegra Fund 210—Stable Value Fund. Invests primarily in investment contracts issued by insurance companies, banks, and other financial institutions, as well as enhanced short-term investment products. The Stable Value Fund seeks to preserve the principal amount of your contributions while maintaining a rate of return comparable to other fixed income instruments. Intended for short-term investors seeking to preserve the value of their investment and achieve a stable return.

Pentegra Fund 300—Long Treasury Index Fund. Invests primarily in U.S. Treasury securities with a maturity of 10 years or longer. Seeks to track the investment returns of the Lehman Brothers Long Treasury Bond Index. As a bond fund, this Fund is intended for short to medium term investors seeking to generate income and add stability of principal to your portfolio.

Pentegra Fund 400—S&P 500 Stock Fund. Invests in most or all of the same stocks held in the S&P 500 Index. Seeks to track the investment returns of the S&P 500 Index. This Fund may be appropriate if you have a medium to longer time frame and are willing to ride out stock market fluctuations in the short term in exchange for the potential for high long-term returns. Intended for investors seeking to capture the earnings and growth potential of large U.S. companies.

Pentegra Fund 410—S&P 500/Value Stock Fund. Invests in a portfolio of stocks of large established U.S. companies and seeks to track the investment returns of the S&P/Citigroup Value Index. Intended for long-term investors seeking a diversified portfolio of large-capitalization value stocks.

Pentegra Fund 420—S&P 500/Growth Stock Fund. Invests in a portfolio of large-capitalization growth stocks. Seeks to track the investment returns of the S&P/Citigroup Growth Index. Intended for long-term investors seeking a diversified portfolio of large-capitalization growth stocks.

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Pentegra Fund 500—S&P MidCap Stock Fund. Invests in most or all of the same stocks that make up the S&P MidCap 400 Index. Seeks to track the investment returns of the S&P MidCap 400 Index. Intended for long-term investors seeking high returns that reflect the growth potential of mid-sized U.S. companies.

Pentegra Fund 510—Russell 2000 Stock Fund. Invests in a broad range of small-capitalization U.S. companies. Seeks to track the investment returns of the Russell 2000 Index. Intended for long-term investors seeking the potential of high returns from investing in smaller U.S. companies.

Pentegra Fund 520—NASDAQ 100 Stock Fund. Invests in most or all of the same stocks held in the Nasdaq 100 Index. Seeks to track the performance of the Nasdaq 100 Index. Intended for long-term investors seeking to capture the growth potential of the 100 largest domestic and international and most actively traded nonfinancial companies on the Nasdaq Stock Market.

Pentegra Fund 530—US REIT Index Fund. Invests primarily in equity shares of real estate investment trusts (REITS). REITS invest in loans secured by real estate and invest directly in real estate properties such as apartments, office buildings, and shopping malls. The Fund seeks to match the performance of the Dow Jones/Wilshire REIT Index. Intended for medium to long-term investors seeking a high level of dividend income and long-term appreciation of capital.

Pentegra Fund 600—International Stock Fund. Invests in a diversified portfolio of approximately 1,000 foreign stocks representing established companies in approximately 21 countries outside North and South America. The Fund seeks to match the performance of the Morgan Stanley Capital International, Europe, Australia, Far East (MSCI EAFE) Index. Intended for long-term investors seeking to capture high returns and diversification by investing in a broad range of foreign stocks and seeking to further diversify a portfolio of U.S. securities.

The 401(k) Plan now offers the Northeast Community Bancorp, Inc. Stock Fund as an additional choice to the investment alternatives described above. The Northeast Community Bancorp, Inc. Stock Fund invests primarily in the common stock of Northeast Community Bancorp, Inc. Participants in the 401(k) Plan may invest all or a portion of their 401(k) Plan account balances in Northeast Community Bancorp, Inc. common stock.

The Northeast Community Bancorp, Inc. Stock Fund consists of investments in the common stock of Northeast Community Bancorp, Inc. made on the effective date of the reorganization. After the reorganization of Northeast Community Bank, the trustee of the 401(k) Plan will, to the extent practicable, use all amounts held by it in the Northeast Community Bancorp, Inc. Stock Fund, including cash dividends paid on the common stock held in the Stock Fund, to purchase shares of common stock of Northeast Community Bancorp, Inc. Plan participants who invest in the Stock Fund may also direct the Stock Fund Trustee how to vote the shares of Northeast Community Bancorp, Inc. common stock credited to their accounts.

As of the date of this prospectus supplement, none of the shares of Northeast Community Bancorp, Inc. common stock have been issued or are outstanding, and there is no established market for Northeast Community Bancorp, Inc. common stock. Accordingly, there is no record of the historical performance of the Northeast Community Bancorp, Inc. Stock Fund. The performance of the Northeast Community Bancorp, Inc. Stock Fund will depend on a number of factors, including the financial condition and profitability of Northeast Community Bancorp, Inc. and Northeast Community Bank and general market conditions for Northeast Community Bancorp, Inc. common stock.

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Benefits Under the 401(k) Plan

Vesting. 401(k) Plan participants are 100% vested in their elective salary deferrals. Employer contributions to the 401(k) Plan vest at the rate of 20% per year beginning after the completion of one year of service.

Withdrawals and Distributions From the 401(k) Plan

Withdrawals Before Termination of Employment. You may receive in-service distributions from the 401(k) Plan under limited circumstances in the form of hardship distributions and loans. In order to qualify for a hardship withdrawal, you must have an immediate and substantial need to meet certain expenses and have no other reasonably available resources to meet the financial need. If you qualify for a hardship distribution, the 401(k) Plan trustee will make the distribution proportionately from the investment funds in which you have invested your account balances. Participants and beneficiaries are also eligible for 401(k) Plan loans, subject to the procedures and requirements established by the Plan Administrator. You may also obtain additional information from Donna Lockwood at Northeast Community Bank.

Distribution Upon Retirement or Disability. Upon retirement or disability, you may receive a lump sum payment or lifetime annuity payments from the 401(k) Plan equal to the value of your account.

Distribution Upon Death. If you die before your benefits are paid from the 401(k) Plan, your benefits will be paid to your surviving spouse or beneficiary under one or more of the forms available under the 401(k) Plan.

Distribution Upon Termination for Any Other Reason. If you terminate employment for any reason other than retirement, disability or death and your account balance exceeds $500, the trustee will make your distribution on your normal retirement date, unless you request otherwise. If your account balances do not exceed $500, the trustee will generally distribute your benefits to you as soon as administratively practicable following termination of employment.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the 401(k) Plan to another qualified retirement plan or to an individual retirement account.

Nonalienation of Benefits. Except with respect to federal income tax withholding and as provided for under a qualified domestic relations order, benefits payable under the 401(k) Plan will not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to benefits payable under the 401(k) Plan will be void.

Applicable federal tax law requires the 401(k) Plan to impose substantial restrictions on your right to withdraw amounts held under the 401(k) Plan before your termination of employment with Northeast Community Bank. Federal law may also impose an excise tax on withdrawals from the 401(k) Plan before you attain 59 ¹/2 years of age, regardless of whether the withdrawal occurs during your employment with Northeast Community Bank or after your termination of employment.

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Administration of the 401(k) Plan

401(k) Plan Trustee. The trustee of the 401(k) Plan is the named fiduciary of the 401(k) Plan for the purposes of ERISA. The board of directors of Northeast Community Bank has appointed Bank of New York as trustee for the 401(k) Plan. The 401(k) Plan trustee receives, holds and invests the assets of the 401(k) Plan (including the Northeast Community Bancorp, Inc. Stock Fund) and provides for their distribution to participants and beneficiaries in accordance with the terms of the 401(k) Plan.

Plan Administrator. The current Plan Administrator is Northeast Community Bank. The Plan Administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under ERISA.

Reports to Plan Participants. Northeast Community Bank, as Plan Administrator, will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses. Participants may access their account information at any time through Pentegra by phone (1-800-433-4422) or on the internet at www.pentegra.com.

Amendment and Termination of the 401(k) Plan

Northeast Community Bank intends to continue the 401(k) Plan indefinitely. Nevertheless, Northeast Community Bank may terminate the 401(k) Plan at any time. If Northeast Community Bank terminates the 401(k) Plan in whole or in part, regardless of any contrary provisions of the 401(k) Plan, all affected participants will become fully vested in their accounts. Northeast Community Bank reserves the right to make, from time to time, changes which do not cause any part of the 401(k) Plan trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Northeast Community Bank may also amend the 401(k) Plan as it determines necessary or desirable, with or without retroactive effect, to comply with ERISA or the Internal Revenue Code.

Merger, Consolidation or Transfer of the 401(k) Plan

If the 401(k) Plan merges or consolidates with another plan or transfers the trust assets to another plan, and if either the 401(k) Plan or the other plan is then terminated, the 401(k) Plan requires that you would receive a benefit immediately after the merger, consolidation or transfer that would be equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer.

Federal Income Tax Consequences

The following only summarizes briefly the material federal income tax aspects of the 401(k) Plan. You should not rely on this survey as a complete or definitive description of the material federal income tax consequences relating to the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. The tax consequences under applicable state and local income tax laws may not be the same as under the federal income tax

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laws. Please consult your tax advisor with respect to any transaction involving the 401(k) Plan and any distribution from the 401(k) Plan.

As a “qualified retirement plan,” the Internal Revenue Code affords the 401(k) Plan certain tax advantages, including:

(1) The sponsoring employer is allowed an immediate tax deduction for the amount contributed to the 401(k) Plan each year;

(2) Participants pay no current income tax on amounts contributed by the employer on their behalf; and

(3) Earnings of the 401(k) Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

Northeast Community Bank administers the 401(k) Plan to comply with the operational requirements of the Internal Revenue Code as of the applicable effective date of any change in the law. If Northeast Community Bank should receive an adverse determination letter regarding the 401(k) Plan’s tax exempt status from the Internal Revenue Service, all participants would generally recognize income equal to their vested interest in the 401(k) Plan, the participants would not be permitted to transfer amounts distributed from the 401(k) Plan to an individual retirement account or to another tax-qualified retirement plan, and Northeast Community Bank could be denied certain tax deductions with respect to the 401(k) Plan.

Lump Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59 ¹/2; and consists of the balance credited to the participant under the 401(k) Plan and all other profit sharing plans, if any, maintained by Northeast Community Bank. The portion of any lump sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump sum distribution less the after-tax contributions, if any, you have made to any other profit sharing plans maintained by Northeast Community Bank that are included in the distribution.

Northeast Community Bancorp, Inc. Common Stock Included in Lump Sum Distribution. If a lump sum distribution includes Northeast Community Bancorp, Inc. common stock, the distribution generally is taxed in the manner described above. The total taxable amount is reduced, however, by the amount of any net unrealized appreciation with respect to Northeast Community Bancorp, Inc. common stock; that is, the excess of the value of Northeast Community Bancorp, Inc. common stock at the time of the distribution over the cost or other basis of the securities to the 401(k) Plan. The tax basis of Northeast Community Bancorp, Inc. common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of Northeast Community Bancorp, Inc. common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Northeast Community Bancorp, Inc. common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, is long-term capital gain, regardless of how long the Northeast Community Bancorp, Inc. common stock, is held, or the “holding period.” Any gain on a subsequent sale or other taxable disposition of Northeast Community Bancorp, Inc. common stock that exceeds the amount of net unrealized appreciation at the time of distribution is considered long-term capital gain, regardless of the holding period. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed under Internal Revenue Service regulations.

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We have provided you with a brief description of the material federal income tax aspects of the 401(k) Plan that are generally applicable under the Internal Revenue Code. We do not intend this summary to be a complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the 401(k) Plan. Accordingly, you should consult a tax advisor concerning the federal, state and local tax consequences of participating in and receiving distributions from the 401(k) Plan.

Restrictions on Resale

Any “affiliate” of Northeast Community Bancorp, Inc. under Rules 144 and 405 of the Securities Act of 1933, as amended, who receives a distribution of common stock under the 401(k) Plan, may re-offer or resell such shares only under a registration statement filed under the Securities Act of 1933, as amended, assuming the availability of a registration statement, or under Rule 144 or some other exemption from the securities registration requirements. An “affiliate” of Northeast Community Bank is someone who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Northeast Community Bank. Generally, a director, principal officer or major shareholder of a corporation is deemed to be an “affiliate” of that corporation.

A person deemed an “affiliate” of Northeast Community Bank at the time of a proposed resale may publicly resell common stock only under a “re-offer” prospectus or in accordance with the restrictions and conditions contained in Rule 144 of the Securities Act of 1933, as amended, or some other exemption from registration, and may not use this prospectus supplement in connection with any such resale. In general, Rule 144 restricts the amount of common stock which an affiliate may publicly resell in any three-month period to the greater of one percent of Northeast Community Bancorp, Inc. common stock then outstanding or the average weekly trading volume reported on the Nasdaq Stock Market during the four calendar weeks before the sale. Affiliates may sell only through brokers without solicitation and only at a time when Northeast Community Bancorp, Inc. is current in filing all required reports under the Securities Exchange Act of 1934, as amended.

Persons who are not deemed to be “affiliates” of Northeast Community Bank at the time of resale may resell freely any shares of Northeast Community Bancorp, Inc. common stock distributed to them under the 401(k) Plan, either publicly or privately, without regard to the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, or compliance with the restrictions and conditions contained in the exemptions available under federal law.

Any person who may be an “affiliate” of Northeast Community Bank may wish to consult with counsel before transferring any common stock. In addition, 401(k) Plan participants should consult with counsel regarding the applicability to them of Section 16 of the Securities Exchange Act of 1934, as amended (discussed below), which may restrict the sale of Northeast Community Bancorp, Inc. common stock acquired under the 401(k) Plan or other sales of Northeast Community Bancorp, Inc. common stock.

SEC Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors and persons who beneficially own more than ten percent of public companies such as Northeast Community Bancorp, Inc. (“Reporting Persons”). Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the filing of reports of beneficial ownership.

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Within ten days of becoming a Reporting Person required to file reports under Section 16(a), the Reporting Person must file a Form 3 reporting initial beneficial ownership with the Securities and Exchange Commission. Reporting Persons must also report certain changes in beneficial ownership involving allocation or reallocation of assets held in their 401(k) Plan accounts, either on a Form 4 within two business days after a transaction, or annually on a Form 5 within 45 days after the close of a company’s fiscal year.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Northeast Community Bancorp, Inc. of profits realized from the purchase and sale, or sale and purchase, of its common stock by any Reporting Person within any six-month period.

The SEC has adopted rules that exempt many transactions involving the 401(k) Plan from the “short-swing” profit recovery provisions of Section 16(b). The exemptions generally involve restrictions upon the timing of elections to buy or sell employer securities for the accounts of any officer, director or other person who beneficially owns more than ten percent of the common stock.

Except for distributions of the common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, Reporting Persons may be required, under limited circumstances involving the purchase of common stock within six months of the distribution, to hold shares of the common stock distributed from the 401(k) Plan for six months after the distribution date.

LEGAL OPINION

The validity of the issuance of the common stock of Northeast Community Bancorp, Inc. will be passed upon by Muldoon Murphy & Aguggia LLP, Washington, D.C. Muldoon Murphy & Aguggia LLP acted as special counsel for Northeast Community Bank in connection with the reorganization of Northeast Community Bank and the stock offering of Northeast Community Bancorp, Inc.

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NORTHEAST COMMUNITY BANK 401(K) PLAN

CHANGE OF INVESTMENT ALLOCATION FORM

1. Member Data

Print your full name above. (Last, first, middle initial) Social Security Number

Street Address City State Zip

2. Instructions

The Northeast Community Bank 401(k) Plan (the “401(k) Plan”) is giving 401(k) Plan participants a special opportunity to invest their 401(k) Plan account balances in a new investment fund – the Northeast Community Bancorp, Inc. Stock Fund – which is comprised primarily of common stock issued by Northeast Community Bancorp, Inc. (the “Company”) in connection with the reorganization of Northeast Community Bank into the mutual holding company form of ownership. You may decide to transfer a percentage of your 401(k) Plan account into the Northeast Community Bancorp, Inc. Stock Fund. In accordance with your election, the 401(k) Plan Trustee will use the transferred funds to purchase shares of Company common stock in the offering. Please carefully review the attached prospectus and the prospectus supplement before making any investment decision.

If there is not enough Company common stock available in the offering to fill all subscriptions, the common stock will be apportioned and the 401(k) Plan Trustee may not be able to purchase all of the common stock you requested. In that case, you may direct the trustee to purchase shares in the open market on your behalf after the offering to fulfill your initial request. Please note that the 401(k) Plan Trustee will make such purchases at prices that may be either higher or lower than the initial offering price of $10.00 per share. If you wish the 401(k) Plan Trustee to purchase stock in the open market after the initial offering, please check the box below:

¨ Yes, I direct the 401(k) Plan Trustee to purchase stock in the open market, if necessary.

Investing in common stock entails some risks, and we encourage you to discuss your investment decision with your spouse and investment advisor. The 401(k) Plan Trustee and the Plan Administrator are not authorized to make any representations about this investment, other than what appears in the prospectus and the prospectus supplement, and you should not rely on any information other than what is contained in those documents. For a discussion of certain factors that should be considered in connection with an investment in the Company’s Common Stock, see “Risk Factors” beginning on page              of the prospectus. Any shares purchased by the 401(k) Plan pursuant to your investment direction will also be subject to the same conditions or restrictions otherwise applicable to the Company’s common stock, as discussed in the prospectus and the prospectus supplement.

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3. Purchaser Information

Your ability to purchase Company common stock and to direct your 401(k) Plan funds into the Northeast Community Bancorp, Inc. Stock Fund is based upon your subscription rights. Please indicate the EARLIEST date that applies to you:

¨ Check here if you had $50.00 or more on deposit with Northeast Community Bank as of January 31, 2005.

¨ Check here if you had $50 or more on deposit with Northeast Community Bank as of             , 200_.

¨ Check here if you were a depositor of Northeast Community Bank as of             , 200_.

4. Investment Directions (Applicable to Accumulated Balances Only)

To direct a transfer of all or part of the funds credited to your other 401(k) Plan accounts to the Northeast Community Bancorp, Inc. Stock Fund, you should complete and submit this form to Donna Lockwood at Northeast Community Bank no later than                             , 2006 at __:00 p.m. Once your Investment Form is submitted, your investment directions are irrevocable until the close of the stock offering. If you do not complete and return this form to Donna Lockwood by the above deadline, the funds credited to your account under the 401(k) Plan will continue to be invested in accordance with your prior investment directions, or in accordance with the terms of the 401(k) Plan if no investment directions were provided previously. If you need any assistance in completing this form, please contact Donna Lockwood at (914) 684-2500.

I hereby revoke any previous investment direction and now direct that the market value of the units that I have invested in the following funds, to the extent permissible, be transferred out of the specified fund and invested (in whole percentages) in the Northeast Community Bancorp, Inc. Stock Fund as follows:

Fund	Percentage to be transferred
Income Plus Asset Allocation Fund 100	%
Growth & Income Asset Allocation Fund 111	%
Growth Asset Allocation Fund 120	%
Short Term Investment Fund 200 (Money Market)	%
Stable Value Fund 210	%
Long Treasury Index Fund 300 (Government Bond)	%
S&P 500 Stock Fund 400	%
S&P 500/Value Stock Fund 410	%
S&P 500/Growth Stock Fund 420	%
S&P 500/MidCap Stock Fund 500	%
Russell 2000 Stock Fund 510	%
Nasdaq 100 Stock Fund 520	%
US REIT Index Fund 530	%
International Stock Fund 600	%

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5. Investment Directions (Applicable to Future Contributions after                             , 2006)

I hereby revoke any previous investment instructions and now direct that any future contributions and/or loan repayments, if any, made by me or on my behalf by Northeast Community Bank, including those contributions and/or repayments received by Northeast Community Bank during the same reporting period as this form, be invested in the following whole percentages. If I elect to invest in Northeast Community Bancorp, Inc. common stock, such future contributions or loan repayments, if any, will be invested in the Northeast Community Bancorp, Inc. Stock Fund following the conclusion of the Offering.

Fund	Percentage
Income Plus Asset Allocation Fund 100	%
Growth & Income Asset Allocation Fund 111	%
Growth Asset Allocation Fund 120	%
Short Term Investment Fund 200 (Money Market)	%
Stable Value Fund 210	%
Long Treasury Index Fund 300 (Government Bond)	%
S&P 500 Stock Fund 400	%
S&P 500/Value Stock Fund 410	%
S&P 500/Growth Stock Fund 420	%
S&P 500/MidCap Stock Fund 500	%
Russell 2000 Stock Fund 510	%
Nasdaq 100 Stock Fund 520	%
US REIT Index Fund 530	%
International Stock Fund 600	%

6. Participant Signature and Acknowledgment - Required

By signing this Change of Investment Allocation Form, I authorize and direct the Plan Administrator and Trustee to carry out my instructions. I acknowledge that I have been provided with and read a copy of the prospectus and the prospectus supplement relating to the issuance of Northeast Community Bancorp, Inc. common stock. I am aware of the risks involved in the investment in common stock, and understand that the 401(k) Plan Trustee and Plan Administrator are not responsible for my choice of investment.

Signature of Participant Date

Pentegra Services, Inc. is hereby authorized to make the above listed change(s) to this 401(k) Plan Participant’s record.

Signature of Northeast Community Bank Authorized Representative Date

Minimum Stock Purchase is $250

Maximum Stock Purchase is $            

PLEASE COMPLETE AND RETURN TO DONNA LOCKWOOD

AT NORTHEAST COMMUNITY BANK

BY _:            P.M. ON                             , 2006.

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PROSPECTUS [LOGO]

Northeast Community Bancorp, Inc.

(Proposed Holding Company for Northeast Community Bank)

Up to 5,175,000 Shares of Common Stock

This is the initial public offering of shares of common stock of Northeast Community Bancorp, Inc., a company to be formed in connection with the reorganization of Northeast Community Bank into the mutual holding company form of organization. Northeast Community Bank was formerly known as Fourth Federal Savings Bank. The shares we are offering will represent approximately 45.0% of our outstanding common stock. Northeast Community Bancorp, MHC, a mutual holding company to be formed in connection with the reorganization, will own approximately 55.0% of our outstanding common stock. We have applied to have our common stock quoted on the Nasdaq National Market under the symbol “NECB.”

If you are or were a depositor or borrower of Northeast Community Bank:

• You may have priority rights to purchase shares of common stock.

If you are a participant in the Northeast Community Bank 401(k) Plan:

• You may direct that all or part of your current account balances in this plan be invested in shares of common stock.

• You will be receiving separately a supplement to this prospectus that describes your rights under this plan.

If you fit neither of the categories above, but are interested in purchasing shares of our common stock:

• You may have an opportunity to purchase shares of common stock after priority orders are filled.

We are offering up to 5,175,000 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 3,825,000 shares to complete the offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, the independent appraiser determines our market value has increased, we may sell up to 5,951,250 shares without giving you further notice or the opportunity to change or cancel your order. The offering is expected to terminate at 12:00 noon, Eastern time, on [Expiration Date]. We may extend this termination date without notice to you until [Extension Date #1], unless the Office of Thrift Supervision approves a later date, which will not be beyond [Expiration Date #2].

Sandler O’Neill & Partners, L.P. will use its best efforts to assist us in our selling efforts, but is not required to purchase any of the common stock that is offered for sale. Purchasers will not pay a commission to purchase shares of common stock in the offering. All shares offered for sale are offered at a price of $10.00 per share.

The minimum purchase is 25 shares. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond [Extension Date #1]. If the offering is extended beyond [Extension Date #1], subscribers will have the right to modify or rescind their purchase orders. Funds received before completion of the offering will be held in an escrow account at Northeast Community Bank or, at our discretion, at another insured financial institution. Funds held at Northeast Community Bank will earn interest at our passbook savings rate, which is currently .50% per annum. If we terminate the offering, or if we extend the offering beyond [Extension Date #1] and you rescind your order, we will promptly return your funds with interest.

We expect our directors and executive officers, together with their associates, to subscribe for 59,800 shares, which equals 1.2% of the shares offered for sale at the maximum of the offering range.

On                     , 2006, the Office of Thrift Supervision conditionally approved the plan of reorganization and stock issuance. However, such approval does not constitute a recommendation or endorsement of this offering by that agency.

This investment involves a degree of risk, including the possible loss of principal.

Please read “ Risk Factors” beginning on page 17.

OFFERING SUMMARY

Price Per Share: $10.00

	Minimum		Maximum		Maximum As Adjusted
Number of shares		3,825,000		5,175,000		5,951,250
Gross offering proceeds	$	38,250,000	$	51,750,000	$	59,512,500
Estimated offering expenses		1,352,000		1,476,000		1,546,000
Estimated net proceeds		36,898,000		50,274,000		57,966,500
Estimated net proceeds per share		9.65		9.71		9.74

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Sandler O’Neill + Partners

The date of this prospectus is                     , 2006

[map of New York and Massachusetts showing current office locations of Northeast Community Bank appears here]

Table of Contents

	Page
Summary	1
Risk Factors	17
A Warning About Forward-Looking Statements	24
Selected Financial and Other Data	25
Use of Proceeds	27
Our Dividend Policy	28
Market for the Common Stock	29
Capitalization	30
Regulatory Capital Compliance	31
Pro Forma Data	32
Our Business	36
Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Our Management	71
Subscriptions by Executive Officers and Directors	79
Regulation and Supervision	80
Federal and State Taxation	89
The Reorganization and Stock Offering	91
Restrictions on Acquisition of Northeast Community Bancorp, Inc. and Northeast Community Bank	111
Description of Northeast Community Bancorp, Inc. Capital Stock	114
Transfer Agent and Registrar	115
Registration Requirements	115
Legal and Tax Opinions	115
Experts	115
Where You Can Find More Information	116
Index to Financial Statements of Northeast Community Bank	117

Summary

This summary highlights selected information from this document and might not contain all the information that is important to you. To understand the reorganization and stock offering more fully, you should read this entire document carefully. For assistance, please contact our stock information center at (            )                     .

The Companies

Northeast Community Bancorp, MHC 325 Hamilton Avenue White Plains, New York 10601 (914) 684-2500

Northeast Community Bancorp, MHC is a federally chartered mutual holding company that we are forming to own 55.0% of the common stock of Northeast Community Bancorp, Inc. As a savings and loan holding company, Northeast Community Bancorp, MHC will be examined by, and must comply with the rules and regulations of, the Office of Thrift Supervision. As a mutual holding company, Northeast Community Bancorp, MHC will be a non-stock company whose members are the depositors and certain borrowers of Northeast Community Bank. Under federal regulations, so long as Northeast Community Bancorp, MHC exists, it will own a majority of the voting stock of Northeast Community Bancorp and, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. Northeast Community Bancorp, MHC will not be able to exercise such voting control over a proposal to adopt stock benefit plans for our officers, directors and employees or a proposal for Northeast Community Bancorp, MHC to convert from mutual to stock form in a transaction commonly known as a “second-step conversion” unless applicable OTS rules and regulations provide otherwise. The same persons who will comprise the board of directors of Northeast Community Bancorp and Northeast Community Bank will also comprise the board of directors of Northeast Community Bancorp, MHC. Northeast Community Bancorp, MHC is not currently an operating company and has not engaged in any business to date. Northeast Community Bancorp, MHC will be formed upon completion of the reorganization. We do not expect that Northeast Community Bancorp, MHC will engage in any significant business activity other than owning a majority of the common stock of Northeast Community Bancorp.

Northeast Community Bancorp, Inc. 325 Hamilton Avenue White Plains, New York 10601 (914) 684-2500

This offering is made by Northeast Community Bancorp, Inc. Northeast Community Bancorp is a federally chartered mid-tier stock holding company that we are forming. As a savings and loan holding company, Northeast Community Bancorp will be examined by, and must comply with the rules and regulations of, the Office of Thrift Supervision. Northeast Community Bancorp is not currently an operating company and has not engaged in any business to date. After the reorganization, Northeast Community Bancorp will own all of Northeast Community Bank’s capital stock and will direct, plan and coordinate Northeast Community Bank’s business activities. In the future, Northeast Community Bancorp might also acquire or organize other operating subsidiaries, including other financial institutions or financial services companies, although it currently has no specific plans or agreements to do so.

1

Northeast Community Bank 325 Hamilton Avenue White Plains, New York 10601 (914) 684-2500	Northeast Community Bank is a community-oriented financial institution dedicated to serving the financial services needs of consumers and businesses within its market area and its lending territory. Prior to February 15, 2006, Northeast Community Bank was formerly known as Fourth Federal Savings Bank. Northeast Community Bank is subject to extensive regulation, examination and supervision by the Office of Thrift Supervision, its primary federal regulator, and the Federal Deposit Insurance Corporation, its deposit insurer. We attract deposits from the general public and use such funds to originate primarily multifamily residential real estate loans, mixed use real estate loans and nonresidential real estate loans. We originate a limited amount of consumer loans. At December 31, 2005, we operated out of our corporate headquarters in White Plains, New York, and five full-service branch offices in New York. We also operate a loan production office in Wellesley, Massachusetts, which we established in January 2004. At December 31, 2005, we had total assets of $238.8 million, deposits of $193.3 million and total equity of $43.1 million.
Our Operating Strategy (page ____)	Our mission is to operate and grow a profitable community-oriented and independent financial institution offering a variety of deposit products and providing multifamily, mixed use and nonresidential real estate loans in our market area. After the reorganization, we plan to continue our strategy of:
	•      Specializing in the origination of multifamily residential, mixed use and nonresidential real estate loans;
	•      Pursuing opportunities to geographically expand our lending area;
	•      Expanding our branch network into states where we originate real estate loans;
	•      Aggressively marketing for core deposits and certificates of deposit;
	•      Providing exceptional service to attract and retain customers;
	•      Utilizing uniform underwriting standards to maintain the high quality of our loan portfolio; and
	•      Considering acquisition targets in our market area and throughout our lending territory.
	Historically, we considered our primary market area for deposits and lending to be the New York City boroughs of Manhattan (New York County), Brooklyn (Kings County), the Bronx (Bronx County) and Westchester County in the State of New York. Our deposit taking activities continue to be focused in the New York metropolitan area. We have recently expanded our lending territory beyond New York to include Massachusetts, Connecticut, New Jersey, Rhode Island, southern New Hampshire, southern Maine and Pennsylvania. We intend to continue to increase our origination of multifamily, mixed use and nonresidential real estate loans in these states as well as in New York.

2

	The Reorganization
Description of the Reorganization (page ____)	Currently, we are a federally chartered mutual savings bank with no stockholders. Our depositors and certain borrowers currently have the right to vote on certain matters such as the election of directors and this reorganization.
	The mutual holding company reorganization process that we are now undertaking involves a series of transactions by which we will convert from the mutual form of organization to the mutual holding company form of organization. In the mutual holding company structure, Northeast Community Bank will become a federally chartered stock savings bank and all of its stock will be owned by Northeast Community Bancorp. In addition, 45.0% of Northeast Community Bancorp’s stock will be owned by the public, including our employee stock ownership plan, and 55.0% of Northeast Community Bancorp’s stock will be owned by Northeast Community Bancorp, MHC. Our depositors and certain borrowers will become members of Northeast Community Bancorp, MHC and will have similar voting rights in Northeast Community Bancorp, MHC as they currently have in Northeast Community Bank.
	After the reorganization, our ownership structure will be as follows:
	Our normal business operations will continue without interruption during the reorganization. The same directors who adopted the plan of reorganization and stock issuance and who continue to be directors of Northeast Community Bank at the time of the reorganization will serve as directors of Northeast Community Bancorp, MHC, Northeast Community Bancorp and Northeast Community Bank after the reorganization. The initial executive officers of Northeast Community Bancorp, MHC, Northeast Community Bancorp and Northeast Community Bank will be persons who are currently executive officers of Northeast Community Bank.

3

	The Offering
Purchase Price	The purchase price is $10.00 per share.
Number of Shares to be Sold	We are offering for sale between 3,825,000 and 5,175,000 shares of Northeast Community Bancorp common stock in this reorganization to persons other than Northeast Community Bancorp, MHC. With regulatory approval, we may increase the number of shares to be sold to 5,951,250 shares without giving you further notice or the opportunity to change or cancel your order. In considering whether to increase the offering size, the Office of Thrift Supervision will take into account the level of subscriptions, the views of our independent appraiser, our financial condition and results of operations and changes in market conditions.
How We Determined the Offering Range (page ____)	We decided to offer between 3,825,000 and 5,175,000 shares, which is our offering range, based on an independent appraisal of our pro forma market value prepared by RP Financial, LC., an appraisal firm experienced in appraisals of financial institutions. RP Financial will receive fees totaling $45,000 for its appraisal services, plus $5,000 for each appraisal valuation update and reimbursement of out-of-pocket expenses. RP Financial estimates that as of March 3, 2006, our pro forma market value on a fully converted basis was between $85.0 million and $115.0 million, with a midpoint of $100.0 million. The term “fully converted” means that RP Financial assumed that 100.0% of our common stock had been sold to the public, rather than the 45.0% that will be sold in connection with this offering.
	In preparing its appraisal, RP Financial considered the information in this prospectus, including our financial statements. RP Financial also considered the following factors, among others:
	•     our historical, present and projected operating results and financial condition and the economic and demographic characteristics of our market areas;
	•     a comparative evaluation of the operating and financial statistics of Northeast Community Bank with those of other similarly-situated, publicly-traded savings associations and savings association holding companies;
	•     the effect of the capital raised in this offering on our net worth and earnings potential; and
	•     the trading market for securities of comparable institutions and general conditions in the market for such securities.
	Our board of directors determined that the common stock should be sold at $10.00 per share and that 45.0% of the shares of our common stock should be offered for sale to the public in the offering. The following table shows the number of shares that will be sold in the offering and issued to Northeast Community Bancorp, MHC, based on the estimated valuation range and the purchase price.

4

	At Minimum of Offering Range	At Maximum of Offering Range	Percent of Shares Outstanding
Shares sold in the offering	3,825,000	5,175,000	45.0	%
Shares issued to Northeast Community Bancorp, MHC	4,675,000	6,325,000	55.0
Total	8,500,000	11,500,000	100.0

Two measures that some investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “tangible book value” and the ratio of the offering price to the issuer’s annual core earnings. RP Financial considered these ratios in preparing its appraisal, among other factors. Tangible book value is the same as total equity, less intangibles, and represents the difference between the issuer’s tangible assets and liabilities. Core earnings, for purposes of the appraisal, is defined as net earnings after taxes, plus non-recurring expenses and minus non-recurring income, adjusted for income taxes in each case. RP Financial’s appraisal also incorporates an analysis of a peer group of publicly traded fully converted savings associations and fully converted savings association holding companies that RP Financial considered as comparable to us.

The following table presents a summary of selected pricing ratios for the peer group companies and the pricing ratios for us, utilized by RP Financial in its appraisal. The ratios are presented on a fully converted basis. Our ratios are based on earnings for the twelve months ended December 31, 2005 and tangible book value as of December 31, 2005.

	Fully Converted Price to Earnings Multiple	Fully Converted Price to Tangible Book Value Ratio
Northeast Community Bancorp (pro forma):
Minimum	32.14x	73.14	%
Maximum	39.99x	80.97	%
Peer group companies as of March 3, 2006:
Average	27.24x	93.78	%
Median	28.53x	94.52	%

Compared to the average pricing ratios of the peer group, at the maximum of the offering range, our stock would be priced at a premium of 46.8% to the peer group on a price-to- earnings basis and a discount of 13.7% to the peer group on a price-to-tangible book basis. This means that, at the maximum of the offering range, a share of our common stock would be more expensive than the peer group on a core earnings per share basis and less expensive than the peer group on a tangible book value per share basis.

The independent appraisal does not indicate market value. You should not assume or expect that the valuation described above means that our common stock will trade at or above the $10.00 purchase price after the reorganization.

5

Mutual Holding Company Data The following table presents a summary of selected pricing ratios, on a non-fully converted basis, for publicly traded mutual holding companies and the pricing ratios for us.

	Non-Fully Converted Price to Earnings Multiple	Non-Fully Converted Price to Tangible Book Value Ratio
Northeast Community Bancorp (pro forma):
Minimum	37.04x	114.03	%
Maximum	47.62x	133.51	%
Publicly traded mutual holding companies as of March 3, 2006(1):
Average	29.00x	181.40	%
Median	28.81x	171.11	%

	__________
	(1)    The information for publicly traded mutual holding companies may not be meaningful to investors because it presents average and median information for mutual holding companies that issued a different percentage of their stock in their offerings than the 45.0% that we are offering to the public. In addition, the effect of stock repurchases also affects the ratios to a greater or lesser degree depending upon repurchase activity.
Possible Change in Offering Range (page ____)	RP Financial will update its appraisal before we complete the stock offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions RP Financial determines that our pro forma market value has increased, we may sell up to 5,951,250 shares without further notice to you. If the pro forma market value of the common stock to be sold in the offering at the time the appraisal is updated is either below $38.3 million or above $59.5 million, then, after consulting with the Office of Thrift Supervision, we may either: terminate the stock offering and promptly return all funds; set a new offering range and give all subscribers the opportunity to modify or rescind their purchase orders for shares of Northeast Community Bancorp common stock; or take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.
Possible Termination of the Offering	We must sell a minimum of 3,825,000 shares to complete the offering. If we do not sell the minimum number of shares, or if we terminate the offering for any other reason, we will promptly return all funds with interest at our current passbook savings rate.
After-Market Performance of “First-Step” Mutual Holding Company Subsidiary Offerings	The following table provides information regarding the after-market performance of the “first-step” mutual holding company offerings completed from January 1, 2005 through March 3, 2006.

6

					Appreciation from Initial Offering Price
Issuer (Market/Symbol)	State	IPO Date	Total Assets (In thousands)		1 Day % Change		1 Month % Change		% Change Through 03/03/06
Georgetown Bancorp, Inc. (OTCBB: GTWN)	MA	01/06/2005	$	162,509	2.0		0.5		(13.5	)
BV Financial, Inc. (OTCBB: BVFL)	MD	01/14/2005		130,922	(6.5	)	(0.7	)	(7.5	)
Home Federal Bancorp, Inc. of LA (OTCBB: HFBL)	LA	01/21/2005		110,748	(1.0	)	(0.8	)	0.0
Kearny Financial Corp. (Nasdaq: KRNY)	NJ	02/24/2005		2,075,959	13.9		11.3		34.4
Kentucky First Federal Bancorp (Nasdaq: KFFB)	KY	03/03/2005		271,679	7.9		12.4		9.7
Prudential Bancorp, Inc. of PA (Nasdaq: PBIP)	PA	03/30/2005		446,592	(1.5	)	(12.5	)	34.8
Brooklyn Federal Bancorp, Inc. (Nasdaq: BFSB)	NY	04/06/2005		340,858	(0.5	)	(5.0	)	13.0
FedFirst Financial Corporation (Nasdaq: FFCO)	PA	04/07/2005		282,404	(6.6	)	(14.5	)	(9.0	)
Rockville Financial, Inc. (Nasdaq: RCKB)	CT	05/23/2005		1,010,042	4.8		20.0		45.6
North Penn Bancorp, Inc. (OTCBB: NPEN)	PA	06/02/2005		100,472	10.0		1.5		4.9
Colonial Bankshares, Inc. (Nasdaq: COBK)	NJ	06/30/2005		327,535	6.0		7.5		9.2
Heritage Financial Group (Nasdaq: HBOS)	GA	06/30/2005		359,653	7.5		9.3		13.0
United Financial Bancorp (Nasdaq: UNBK)	MA	07/13/2005		898,106	17.5		17.0		17.7
Ottawa Savings Bancorp (OTCBB: OTTW)	IL	07/14/2005		182,693	4.0		7.0		7.5
Wauwatosa Holdings Inc. (Nasdaq: WAUW)	WI	10/05/2005		1,772,757	12.5		9.5		25.0
Investors Bancorp Inc. (Nasdaq: ISBC)	NJ	10/12/2005		5,719,455	0.2		5.2		27.7
Equitable Financial Corp. (OTCBB: EQFC)	NE	11/09/2005		163,709	0.0		(5.5	)	(13.0	)
Greenville Federal Fin Corp. (OTCBB: GVFF)	OH	01/05/2006		126,048	3.8		0.0		2.5
Magyar Bancorp, Inc. (Nasdaq: MGYR)	NJ	01/24/2006		357,449	6.5		0.0		6.3
Average - all transactions					4.2		3.6		N/M
Median - all transactions					4.0		5.2		N/M
__________
N/M – not meaningful

This table is not intended to be indicative of how our stock price may perform. Furthermore, this table presents only short-term price performance with respect to companies that only recently completed their initial public offerings and may not be indicative of the longer-term stock price performance of these companies.

Stock price performance is affected by many factors, including, but not limited to: general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. The companies listed in the table above may not be similar to Northeast Community Bancorp, the pricing ratios for their stock offerings may be different from the pricing ratios for Northeast Community Bancorp common stock and the market conditions in which these offerings were completed may be different from current market conditions. Any or all of these differences may cause our stock to perform differently from these other companies. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the “Risk Factors” beginning on page __.

You should be aware that, in certain market conditions, stock prices of initial public offerings by thrift institutions have decreased below their initial offering prices. For example, as the above table illustrates, the stocks of five companies were trading at or below their initial offering price at March 3, 2006. We can give you no assurance that our stock will not trade below the $10.00 purchase price or that our stock will

7

	perform similarly to other recent first-step mutual holding company offerings. See “Risk Factors—Risks Related to this Offering—Our stock price may decline when trading commences.”
	As part of its appraisal of our pro forma market value, RP Financial considered the after-market performance of mutual-to-stock conversions completed in the three months before March 3, 2006 which is the date of its appraisal report. RP Financial considered information regarding the new issue market for converting thrifts as part of its consideration of the market for thrift stocks.
Conditions to Completing the Reorganization	We are conducting the reorganization under the terms of our plan of reorganization and stock issuance. We cannot complete the reorganization and related offering unless:
	•     the plan of reorganization and stock issuance is approved by at least a majority of votes eligible to be cast by members of Northeast Community Bank (depositors and certain borrowers of Northeast Community Bank);
	•     we sell at least the minimum number of shares offered; and
	•     we receive the final approval of the Office of Thrift Supervision to complete the reorganization and offering.
Reasons for the Reorganization (page ____)	Our primary reasons for the reorganization are to: •     support future lending and operational growth;
	•     support future branching activities, including branch acquisitions, and the establishment of loan production offices;
	•     support the acquisition of other financial institutions or financial services companies or their assets;
	•     enhance our ability to attract and retain qualified directors and management through stock-based compensation plans; and
	•     structure our business in a form that will enable us to access capital markets.
	As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Operating Strategy,” we have plans to expand our branch network and to add additional loan production offices. The new branches and loan production offices are expected to be funded by cash generated by our business and we do not expect to borrow funds for these expansion plans. Although we intend to establish up to three new branches and two additional loan production offices in the next five years, we do not have any specific other plans or arrangements for expansion. In addition, we do not now have any specific acquisition plans.
	We chose to conduct a mutual holding company reorganization and minority stock offering rather than a full mutual-to-stock conversion because it permits us, by issuing less than 50.0% of our common stock to the public, to control the amount of capital being raised, which will enable us to deploy the proceeds of the offering more prudently and to provide for the control of Northeast Community Bancorp by Northeast Community Bancorp, MHC through its majority ownership position. We chose to sell 45.0% of our shares to the public, rather than a smaller portion, because we believe that we will be able to deploy the capital raised through an offering of this size and because the sale of a smaller number of shares would make it less likely that an active trading market for the shares would develop.

8

Benefits of the Reorganization to Management (page ____)	We intend to adopt the following benefit plans and employment agreements:
	•      Employee Stock Ownership Plan. We intend to establish an employee stock ownership plan that will provide retirement benefits to our employees. The plan will purchase 3.92% of the shares issued in the reorganization, including shares issued to Northeast Community Bancorp, MHC, with the proceeds of a loan from Northeast Community Bancorp. As the loan is repaid and shares are released from collateral, the shares will be allocated to the accounts of participants based on a participant’s compensation as a percentage of total compensation as defined by the plan. Non-employee directors are not eligible to participate in the employee stock ownership plan. We will incur additional compensation expense as a result of this plan. See “Pro Forma Data” for an illustration of the effects of this plan.
	•      Equity Incentive Plan. We intend to implement an equity-based incentive plan no earlier than six months after the reorganization. Under Office of Thrift Supervision regulations, the plan must be approved by a majority of the total votes eligible to be cast by our stockholders, other than Northeast Community Bancorp, MHC, unless we obtain a waiver that allows approval by a majority of votes cast, other than by Northeast Community Bancorp, MHC. Under this plan, we may award stock options and shares of restricted stock to employees and directors. Shares of restricted stock will be awarded at no cost to the recipient. Stock options will be granted at an exercise price equal to 100% of the fair market value of our common stock on the option grant date. We will incur additional compensation expense as a result of this plan. See “Pro Forma Data” for an illustration of the effects of this plan. Under this plan, we may grant stock options in an amount up to 4.9% of the number of shares issued in the offering, including shares issued to Northeast Community Bancorp, MHC and restricted stock awards in an amount equal to 1.96% of the shares issued in the offering, including shares issued to Northeast Community Bancorp, MHC. If adopted within one year of the reorganization, the equity incentive plan will comply with all applicable Office of Thrift Supervision regulations.
	The following table presents the total value of all shares to be available for restricted stock awards under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. Ultimately, the value of the grants will depend on the actual trading price of our common stock, which depends on numerous factors.

9

		Value of
Share Price		166,600 Shares Awarded at Minimum of Range		196,000 Shares Awarded at Midpoint of Range		225,400 Shares Awarded at Maximum of Range		259,210 Shares Awarded at 15% Above Maximum of Range
		(In thousands)
$	8.00	$	1,333	$	1,568	$	1,803	$	2,074
	10.00		1,666		1,960		2,254		2,592
	12.00		1,999		2,352		2,705		3,111
	14.00		2,332		2,744		3,156		3,629

The following table presents the total value of all stock options available for grant under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. For purposes of this table, the value of the stock options was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.” Ultimately, financial gains can be realized on a stock option only if the market price of the common stock increases above the price at which the option is granted.

				Value of
Exercise Price		Option Value		416,500 Options Granted at Minimum of Range		490,000 Options Granted at Midpoint of Range		563,500 Options Granted at Maximum of Range		648,025 Options Granted at 15% Above Maximum of Range
		(In thousands)
$	8.00	$	3.00	$	1,250	$	1,470	$	1,691	$	1,944
	10.00		3.75		1,562		1,838		2,113		2,430
	12.00		4.50		1,874		2,205		2,536		2,916
	14.00		5.25		2,187		2,573		2,958		3,402

•      Employment Agreements. Northeast Community Bancorp intends to enter into three-year employment agreements with Kenneth A. Martinek, our President and Chief Executive Officer, and Salvatore Randazzo, our Executive Vice President and Chief Financial Officer. These agreements will provide for severance benefits if the executives are terminated following a change in control of Northeast Community Bancorp or Northeast Community Bank. Based solely on cash compensation earned for the year ended December 31, 2005 and excluding any benefits that would be payable under any employee benefit plan, if a change in control of Northeast Community Bancorp and Northeast Community Bank occurred, and we terminated these officers, the total payments due under the employment agreements would equal approximately $1.3 million.

•      Employee Severance Compensation Plan. This plan will provide severance benefits to eligible employees if there is a change in control. Based solely on compensation levels as of December 31, 2005 and years of service at December 31, 2005, if a change in control of Northeast Community Bancorp and Northeast Community Bank occurred, and we terminated all employees covered by the severance compensation plan, the total payment due under the plan would equal approximately $             million.

10

The following table summarizes, at the maximum of the offering range, the total number and value of the shares of common stock that the employee stock ownership plan expects to acquire and the total value of all restricted stock awards that are expected to be available under the equity incentive plan. At the maximum of the offering range, we will sell 5,175,000 shares and have 11,500,000 shares outstanding.

	Number of Shares to be Granted or Purchased						Total Estimated Value of Grants
	At Maximum of Offering Range	As a % of Common Stock Sold at Maximum of Offering Range		As a % of Common Stock Outstanding
	(Dollars in thousands)
Employee stock ownership plan (1)	450,800	8.71	%	3.92	%	$4,508
Restricted stock awards (1)	225,400	4.36		1.96		2,254
Stock options (2)	563,500	10.89		4.90		2,113
Total	1,239,700	23.96	%	10.78	%	$8,875

	__________
	(1)    Assumes the value of Northeast Community Bancorp’s common stock is $10.00 per share for purposes of determining the total estimated value of the grants.
	(2)    Assumes the value of a stock option is $3.75, which was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.”
Tax Consequences (page ____)	As a general matter, the reorganization will not be a taxable transaction for purposes of federal or state income taxes to us or persons who receive or exercise subscription rights. Our special counsel, Muldoon Murphy & Aguggia LLP, has issued a federal tax opinion to us that, among other items, provides:
	•      the reorganization will qualify as a tax-free reorganization and no gain or loss will be recognized by us as a result of the reorganization;
	•      no gain or loss will be recognized by our account holders upon the issuance to them of deposit accounts in Northeast Community Bank immediately after the reorganization;
	•      it is more likely than not that the fair market value of the rights to subscribe for shares of our common stock is zero and, accordingly, that no income will be realized by our members upon the issuance or exercise of the subscription rights;
	•      it is more likely than not that the tax basis to the purchasers in the offering will be the amount paid for our common stock, and that the holding period for shares of common stock will begin on the date of completion of the offering; and
	•      the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of the purchase.
	We have also received an opinion from Beard Miller Company LLP stating that, assuming the reorganization does not result in any federal income tax liability to us or our account holders, implementation of the plan of reorganization and stock issuance will not result in any New York income tax liability to those entities or persons. See “The Reorganization and Stock Offering—Material Income Tax Consequences.”

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Persons Who Can Order Stock in the Offering (page ____)	We have granted rights to subscribe for shares of our common stock in a “subscription offering” to the following persons in the following order of priority:
Note: Subscription rights are not transferable, and persons with subscription rights may not subscribe for shares for the benefit of any other person. If you violate this prohibition, you may lose your rights to purchase shares and may face criminal prosecution and/or other sanctions.	1.      Persons with $50 or more on deposit at Northeast Community Bank as of January 31, 2005.
	2.      Our employee stock ownership plan.
	3.      Persons with $50 or more on deposit at Northeast Community Bank as of [Supplemental Date].
	4.      Northeast Community Bank’s depositors and borrowers of Northeast Community Bank as of [Voting Record Date] who continue to be borrowers as of [Voting Record Date] and who were not able to subscribe for shares under categories 1 and 3.
	If we receive subscriptions for more shares than are to be sold in this offering, we may be unable to fill or may only partially fill your order. Shares will be allocated in order of the priorities described above under a formula outlined in the plan of reorganization and stock issuance. Generally, shares first will be allocated so as to permit each eligible subscriber, if possible, to purchase a number of shares sufficient to make the subscriber’s total allocation equal to 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining eligible subscribers whose subscriptions remain unfilled in proportion to the amounts of their respective qualifying deposits bear to the total qualifying deposits of all remaining eligible subscribers whose subscriptions remain unfilled. If we increase the number of shares to be sold above 5,175,000, our employee stock ownership plan will have the first priority right to purchase any shares exceeding that amount to the extent that its subscription has not previously been filled. Any shares remaining will be allocated in the order of priorities described above. See “The Reorganization and Stock Offering—Subscription Offering and Subscription Rights” for a description of the allocation procedure. If our employee stock ownership plan’s subscription is not filled in its entirety, the employee stock ownership plan may purchase shares in the open market or may purchase shares directly from Northeast Community Bancorp with the approval of the Office of Thrift Supervision.
	We may offer shares not sold in the subscription offering to the general public in a community offering or through a syndicate of broker-dealers. Individuals and trusts for the benefit of individuals who are residents of New York, Kings, Bronx and Westchester Counties, New York will have first preference to purchase shares in the community offering. The community offering and syndicated community offering, if held, may begin at any time during or immediately following the subscription offering.

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Subscription Rights Are Not Transferable	It is illegal to transfer your subscription rights and we will act to ensure that you do not do so. You will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding with another person involving the transfer of the shares that you purchase. We will not accept any stock orders that we believe involve the transfer of subscription rights. Eligible depositors who enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal law and may be subject to civil enforcement actions or criminal prosecution.
Deadline for Ordering Stock (page ____)	The subscription offering will end at 12:00 noon, Eastern time, on [Expiration Date]. We expect that the community offering, if any, will terminate at the same time, although it may continue for up to 45 days after the end of the subscription offering, or longer if regulators approve a later date. No single extension may be for more than 90 days. If we extend the offering beyond [Extension Date #1] or if we intend to sell fewer than 3,825,000 shares or more than 5,951,250, all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will return your funds promptly, in full and with interest, at our passbook savings rate.
Purchase Limitations (page ____)	Our plan of reorganization and stock issuance establishes limitations on the purchase of stock in the offering. These limitations include the following:
	•      The minimum purchase is 25 shares.
	•      No individual (or individuals on a single deposit account) may purchase more than $100,000 of common stock (which equals 10,000 shares) in the subscription offering.
	•      No individual, no individual together with any associates and no group of persons acting in concert may purchase more than $300,000 of common stock (which equals 30,000 shares) in the offering.
	Subject to the Office of Thrift Supervision’s approval, we may increase or decrease the purchase and ownership limitations at any time.
How to Purchase Common Stock (page ____)	If you want to place an order for shares in the offering, you must complete an original stock order and certification form and send it to us, together with full payment. You must sign the certification that is on the reverse side of the stock order and certification form. We must receive your stock order and certification form before the end of the subscription offering or the end of the community offering, as appropriate. Once we receive your order, you cannot cancel or change it without our consent.
	To ensure that we properly identify your subscription rights, you must list all of your deposit accounts as of the eligibility dates on the stock order and certification form. If you fail to do so, your subscription may be reduced or rejected if the offering is oversubscribed. To preserve your purchase priority, you must register the shares only in the name or names of persons on the deposit account at the applicable date of eligibility. You may not add the names of others who were not eligible to purchase common stock in the offering on the applicable date of eligibility.

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	We may, in our sole discretion, reject orders received in the community offering either in whole or in part. For example, we may reject an order submitted by a person who we believe is making false representations or who we believe is attempting to violate, evade or circumvent the terms and conditions of the plan of reorganization and stock issuance. If your order is rejected in part, you cannot cancel the remainder of your order.
	You may pay for shares in the subscription offering or the community offering in any of the following ways:
	•      By check or money order made payable to Northeast Community Bancorp.
	•      By authorizing a withdrawal from an account at Northeast Community Bank. To use funds in an existing Individual Retirement Account at Northeast Community Bank, you must transfer your account to an unaffiliated institution or broker, and open a self-directed Individual Retirement Account. Individual Retirement Accounts at Northeast Community Bank are not self-directed and common stock may only be purchased using a self-directed Individual Retirement Account. Please contact your broker or financial institution as quickly as possible to see if you may transfer your Individual Retirement Account from Northeast Community Bank because completing the transfer may take several days.
	We will pay interest on your subscription funds from the date we receive your funds until the reorganization is completed or terminated. Funds held at Northeast Community Bank will earn interest at the rate we pay on passbook savings accounts, which is currently .50%. All funds authorized for withdrawal from deposit accounts with us will earn interest at the applicable account rate until the offering is completed or terminated. If, as a result of a withdrawal from a certificate of deposit, the balance falls below the minimum balance requirement, the remaining funds will earn interest at our passbook savings rate. There will be no early withdrawal penalty for withdrawals from certificates of deposit used to pay for common stock.
How We Will Use the Proceeds of this Offering (page ____)	The following table summarizes how the proceeds of this offering will be used, based on the sale of shares at the minimum and maximum of the offering range.

	3,825,000 Shares at $10.00 Per Share		5,175,000 Shares at $10.00 Per Share
	(In thousands)
Offering proceeds	$	38,250	$	51,750
Less: offering expenses		1,352		1,476
Net offering proceeds		36,898		50,274
Less:
Proceeds contributed to Northeast Community Bank		18,449		25,137
Proceeds used for loan to employee stock ownership plan		3,332		4,508
Proceeds contributed to Northeast Community Bancorp, MHC		500		500
Proceeds remaining for Northeast Community Bancorp	$	14,617	$	20,129

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	Northeast Community Bancorp may use the portion of the proceeds that it retains to, among other things, invest in securities and short-term liquid investments, pay cash dividends to stockholders and/or repurchase shares of its common stock (subject to regulatory restrictions). Northeast Community Bank may use the portion of the proceeds that it receives to fund new loans, invest in securities and short-term liquid investments, open new branches and loan production offices, purchase branch offices and expand its business activities. Northeast Community Bancorp and Northeast Community Bank may also use the proceeds of the offering to finance the possible acquisition of financial institutions or other businesses that are related to banking or for general corporate purposes, although we have no specific plans to do so at this time.
Purchases by Directors and Executive Officers (page             )	We expect that our directors and executive officers, together with their associates, will subscribe for 59,800 shares, which equals 1.2% of the shares offered for sale at the maximum of the offering range. Directors and executive officers will pay the same $10.00 per share price as everyone else who purchases shares in the offering. Like all of our depositors, our directors and executive officers have subscription rights based on their deposits and, in the event of an oversubscription, their orders will be subject to the allocation provisions set forth in our plan of reorganization and stock issuance. Purchases by our directors and executive officers will count towards the minimum number of shares we must sell to close the offering.
Market for Northeast Community Bancorp Common Stock (page             )	We have applied to have our common stock quoted on the Nasdaq National Market under the symbol “NECB.” Sandler O’Neill & Partners, L.P. currently intends to become a market maker in the common stock, but is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for our common stock will develop or, if developed, will be maintained. After shares of the common stock begin trading, you may contact a stock broker to buy or sell shares.
Northeast Community Bancorp’s Dividend Policy (page             )	We have not yet determined whether we will pay a dividend on the common stock. After the reorganization, we will consider a policy of paying regular cash dividends. Our ability to pay dividends will depend on a number of factors, including capital requirements, regulatory limitations and our operating results and financial condition. We anticipate that Northeast Community Bancorp, MHC will waive receipt of any dividends that we may pay, subject to the approval of the Office of Thrift Supervision.
Possible Conversion of Northeast Community Bancorp, MHC to Stock Form (page             )	In the future, we may undertake a transaction commonly known as a “second-step conversion,” in which we would sell to the public the shares held by Northeast Community Bancorp, MHC. In a second-step conversion, members of Northeast Community Bancorp, MHC would have subscription rights to purchase common stock of Northeast Community Bancorp or its successor, and the public stockholders of Northeast Community Bancorp would be entitled to exchange their shares of common stock for an equal percentage of shares of the new holding company. This percentage may be adjusted to reflect any assets owned by Northeast Community Bancorp, MHC. Northeast Community Bancorp’s public stockholders, therefore, would own approximately the same percentage of the resulting entity as they owned before the second-step conversion. Any second-step conversion would require the approval of the stockholders of Northeast Community Bancorp, other than Northeast Community Bancorp, MHC, and the members of Northeast Community Bancorp,

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	MHC. The board of directors has no current plan to undertake a second-step conversion transaction.
Stock Information Center	If you have any questions regarding the offering or our reorganization, please call the stock information center at (___) ____________.
	The stock information center is open Monday through Friday, except bank holidays, from 10:00 a.m. to 4:00 p.m., Eastern time.
	To ensure that each purchaser in the subscription and community offering receives a prospectus at least 48 hours before the expiration date of the subscription and community offering in accordance with federal law, no prospectus will be mailed any later than five days before the expiration date, sent via overnight delivery any later than three days before the expiration date or hand delivered any later than two days before the expiration date. Order forms will be distributed only when preceded or accompanied by a prospectus.

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Risk Factors

You should consider carefully the following risk factors before purchasing Northeast Community Bancorp, Inc. common stock.

Risks Related to Our Business

Rising interest rates may hurt our earnings and asset value.

Interest rates have recently been at historically low levels. However, since June 30, 2004, the U.S. Federal Reserve has increased its target for the federal funds rate 14 times, from 1.0% to 4.5%. While these short-term market interest rates (which we use as a guide to price our deposits) have increased, longer-term market interest rates (which we use as a guide to price our longer-term loans) have not increased in a corresponding manner. This “flattening” of the market yield curve has had a negative impact on our interest rate spread and net interest margin. If short-term interest rates continue to rise, and if rates on our deposits and borrowings continue to reprice upwards faster than the rates on our long-term loans and investments, we would continue to experience compression of our interest rate spread and net interest margin, which would have a negative effect on our profitability.

Changes in interest rates also affect the value of our interest-earning assets. Generally, the value of fixed-rate assets fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax. Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on stockholders’ equity. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Results of Operations and Financial Condition—Risk Management—Interest Rate Risk Management.”

Our emphasis on multifamily residential, mixed use and nonresidential real estate lending could expose us to increased lending risks.

Our business strategy centers on continuing our emphasis on multifamily, mixed use and nonresidential real estate loans. We have grown our loan portfolio in recent years with respect to these types of loans and intend to continue to emphasize these types of lending. These types of loans generally have higher risk-adjusted returns and shorter maturities than one- to four-family residential mortgage loans. At December 31, 2005, $190.5 million, or 99.5%, of our loan portfolio consisted of multifamily residential, mixed use and nonresidential real estate loans. As a result, our credit risk profile will be higher than traditional thrift institutions that have higher concentrations of one- to four-family residential loans.

Loans secured by multifamily, mixed use and nonresidential real estate generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property and the income stream of the underlying property. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Accordingly, an adverse development with respect to one loan or one credit relationship can expose us to greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. We seek to minimize these risks through our underwriting policies, which require such loans to be qualified on the basis of the property’s net income and debt service ratio; however, there is no assurance that our underwriting policies will protect us from credit-related losses. At December 31, 2005, our largest multifamily residential, mixed use and nonresidential real estate lending relationship was a $3.9 million multifamily real estate loan relationship. This loan relationship was within our maximum lending limit to one borrower at December 31, 2005. See “Our Business—Lending Activities—Loans to One Borrower.”

Our recent expansion of our lending territory could expose us to increased lending risks.

We recently expanded our lending territory beyond the New York metropolitan area to include, Massachusetts, Connecticut, Rhode Island, southern Maine, Pennsylvania, New Jersey and southern New Hampshire.

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In January 2004, we opened a loan production office in Wellesley, Massachusetts. In 2005, approximately 49.9% of our total loan originations were outside the state of New York, with approximately 26.8% of our 2005 originations made in Massachusetts. While we have over fifty years of experience in multifamily and mixed use real estate lending in the New York metropolitan area and have significant expertise in nonresidential real estate lending, our experience in our expanded lending territory is more limited. We have experienced loan officers in this type of lending throughout our lending area and we apply the same underwriting standards to all of our loans, regardless of their location. As a result, we have had no losses on our multifamily, mixed use and nonresidential loans over the past five years. However, there is no assurance that our loss experience in the New York metropolitan area will be the same in our expanded lending territory. Because we only recently increased the number of out-of-state real estate loans in our portfolio, the lack of delinquencies and defaults in our loan portfolio over the past five years might not be representative of the level of delinquencies and defaults that could occur as we continue to expand our out-of-state real estate loan portfolio originations.

We may not be able to successfully implement our plans for growth.

We currently operate out of five full-service offices in the New York metropolitan area. Recently, our management began to implement a growth strategy that expands our presence in other select markets in the Northeast and Midatlantic regions. In January 2004, we opened a loan production office in Wellesley, Massachusetts and we are exploring the possibility of opening one or more retail branch offices in that market area. We also intend to open two retail branch offices, one in Pennsylvania and one in a location yet to be determined. In addition, we intend to open two additional loan production offices in the next few years, one in Pennsylvania and one in a location yet to be determined. We intend to continue to pursue opportunities to expand our branch network and our lending operations. In connection with the expansion of our branch network and lending operations, we would need to hire new lending, real estate investment and other employees to support our expanded infrastructure.

If we do not achieve profitability on new branches and loan production offices, the new branches and loan production offices may hurt our earnings.

We cannot assure you that our expansion strategy will be accretive to our earnings. Numerous factors will affect our expansion strategy, such as our ability to select suitable locations for branches and loan production offices, real estate acquisition costs, competition, interest rates, managerial resources, our ability to hire and retain qualified personnel, the effectiveness of our marketing strategy and our ability to attract deposits. We can provide no assurance that we will be successful in increasing the volume of our loans and deposits by expanding our branch and lending network. Building and staffing new branch offices and loan production offices will increase our operating expenses. We can provide no assurance that we will be able to manage the costs and implementation risks associated with this strategy so that expansion of our branch and lending network will be profitable.

We are expanding our branch and lending network into geographic markets in which we have limited experience.

Prior to January 2004, our business was primarily focused in the New York metropolitan area. A key component of our strategy to grow and enhance profitability is to expand into additional markets in Northeast and Midatlantic regions that are also in densely populated areas surrounding urban centers. As a result, in January 2004 we opened a loan production office in Wellesley, Massachusetts. We may pursue further expansion in this market, as well as in Pennsylvania and other market areas in future years. In Massachusetts, we have hired employees with significant lending experience in the local market. Our ability to operate successfully in new markets will be dependent, in part, on our ability to identify and retain personnel familiar with the new markets. We can provide no assurance that we will be successful in attracting deposits or originating loans in these new geographic markets.

Strong competition within our primary market area and our lending territory could hurt our profits and slow growth.

We face intense competition both in making loans in our lending territory and attracting deposits in our primary market area. This competition has made it more difficult for us to make new loans and at times has forced

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us to offer higher deposit rates. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits. As of June 30, 2005, the most recent date for which information is available, we held 1.21% of the deposits in Westchester, Kings, Bronx and New York Counties, New York. Competition also makes it more difficult to hire and retain experienced employees. Some of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. While we have faced increased competition for the origination of multifamily, mixed use and nonresidential real estate loans in recent years, we believe that we have the resources to compete effectively in our lending territory. However, no assurances can be made that we will be able to sustain and increase our level of lending in our lending territory, given that loan production may be influenced by the competition as well as by other factors such as economic conditions and market interest rates.

We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to compete successfully in our primary market area and our lending territory. For more information about our primary market area and lending territory and the competition we face, see “Our Business—Market Area” and “Our Business—Competition.”

Our allowance for loan losses may be inadequate, which could hurt our earnings.

Our allowance for possible loan losses may not be adequate to cover actual loan losses and if we are required to increase our allowance, current earnings may be reduced. When borrowers default and do not repay the loans that we make to them, we may lose money. Our experience shows that some borrowers either might not pay on time or might not pay at all, which could require us to cancel or “charge-off” the defaulted loan or loans. We provide for losses by reserving what we believe to be an adequate amount to absorb any probable inherent losses. A “charge-off” reduces our allowance for possible credit losses. If our allowances were insufficient, we would be required to record a larger allowance, which would reduce earnings for that period.

Changes in economic conditions could cause an increase in delinquencies and non-performing assets, including loan charge-offs and our income and growth.

Our loan portfolio includes primarily real estate secured loans, demand for which may decrease during economic downturns as a result of, among other things, an increase in unemployment, a decrease in real estate values or increases in interest rates. These factors could depress our earnings and consequently our financial condition because customers may not want or need our products and services; borrowers may not be able to repay their loans; the value of the collateral securing our loans to borrowers may decline; and the quality of our loan portfolio may decline.

Any of the latter three scenarios could cause an increase in delinquencies and non-performing assets or require us to “charge-off” a percentage of our loans and/or increase our provisions for loan losses, which would reduce our earnings.

The loss of our President and Chief Executive Officer could hurt our operations.

We rely heavily on our President and Chief Executive Officer, Kenneth A. Martinek. The loss of Mr. Martinek could have an adverse effect on us because, as a small community bank, Mr. Martinek has more responsibility than would be typical at a larger financial institution with more employees. In addition, as a small community bank, we have fewer management-level personnel who are in position to succeed and assume the responsibilities of Mr. Martinek. We intend to enter into a three-year employment contract with Mr. Martinek. We do not maintain key man life insurance on Mr. Martinek. For further discussion, see “Management — Executive Compensation.”

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We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.

We are subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, our primary federal regulator, and by the Federal Deposit Insurance Corporation, as insurer of our deposits. Northeast Community Bancorp, MHC, Northeast Community Bancorp and Northeast Community Bank will all be subject to regulation and supervision by the Office of Thrift Supervision. Such regulation and supervision governs the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and the depositors and borrowers of Northeast Community Bank rather than for holders of Northeast Community Bancorp common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

Risks Related to this Offering

Our high level of capital may negatively impact our return on equity and the value of our common stock.

Return on equity, which equals net income divided by average equity, is a ratio used by many investors to compare the performance of a particular company with other companies. For the year ended December 31, 2005, our return on equity was 4.69%. The net proceeds from the reorganization will significantly increase our capital which will further decrease our return on equity. In addition, if we are successful in selling one of our branch office properties our capital will increase further. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Possible Sale of New York City Branch Office.” Our pro forma return on equity for the same period is expected to be 2.66%, assuming the maximum of the offering range. Our peer group used in the valuation of Northeast Community Bancorp had a average return on equity of 4.72% for the 12 months ended December 31, 2005, while all publicly traded fully converted thrifts had a average return on equity of 7.60% for the same period. Over time, we intend to use the net proceeds from this offering to increase earnings per share and book value per share, without assuming undue risk, with the goal of achieving a return on equity that is competitive with other publicly held subsidiaries of mutual holding companies. This goal will take a number of years to achieve, and we cannot assure you that it will be attained. Consequently, you should not expect a competitive return on equity in the near future. Failure to achieve a competitive return on equity might make an investment in our common stock unattractive to some investors and might cause our common stock to trade at lower prices than comparable companies with higher returns on equity. See “Pro Forma Data” for an illustration of the financial impact of this offering. The information in “Pro Forma Data” does not reflect the impact that the new expenses we expect to incur as a result of our expansion and operating as a public company will have on our return on equity nor does it reflect the possible sale of one of the branch office properties that we currently own.

Additional expenses following the offering from operating as a public company and from new stock-based benefit plans will adversely affect our profitability.

Following the offering, our noninterest expenses are likely to increase as a result of the financial accounting, legal and various other additional expenses usually associated with operating as a public company. We also will recognize additional annual salaries and employee benefits expenses stemming from the shares purchased or granted to employees and executives under new benefit plans. These additional expenses will adversely affect our profitability. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices require that they be based on the fair market value of the shares of common stock at specific points in the future; however, we expect them to be material. We will recognize expenses for our employee stock ownership plan when shares are committed to be released to participants’ accounts and will recognize expenses for restricted stock awards and stock options over the vesting period of awards made to recipients. These benefit expenses in the first year following the offering have been estimated to be approximately $755,000 at the maximum of the offering range as set forth in the pro forma financial information under “Pro Forma

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Data” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of these plans, see “Our Management—Benefit Plans.”

We will need to implement additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements.

Upon the completion of this offering, we will become a public reporting company. The federal securities laws and the regulations of the Securities and Exchange Commission require that we file annual, quarterly and current reports and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expenses and could divert our management’s attention from our operations. Compliance with the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission will require us to certify the adequacy of our internal controls and procedures, which will require us to upgrade our accounting systems, which will increase our operating costs.

We have broad discretion in allocating the proceeds of the offering. Our failure to utilize effectively such proceeds would reduce our profitability.

Northeast Community Bancorp intends to contribute approximately 50.0% of the net proceeds of the offering to Northeast Community Bank. We may use the remaining net proceeds to pay dividends to stockholders, repurchase common stock, finance the acquisition of other financial institutions or other businesses that are related to banking, or for other general corporate purposes. We expect to use a portion of the net proceeds to fund the purchase by our employee stock ownership plan of shares in the offering. Northeast Community Bank may use the proceeds it receives to fund new loans, establish or acquire new branches or loan production offices, acquire financial institutions or other businesses that are related to banking, acquire branches of other financial institutions or for general corporate purposes. We have not allocated specific amounts of proceeds for any of these purposes, and we will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively would reduce our profitability.

Issuance of shares for benefit programs may dilute your ownership interest.

We intend to adopt an equity incentive plan following the reorganization. If stockholders approve the new equity incentive plan, we intend to issue shares to our officers and directors through this plan. If the restricted stock awards under the equity incentive plan are funded from authorized but unissued stock, your ownership interest in the shares issued to persons other than Northeast Community Bancorp, MHC could be diluted by up to approximately 1.92%, assuming awards of common stock equal to 1.96% of the shares issued in the offering, including shares issued to Northeast Community Bancorp, MHC, are awarded under the plan. If the shares issued upon the exercise of stock options under the equity incentive plan are issued from authorized but unissued stock, your ownership interest in the shares issued to persons other than Northeast Community Bancorp, MHC could be diluted by up to approximately 4.67%, assuming stock option grants equal to 4.90% of the shares issued in the reorganization, including shares issued to Northeast Community Bancorp, MHC, are granted under the plan. See “Pro Forma Data” and “Our Management—Benefit Plans.”

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Northeast Community Bancorp, MHC’s majority control of our common stock will enable it to exercise voting control over most matters put to a vote of stockholders and will prevent stockholders from forcing a sale or a second-step conversion transaction you may find advantageous.

Northeast Community Bancorp, MHC will own a majority of Northeast Community Bancorp’s common stock after the offering and, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. The same directors and officers who will manage Northeast Community Bancorp and Northeast Community Bank will also manage Northeast Community Bancorp, MHC. As a federally chartered mutual holding company, the board of directors of Northeast Community Bancorp, MHC must ensure that the interests of depositors of Northeast Community Bank are represented and considered in matters put to a vote of stockholders of Northeast Community Bancorp. Therefore, the votes cast by Northeast Community Bancorp, MHC may not be in your personal best interests as a stockholder. For example, Northeast Community Bancorp, MHC may exercise its voting control to defeat a stockholder nominee for election to the board of directors of Northeast Community Bancorp. In addition, stockholders will not be able to force a merger or second-step conversion transaction without the consent of Northeast Community Bancorp, MHC. Some stockholders may desire a sale or merger transaction, since stockholders typically receive a premium for their shares, or a second-step conversion transaction, since, on a fully diluted basis, fully converted institutions tend to trade at higher multiples than mutual holding companies.

Office of Thrift Supervision policy on remutualization transactions could prohibit acquisition of Northeast Community Bancorp, which may adversely affect our stock price.

Current Office of Thrift Supervision regulations permit a mutual holding company to be acquired by a mutual institution in a remutualization transaction. The possibility of a remutualization transaction has resulted, from time to time, in a degree of takeover speculation for mutual holding companies that is reflected in the per share price of mutual holding companies’ common stock. However, the Office of Thrift Supervision has issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity and raising issues concerning the effect on the mutual members of the acquiring entity. Under certain circumstances, the Office of Thrift Supervision intends to give these issues special scrutiny and reject applications providing for the remutualization of a mutual holding company unless the applicant can clearly demonstrate that the Office of Thrift Supervision’s concerns are not warranted in the particular case. Should the Office of Thrift Supervision prohibit or otherwise restrict these transactions in the future, our per share stock price may be adversely affected. For further information, see “Restrictions on Acquisition of Northeast Community Bancorp and Northeast Community Bank—Regulatory Restrictions.”

Office of Thrift Supervision regulations and anti-takeover provisions in our charter restrict the accumulation of our common stock, which may adversely affect our stock price.

Office of Thrift Supervision regulations provide that for a period of three years following the date of the completion of the reorganization, no person, acting alone, together with associates or in a group of persons acting in concert, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10.0% of our common stock without the prior written approval of the Office of Thrift Supervision. In addition, Northeast Community Bancorp’s charter provides that, for a period of five years from the date of the reorganization, no person, other than Northeast Community Bancorp, MHC may acquire directly or indirectly the beneficial ownership of more than 10.0% of any class of any equity security of Northeast Community Bancorp. In the event a person acquires shares in violation of this charter provision, all shares beneficially owned by such person in excess of 10.0% will be considered “excess shares” and will not be counted as shares entitled to vote or counted as voting shares in connection with any matters submitted to the stockholders for a vote. These factors make it more difficult and less attractive for stockholders to acquire a significant amount of our common stock, which may adversely affect our stock price.

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Our stock price may decline when trading commences.

We cannot offer any assurance that if you purchase shares in the offering that you will be able to sell them at or above the $10.00 purchase price. The shares of several recent minority offerings by mutual holding companies have traded below the initial offering price after completion of the offering. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. These market fluctuations might not be related to the operating performance of particular companies whose shares are traded.

There may be a limited market for our common stock, which may adversely affect our stock price.

Although we intend to have our stock quoted on the Nasdaq National Market, there is no guarantee that the shares will be actively traded. If an active trading market for our common stock fails to develop, you may not be able to sell all of your shares of common stock in an efficient manner and the sale of a large number of shares at one time could temporarily depress the market price. There also may be a wide spread between the bid and asked price for our common stock. When there is a wide spread between the bid and asked price, the price at which you may be able to sell our common stock may be significantly lower than the price at which you could buy it at that time.

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A Warning About Forward-Looking Statements

This prospectus contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include:

• statements of our goals, intentions and expectations;

• statements regarding our business plans, prospects, growth and operating strategies;

• statements regarding the quality of our loan and investment portfolios; and

• estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

• general economic conditions, either nationally or in our market areas, that are worse than expected;

• changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;

• increased competitive pressures among financial services companies;

• changes in consumer spending, borrowing and savings habits;

• legislative or regulatory changes that adversely affect our business;

• adverse changes in the securities markets;

• inability of key third-party providers to perform their obligations to Northeast Community Bank;

• changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board; and

• our ability to successfully implement our branch expansion strategy.

Any of the forward-looking statements that we make in this prospectus and in other public statements we make may turn out to be incorrect because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.

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Selected Financial and Other Data

The summary financial information presented below is derived in part from our financial statements. The following is only a summary and you should read it in conjunction with the financial statements and notes beginning on page F-1. The information for the years ended December 31, 2005, 2004 and 2003 is derived in part from the audited financial statements of Northeast Community Bank that appear elsewhere in this prospectus. The information for the years ended December 31, 2002 and 2001 is derived in part from audited financial statements of Northeast Community Bank that do not appear in this prospectus.

	At December 31,
	2005		2004		2003		2002		2001
	(Dollars in thousands)
Financial Condition Data:
Total assets	$	238,821	$	239,520	$	231,788	$	234,331	$	251,464
Cash and cash equivalents		27,389		51,004		57,824		46,017		41,865
Securities held to maturity		12,228		11,395		9,452		8,555		16,571
Securities available for sale		362		473		649		975		1,709
Loans receivable, net		190,896		167,690		154,546		168,069		180,884
Deposits		193,314		193,617		190,037		193,401		214,156
Advances from Federal Home Loan Bank		—		—		—		900		900
Total retained earnings		43,120		41,146		39,589		37,192		33,772
	For the Year Ended December 31,
	2005		2004		2003		2002		2001
	(Dollars in thousands)
Operating Data:
Interest income	$	12,919	$	11,976	$	13,485	$	15,812	$	17,935
Interest expense		3,110		2,494		2,620		4,236		7,286
Net interest income		9,809		9,482		10,865		11,576		10,649
Provision for loan losses		—		—		—		294		191
Net interest income after provision for loan losses		9,809		9,482		10,865		11,282		10,458
Other income		1,267		1,332		1,519		2,191		1,153
Other expense		7,515		8,078		7,400		7,449		7,449
Income before taxes		3,561		2,736		4,984		6,024		4,162
Provision for income taxes		1,571		1,173		2,592		2,723		2,150
Net income	$	1,990	$	1,563	$	2,392	$	3,301	$	2,012

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	At or For the Year Ended December 31,
	2005		2004		2003		2002		2001
Performance Ratios:
Return on average assets	0.83	%	0.66	%	1.02	%	1.32	%	0.81	%
Return on average equity	4.69		3.80		6.13		9.18		6.04
Interest rate spread (1)	3.96		3.97		4.62		4.50		4.00
Net interest margin (2)	4.24		4.18		4.84		4.80		4.45
Noninterest expense to average assets	3.13		3.42		3.16		2.97		3.00
Efficiency ratio (3)	67.85		74.70		59.75		54.11		63.12
Average interest-earning assets to average interest-bearing liabilities	120.33		119.73		118.82		116.66		114.85
Average equity to average assets	17.65		17.45		16.66		14.35		13.40
Capital Ratios:
Tangible capital	17.92		17.02		16.92		15.72		13.43
Core capital	17.92		17.02		16.92		15.72		13.43
Total risk-based capital	33.12		35.71		36.33		33.60		28.76
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans	0.63		0.71		0.77		0.72		0.51
Allowance for loan losses as a percent of nonperforming loans	N/M		N/M		N/M		4353.57		6564.29
Net charge-offs (recoveries) to average outstanding loans during the period	0.00		0.00		0.01		0.00		0.08
Non-performing loans as a percent of total loans	0.00		0.00		0.00		0.02		0.01
Other Data:
Number of:
Real estate loans outstanding	377		340		353		414		454
Deposit accounts	17,243		18,251		19,528		20,755		22,881
Offices (4)	8		7		7		6		7

(1) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost on average interest-bearing liabilities.

(2) Represents net interest income as a percent of average interest-earning assets.

(3) Represents noninterest expense divided by the sum of net interest income and noninterest income.

(4) Includes our corporate headquarters, five full service branch offices, one loan production office and an office that houses our processing center.

N/M Not meaningful because there were no nonperforming loans as of these dates.

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Use of Proceeds

The following table shows how we expect to use the net proceeds of the offering. The actual net proceeds will depend on the number of shares of common stock sold in the offering and the expenses incurred in connection with the offering. Payments for shares made through withdrawals from deposit accounts at Northeast Community Bank will reduce Northeast Community Bank’s deposits and will not result in the receipt of new funds for investment. See “Pro Forma Data” for the assumptions used to arrive at these amounts.

	Minimum of Offering Range				Midpoint of Offering Range				Maximum of Offering Range				15% of Maximum of Offering Range
	3,825,000 Shares at $10.00 Per Share		Percent of Net Proceeds		4,500,000 Shares at $10.00 Per Share		Percent of Net Proceeds		5,175,000 Shares at $10.00 Per Share		Percent of Net Proceeds		5,951,250 Shares at $10.00 Per Share		Percent of Net Proceeds
	(Dollars in thousands)
Offering proceeds	$	38,250			$	45,000			$	51,750			$	59,513
Less: offering expenses		1,352				1,414				1,476				1,546
Net offering proceeds		36,898	100.0	%		43,586	100.0	%		50,274	100.0	%		57,967	100.0	%
Less:
Proceeds contributed to Northeast Community Bank		18,449	50.0			21,793	50.0			25,137	50.0			28,984	50.0
Proceeds used for loan to employee stock ownership plan		3,332	9.0			3,920	9.0			4,508	9.0			5,184	8.9
Proceeds contributed to Northeast Community MHC		500	1.4			500	1.1			500	1.0			500	0.9
Proceeds remaining for Northeast Community Bancorp	$	14,617	39.6	%	$	17,373	39.9	%	$	20,129	40.0	%	$	23,299	40.2	%

Northeast Community Bancorp intends to invest the proceeds it retains from the offering initially in short-term, liquid investments. Over time, Northeast Community Bancorp may use the proceeds it retains from the offering:

• to invest in securities and short-term liquid investments;

• to pay dividends to stockholders;

• to repurchase shares of its common stock, subject to regulatory restrictions;

• to finance the possible acquisition of financial institutions or other businesses that are related to banking; and

• for general corporate purposes.

Under current Office of Thrift Supervision regulations, Northeast Community Bancorp may not repurchase shares of its common stock during the first year following the reorganization, except to fund stock-based benefit plans or, with prior regulatory approval, when extraordinary circumstances exist. Northeast Community Bancorp currently has no specific plans or agreements regarding any acquisitions.

Northeast Community Bank intends to invest the proceeds it receives from the offering initially in short-term, liquid investments. Over time, Northeast Community Bank may use the proceeds that it receives from the offering, which are shown in the table above as the amount contributed to Northeast Community Bank:

• to fund new loans;

• to invest in securities and short-term liquid investments;

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• to finance the expansion of its business activities, including opening new branch locations and loan production offices or acquisitions of financial institutions, financial institution branches or other businesses related to banking; and

• for general corporate purposes.

Northeast Community Bank may need regulatory approvals to engage in some of the activities listed above.

It currently has no specific plans or agreements regarding any expansion activities or acquisitions other than the planned openings of new branch offices and loan production offices discussed under “Our Business—Properties.” Financing for opening these branches and loan production offices is not contingent on this offering.

Except as described above, neither Northeast Community Bancorp nor Northeast Community Bank has any specific plans for the investment of the proceeds of this offering and has not allocated a specific portion of the proceeds to any particular use. For a discussion of our business reasons for undertaking the reorganization, see “The Reorganization and Stock Offering—Reasons for the Reorganization.”

Our Dividend Policy

Following the reorganization, our board of directors will consider a policy of paying regular cash dividends. The board of directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends. In determining whether to declare or pay any dividends, whether regular or special, the board of directors will take into account Northeast Community Bancorp’s financial condition and results of operations, tax considerations, capital requirements, industry standards and economic conditions. The regulatory restrictions that affect the payment of dividends by Northeast Community Bank to Northeast Community Bancorp discussed below will also be considered. Northeast Community Bancorp cannot guarantee that it will pay dividends or that, if paid, Northeast Community Bancorp will not reduce or eliminate dividends in the future.

If Northeast Community Bancorp pays dividends to its stockholders, it also will be required to pay dividends to Northeast Community Bancorp, MHC, unless Northeast Community Bancorp, MHC elects to waive the receipt of dividends. We anticipate that Northeast Community Bancorp, MHC will waive any dividends that Northeast Community Bancorp may pay. Any decision to waive dividends will be subject to regulatory approval and such regulatory approval may impose conditions on our ability to waive dividends. See “Regulation and Supervision—Holding Company Regulation—Waiver of Dividends by Northeast Community Bancorp, MHC.”

Northeast Community Bancorp will not be subject to Office of Thrift Supervision regulatory restrictions on the payment of dividends. However, Northeast Community Bancorp’s ability to pay dividends may depend, in part, upon its receipt of dividends from Northeast Community Bank because Northeast Community Bancorp initially will have no source of income other than earnings from the investment of the net proceeds from the offering that it retains. Office of Thrift Supervision regulations limit dividends and other distributions from Northeast Community Bank to Northeast Community Bancorp. In addition, Northeast Community Bank may not make a distribution that would constitute a return of capital during the three-year term of the business plan submitted in connection with the reorganization. No insured depository institution may make a capital distribution if, after making the distribution, the institution would be undercapitalized. See “Regulation and Supervision—Regulation of Federal Savings Associations—Limitation on Capital Distributions.”

Any payment of dividends by Northeast Community Bank to Northeast Community Bancorp that would be deemed to be drawn out of Northeast Community Bank’s bad debt reserves would require Northeast Community Bank to pay federal income taxes at the then-current income tax rate on the amount deemed distributed. See “Federal and State Taxation—Federal Income Taxation” and note 10 of the notes to financial statements included in this prospectus. Northeast Community Bancorp does not contemplate any distribution by Northeast Community Bank that would result in this type of tax liability.

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Market for the Common Stock

We have not previously issued common stock and there is currently no established market for the common stock. Upon completion of the reorganization, we expect to meet the listing standards of and expect that our shares of common stock will be quoted on, the Nasdaq National Market under the symbol “NECB.” Sandler O’Neill & Partners, L.P. intends to become a market maker in our common stock following the reorganization, but is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for the common stock will develop or, if developed, will be maintained.

The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of our common stock at any particular time may be limited, which may have an adverse effect on the price at which our common stock can be sold. There can be no assurance that persons purchasing the common stock will be able to sell their shares at or above the $10.00 price per share in the offering. Purchasers of our common stock should have a longer term investment intent and should recognize that there may be a limited trading market in the common stock.

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Capitalization

The following table presents the historical capitalization of Northeast Community Bank at December 31, 2005 and the capitalization of Northeast Community Bancorp reflecting the offering (referred to as “pro forma” information). The pro forma capitalization gives effect to the assumptions listed under “Pro Forma Data,” based on the sale of the number of shares of common stock indicated in the table. This table does not reflect the issuance of additional shares under the proposed equity incentive plan. A change in the number of shares to be issued in the offering may materially affect pro forma capitalization. Northeast Community Bancorp is offering its common stock on a best efforts basis. Northeast Community Bancorp must sell a minimum of 3,825,000 shares to complete the offering.

			Northeast Community Bancorp Pro Forma Capitalization Based Upon the Sale of
	Actual as of December 31, 2005		3,825,000 Shares at $10.00 Per Share			4,500,000 Shares at $10.00 Per Share			5,175,000 Shares at $10.00 Per Share			5,951,250 Shares at $10.00 Per Share
	(Dollars in thousands)
Deposits (1)	$	193,314	$	193,314		$	193,314		$	193,314		$	193,314
Borrowings		—		—			—			—			—
Total deposits and borrowed funds	$	193,314	$	193,314		$	193,314		$	193,314		$	193,314
Stockholders’ equity:
Preferred stock:
1,000,000 shares, $01 par value per share, authorized; none issued or outstanding		—		—			—			—			—
Common stock:
19,000,000 shares, $01 par value per share, authorized; specified number of shares assumed to be issued and outstanding (2)		—		85			100			115			132
Additional paid-in capital		—		36,813			43,486			50,159			57,834
Retained earnings (3)		43,089		43,089			43,089			43,089			43,089
Accumulated other comprehensive income		31		31			31			31			31
Less:
Capitalization of Northeast Community Bancorp, MHC		—		(500	)		(500	)		(500	)		(500	)
Common stock acquired by employee stock ownership plan (4)		—		(3,332	)		(3,920	)		(4,508	)		(5,184	)
Common stock to be acquired by equity incentive plan (5)		—		(1,666	)		(1,960	)		(2,254	)		(2,592	)
Total stockholders’ equity	$	43,120	$	74,520		$	80,326		$	86,132		$	92,810

(1) Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Withdrawals to purchase common stock will reduce pro forma deposits by the amounts of the withdrawals.

(2) Reflects total issued and outstanding shares of 8,500,000, 10,000,000, 11,500,000 and 13,225,000 at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively. Issued and outstanding shares include shares sold in the offering, issued to Northeast Community Bancorp, MHC.

(3) Retained earnings are restricted by applicable regulatory capital requirements.

(4) Assumes that 3.92% of the common stock issued in the reorganization, including shares issued to Northeast Community Bancorp, MHC, will be acquired by the employee stock ownership plan in the offering with funds borrowed from Northeast Community Bancorp. Under U.S. generally accepted accounting principles, the amount of common stock to be purchased by the employee stock ownership plan represents unearned compensation and is, accordingly, reflected as a reduction of equity. As shares are released to plan participants’ accounts, a corresponding reduction in the charge against equity will occur. Since the funds are borrowed from Northeast Community Bancorp, the borrowing will be eliminated in consolidation and no liability or interest expense will be reflected in the financial statements of Northeast Community Bancorp. See “Pro Forma Data” and “Our Management—Benefit Plans—Employee Stock Ownership Plan.”

(5) Assumes the purchase in the open market at $10.00 per share, under the proposed equity incentive plan, of a number of shares equal to 1.96% of the shares of common stock issued in the reorganization, including shares issued to Northeast Community Bancorp, MHC. The shares are reflected as a reduction of stockholders’ equity. The equity incentive plan will be submitted to stockholders for approval at a meeting following the reorganization. See “Risk Factors—Risks Related to this Offering—Issuance of shares for benefit programs may dilute your ownership interest,” “Pro Forma Data” and “Our Management—Benefit Plans—Future Equity Incentive Plan.”

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Regulatory Capital Compliance

At December 31, 2005, Northeast Community Bank exceeded all regulatory capital requirements to be considered a “well capitalized” institution. The following table presents Northeast Community Bank’s capital position relative to its regulatory capital requirements at December 31, 2005, on a historical and pro forma basis. The table reflects receipt by Northeast Community Bank of 50% of the net proceeds of the offering. For purposes of the table, the amount expected to be borrowed by the employee stock ownership plan and the cost of the shares expected to be awarded under the equity incentive plan as restricted stock (3.92% and 1.96%, respectively, of the shares of common stock issued, including shares issued to Northeast Community Bancorp, MHC) are deducted from pro forma regulatory capital. For a discussion of the assumptions underlying the pro forma capital calculations presented below, see “Use of Proceeds,” “Capitalization” and “Pro Forma Data.” The definitions of the terms used in the table are those provided in the capital regulations issued by the Office of Thrift Supervision. For a discussion of the capital standards applicable to Northeast Community Bank, see “Regulation and Supervision—Regulation of Federal Savings Associations—Capital Requirements.”

					Pro Forma at December 31, 2005
					Minimum of Offering Range				Midpoint of Offering Range				Maximum of Offering Range				15% Above Maximum of Offering Range
	Historical at December 31, 2005				3,825,000 Shares at $10.00 Per Share				4,500,000 Shares at $10.00 Per Share				5,175,000 Shares at $10.00 Per Share				5,951,250 Shares at $10.00 Per Share
	Amount		Percent of Assets(1)		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets
	(Dollars in thousands)
U.S. generally accepted accounting principles equity	$	43,120	18.06	%	$	56,571	22.13	%	$	59,033	22.82	%	$	61,495	23.50	%	$	64,327	24.25	%
Tangible Capital:
Capital level (1)	$	42,622	17.92	%	$	56,073	22.03	%	$	58,535	22.72	%	$	60,997	23.40	%	$	63,829	24.16	%
Requirement		3,567	1.50			3,819	1.50			3,864	1.50			3,910	1.50			3,963	1.50
Excess	$	39,055	16.42	%	$	52,254	20.53	%	$	54,671	21.22	%	$	57,087	21.90	%	$	59,866	22.66	%
Core Capital:
Capital level (2)	$	42,622	17.92	%	$	56,073	22.03	%	$	58,535	22.72	%	$	60,997	23.40	%	$	63,829	24.16	%
Requirement		9,512	4.00			10,183	4.00			10,305	4.00			10,427	4.00			10,567	4.00
Excess	$	33,110	13.92	%	$	45,890	18.03	%	$	48,230	18.72	%	$	50,570	19.40	%	$	53,262	20.16	%
Total Risk-Based Capital:
Capital level(3)	$	43,822	33.08	%	$	57,273	40.66	%	$	59,735	41.95	%	$	62,197	43.22	%	$	65,029	44.64	%
Requirement		10,597	8.00			11,269	8.00			11,391	8.00			11,513	8.00			11,653	8.00
Excess	$	33,225	25.08	%	$	46,004	32.66	%	$	48,344	33.95	%	$	50,684	35.22	%	$	53,376	36.64	%

(1) Tangible capital shown as a percentage of adjusted total assets of $237.8 million. Risk-based and core capital levels are shown as a percentage of risk-weighted assets of $132.5 million.

(2) A portion of the unrealized gains on available-for-sale securities accounts for the difference between capital calculated under U.S. generally accepted accounting principles and each of tangible capital and core capital. See note 2 to the notes to financial statements for additional information.

(3) Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 50.0% risk-weighting.

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Pro Forma Data

The following tables show information about our net income and stockholders’ equity reflecting the reorganization. The information provided illustrates our pro forma net income and stockholders’ equity based on the sale of common stock at the minimum of the offering range, the midpoint of the offering range, the maximum of the offering range and 15% above the maximum of the offering range. The actual net proceeds from the sale of the common stock cannot be determined until the reorganization is completed. Net proceeds indicated in the following tables are based upon the following assumptions:

• All shares of stock will be sold in the subscription and community offerings;

• Our employee stock ownership plan will purchase a number of shares equal to 3.92% of the shares issued in the reorganization, including shares issued to Northeast Community Bancorp, MHC;

• Sandler O’Neill & Partners, L.P. will receive a fee equal to 1.0% of the aggregate purchase price of the shares sold in the offering, except that no fee will be paid with respect to shares purchased by the employee stock ownership plan or by our officers, directors and employees and members of their immediate families;

• Total expenses of the offering, excluding fees paid to Sandler O’Neill & Partners, L.P., will be $1.0 million; and

Actual expenses may vary from this estimate, and the fees paid will depend upon whether a syndicate of broker-dealers or other means is necessary to sell the shares (which would increase offering expenses), and other factors.

Pro forma net income for the year ended December 31, 2005 has been calculated as if the reorganization was completed at the beginning of each period, and the net proceeds had been invested at 4.38% for the year ended December 31, 2005, which represents the one-year treasury rate on each date. We believe that the one-year treasury rate represents a more realistic yield on the investment of the offering proceeds than the arithmetic average of the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate required by Office of Thrift Supervision regulations.

A pro forma after-tax return of 2.45% is used for the year ended December 31, 2005, after giving effect to a combined federal, state and local income tax rate of 44.0% for the period. The actual rate experienced by Northeast Community Bancorp may vary. Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the number of shares of common stock indicated in the tables.

When reviewing the following tables, you should consider the following:

• The final column gives effect to a 15% increase in the offering range, which may occur without any further notice if RP Financial increases its appraisal to reflect the results of this offering, changes in our financial condition or results of operations or changes in market or economic conditions after the offering begins or due to regulatory considerations. See “The Reorganization and Stock Offering—How We Determined the Offering Range and the $10.00 Purchase Price.”

• Since funds on deposit at Northeast Community Bank may be withdrawn to purchase shares of common stock, the amount of funds available for investment will be reduced by the amount of withdrawals for stock purchases. The pro forma tables do not reflect withdrawals from deposit accounts.

• Historical per share amounts have been computed as if the shares of common stock expected to be issued in the reorganization had been outstanding at the beginning of the period covered by the table. However, neither historical nor pro forma stockholders’ equity has been adjusted to reflect

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the investment of the estimated net proceeds from the sale of the shares in the reorganization, the additional employee stock ownership plan expense or the proposed equity incentive plan.

• Pro forma stockholders’ equity (“book value”) represents the difference between the stated amounts of our assets and liabilities. Book value amounts do not represent fair market values or amounts available for distribution to stockholders in the unlikely event of liquidation. The amounts shown do not reflect the federal income tax consequences of the restoration to income of Northeast Community Bank’s special bad debt reserves for income tax purposes, which would be required in the unlikely event of liquidation. See “Federal and State Taxation.”

• The amounts shown as pro forma stockholders’ equity per share do not represent possible future price appreciation of Northeast Community Bancorp’s common stock.

The following pro forma data may not represent the actual financial effects of the reorganization or our operating results after the reorganization. The pro forma data rely exclusively on the assumptions outlined above and in the notes to the pro forma tables. The pro forma data do not represent the fair market value of our common stock, the current fair market value of our assets or liabilities or the amount of money that would be available for distribution to stockholders if we are liquidated after the reorganization.

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	Year Ended December 31, 2005
	Minimum of Offering Range			Midpoint of Offering Range			Maximum of Offering Range			15% Above Maximum of Offering Range
	3,825,000 Shares at $10.00 Per Share			4,500,000 Shares at $10.00 Per Share			5,175,000 Shares at $10.00 Per Share			5,951,250 Shares at $10.00 Per Share
	(Dollars in thousands, except per share amounts)
Gross proceeds	$	38,250		$	45,000		$	51,750		$	59,513
Less: estimated offering expenses		(1,352	)		(1,414	)		(1,476	)		(1,546	)
Estimated net proceeds		36,898			43,586			50,274			57,967
Less: cash to Northeast Community Bancorp, MHC		(500	)		(500	)		(500	)		(500	)
Less: common stock acquired by employee stock ownership plan (1)		(3,332	)		(3,920	)		(4,508	)		(5,184	)
Less: common stock to be acquired by equity incentive plan (2)		(1,666	)		(1,960	)		(2,254	)		(2,592	)
Net investable proceeds	$	31,400		$	37,206		$	43,012		$	49,690
Pro Forma Net Income:
Pro forma net income:
Historical	$	1,990		$	1,990		$	1,990		$	1,990
Pro forma income on net investable proceeds		770			913			1,055			1,219
Less: pro forma employee stock ownership plan adjustments (1)		(93	)		(110	)		(126	)		(145	)
Less: pro forma restricted stock award expense (2)		(187	)		(220	)		(253	)		(290	)
Less: pro forma stock option expense (3)		(278	)		(327	)		(376	)		(433	)
Pro forma net income	$	2,202		$	2,246		$	2,290		$	2,341
Pro forma net income per share:
Historical	$	0.24		$	0.20		$	0.18		$	0.15
Pro forma income on net investable proceeds		0.09			0.09			0.09			0.09
Less: pro forma employee stock ownership plan adjustments (1)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Less: pro forma restricted stock award expense (2)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Less: pro forma stock option expense (3)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Pro forma net income per share	$	0.27		$	0.23		$	0.21		$	0.18
Offering price as a multiple of pro forma net income per share		37.04			43.48			47.62			55.56
Number of shares used to calculate pro forma net income per share (4)		8,175,130			9,617,800			11,060,470			12,719,541
Pro Forma Stockholders’ Equity:
Pro forma stockholders’ equity (book value) (3):
Historical	$	43,120		$	43,120		$	43,120		$	43,120
Estimated net proceeds		36,898			43,586			50,274			57,967
Less: capitalization of Northeast Community Bancorp, MHC		(500	)		(500	)		(500	)		(500	)
Less: common stock acquired by employee stock ownership plan (1)		(3,332	)		(3,920	)		(4,508	)		(5,184	)
Less: common stock to be acquired by equity incentive plan (2)		(1,666	)		(1,960	)		(2,254	)		(2,592	)
Pro forma stockholders’ equity	$	74,520		$	80,326		$	86,132		$	92,810
Pro forma stockholders’ equity per share (3):
Historical	$	5.07		$	4.31		$	3.75		$	3.26
Estimated net proceeds		4.35			4.36			4.37			4.39
Less: capitalization of Northeast Community Bancorp, MHC		(0.06	)		(0.05	)		(0.04	)		(0.04	)
Less: common stock acquired by employee stock ownership plan (1)		(0.39	)		(0.39	)		(0.39	)		(0.39	)
Less: common stock to be acquired by equity incentive plan (2)		(0.20	)		(0.20	)		(0.20	)		(0.20	)
Pro forma stockholders’ equity per share	$	8.77		$	8.03		$	7.49		$	7.02
Offering price as a percentage of pro forma stockholders’ equity per share		114.03	%		124.53	%		133.51	%		142.45	%
Number of shares used to calculate pro forma stockholders’ equity per share (4)		8,500,000			10,000,000			11,500,000			13,225,000

(footnotes on following page)

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(1) Assumes that the employee stock ownership plan will acquire a number of shares equal to 3.92% of the shares issued in the reorganization, including shares issued to Northeast Community Bancorp, MHC (333,200, 392,000 450,800 and 518,420 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively). The employee stock ownership plan will borrow the funds used to acquire these shares from the net proceeds from the reorganization retained by Northeast Community Bancorp. The amount of this borrowing has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. This borrowing will have an interest rate equal to the prime rate as published in The Wall Street Journal, which is currently 7.5%, and a term of 20 years. Northeast Community Bank intends to make contributions to the employee stock ownership plan in amounts at least equal to the principal and interest requirement of the debt. Interest income that Northeast Community Bancorp will earn on the loan will offset the interest paid on the loan by Northeast Community Bank. As the debt is paid down, shares will be released for allocation to participants’ accounts and stockholders’ equity will be increased.

The adjustment to pro forma net income for the employee stock ownership plan reflects the after-tax compensation expense associated with the plan. Applicable accounting principles require that compensation expense for the employee stock ownership plan be based upon shares committed to be released and that unallocated shares be excluded from earnings per share computations. An equal number of shares (1/20 of the total, based on a 20-year loan) will be released each year over the term of the loan. The valuation of shares committed to be released would be based upon the average market value of the shares during the year, which, for purposes of this calculation, was assumed to be equal to the $10.00 per share purchase price. If the average market value per share is greater than $10.00 per share, total employee stock ownership plan expense would be greater. See “Our Management—Benefit Plans—Employee Stock Ownership Plan.”

(2) Assumes that Northeast Community Bancorp will purchase in the open market a number of shares equal to 1.96% of the shares issued in the offering, including shares issued to Northeast Community Bancorp, MHC (166,600, 196,000, 225,400 and 259,210 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively), that will be reissued as restricted stock awards under an equity incentive plan to be adopted following the reorganization. Repurchases will be funded with cash on hand at Northeast Community Bancorp or with dividends paid to Northeast Community Bancorp by Northeast Community Bank. The cost of these shares has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. In calculating the pro forma effect of the restricted stock awards, it is assumed that the required stockholder approval has been received, that the shares used to fund the awards were acquired at the beginning of the respective period and that the shares were acquired at the $10.00 per share purchase price. The issuance of authorized but unissued shares of the common stock instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders by approximately 1.92%.

The adjustment to pro forma net income for the restricted stock awards reflects the after-tax compensation expense associated with the awards. It is assumed that the fair market value of a share of Northeast Community Bancorp common stock was $10.00 at the time the awards were made, that shares of restricted stock issued under the equity incentive plan vest 20.0% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20.0% of the value of the shares awarded was an amortized expense during each year, and that the combined federal and state income tax rate was 44.0%. If the fair market value per share is greater than $10.00 per share on the date shares are awarded under the equity incentive plan, total equity incentive plan expense would be greater.

(3) The adjustment to pro forma net income for stock options reflects the after-tax compensation expense associated with the stock options that may be granted under the equity incentive plan to be adopted following the offering. If the equity incentive plan is approved by stockholders, a number of shares equal to 4.90% of the number of shares issued in the offering, including shares issued to Northeast Community Bancorp, MHC (416,500, 490,000, 563,500 and 648,025 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively) will be reserved for future issuance upon the exercise of stock options that may be granted under the plan. Using the Black-Scholes option-pricing formula, the options are assumed to have a value of $3.75 each option, based on the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 0.0%; expected life, 10 years; expected volatility, 12.19%; and risk-free interest rate, 4.39%. Because there currently is no market for Northeast Community Bancorp common stock, the assumed expected volatility is based on the SNL Financial MHC Index. The dividend yield is assumed to be 0.0% because there is no history of dividend payments and the board of directors has not expressed an intention to commence dividend payments upon completion of the offering. It is assumed that stock options granted under the equity incentive plan vest 20.0% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20.0% of the value of the options awarded was an amortized expense during each year, that 25.0% of the options awarded are non-qualified options and that the combined federal and state income tax rate was 44.0%. If the fair market value per share is different than $10.00 per share on the date options are awarded under the equity incentive plan, or if the assumptions used in the option-pricing formula are different from those used in preparing this pro forma data, the value of the stock options and the related expense would be different. Applicable accounting standards do not prescribe a specific valuation technique to be used to estimate the fair value of employee stock options. The issuance of authorized but unissued shares of common stock to satisfy option exercises instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders by approximately 4.67%.

(4) The number of shares used to calculate pro forma net income per share is equal to the total number of shares to be outstanding upon completion of the reorganization, less the number of shares purchased by the employee stock ownership plan not committed to be released within one year following the reorganization. The number of shares used to calculate pro forma stockholders’ equity per share is equal to the total number of shares to be outstanding upon completion of the offering.

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Our Business

General

Northeast Community Bancorp will be organized as a federal corporation upon completion of the reorganization. As a result of the reorganization, Northeast Community Bank will be a wholly owned subsidiary of Northeast Community Bancorp and Northeast Community Bancorp will be a majority-owned subsidiary of Northeast Community Bancorp, MHC. Upon completion of the reorganization, Northeast Community Bancorp’s business activities will be the ownership of the outstanding capital stock of Northeast Community Bank and management of the investment of offering proceeds retained from the reorganization. Initially, Northeast Community Bancorp will neither own nor lease any property but will instead use the premises, equipment and other property of Northeast Community Bank with the payment of appropriate rental fees, as required by applicable law and regulations. In the future, Northeast Community Bancorp may acquire or organize other operating subsidiaries; however, there are no current plans, arrangements, agreements or understandings, written or oral, to do so.

Northeast Community Bank has been conducting business throughout the New York metropolitan area for more than 70 years. Northeast Community Bank was originally chartered in 1934. In 2006, Northeast Community Bank changed its name from “Fourth Federal Savings Bank” to “Northeast Community Bank.”

We operate as a community-oriented financial institution offering traditional financial services to consumers and businesses in our market area and our lending territory. We attract deposits from the general public and use those funds to originate multifamily residential, mixed use and nonresidential real estate and consumer loans, which we hold for investment. We have been originating multifamily and mixed use real estate loans in the New York metropolitan area for more than 50 years and recently expanded our lending territory to include New Jersey, Connecticut, Massachusetts, Rhode Island, southern New Hampshire, southern Maine and Pennsylvania. We do not offer one- to four-family residential loans.

Our website address is www.necommunitybank.com. Information on our website should not be considered a part of this prospectus.

Market Area

We are headquartered in White Plains, New York, which is located in Westchester County and we operate five full-service branch offices in the New York City boroughs of Manhattan (New York County), Brooklyn (Kings County) and the Bronx (Bronx County), which we consider our primary market area. We also operate a loan production office in Wellesley, Massachusetts. We generate deposits through our five branch offices and conduct lending activities throughout the New York metropolitan area as well as in certain states located in the Northeast and Midatlantic regions of the United States. In addition to New York and Massachusetts, our lending territory includes New Jersey, Connecticut, southern New Hampshire, Rhode Island, southern Maine and Pennsylvania.

Our primary market area includes a population base with a broad cross section of wealth, employment and ethnicity. We operate in markets that generally have experienced relatively slow demographic growth, a characteristic typical of mature urban markets located throughout the Northeast region. Population and household growth rates for all four of the primary market area counties have been and are projected to remain below the comparable U.S. measures. With the exception of Kings County, the counties within our primary market area matched or exceeded the comparable historical and projected growth rates for the state of New York.

New York County is a relatively affluent market, reflecting the influence of Wall Street along with the presence of a broad spectrum of Fortune 500 companies. Comparatively, Kings County and Bronx County are home to a broad socioeconomic spectrum, with a significant portion of the respective populations employed in relatively low wage blue collar jobs. Westchester County is also an affluent market, serving as a desired suburban location for commuting into New York City as well as reflecting growth of higher paying jobs in the county, particularly in

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White Plains. Over the next five years, New York County and Westchester County are projected to sustain growth in household income that exceeds comparable New York and U.S. growth rates. The more affluent nature of New York County and Westchester County is further implied by household income distribution measures, which shows that, in comparison to Bronx County and Kings County, New York and Westchester Counties maintain a lower percentage of households with incomes of less than $25,000 and a much higher percentage of households with incomes in the upper income brackets.

In addition to New York, our lending territory includes Massachusetts, New Jersey, Connecticut, Pennsylvania, southern New Hampshire, southern Maine and Rhode Island. While each of these states have different economic characteristics, our customer base in these states tends to be similar to our customer base in New York and is comprised mostly of owners of low to moderate income apartment buildings or nonresidential real estate in low to moderate income areas. Outside the State of New York, our largest concentration of real estate loans is in Massachusetts, primarily in the suburbs of Boston, inside the I-495 loop. This area is characterized by a large number of apartment buildings, condominiums and office buildings. The greater Boston metropolitan area benefits from the presence of numerous institutions of higher learning, medical care and research centers and the corporate headquarters of several significant mutual fund investment companies. Eastern Massachusetts also has many high technology companies employing personnel with specialized skills. It should be noted, however, that Massachusetts has lost population two years in a row. These factors affect the demand for residential homes, multifamily apartments, office buildings, shopping centers, industrial warehouses and other commercial properties.

Competition

We face significant competition for the attraction of deposits. The New York metropolitan area has a significant concentration of financial institutions, including large money center and regional banks, community banks and credit unions. Over the past 10 years, consolidation of the banking industry in the New York metropolitan area has continued, resulting in larger and increasingly efficient competitors. We also face competition for investors’ funds from money market funds, mutual funds and other corporate and government securities. At June 30, 2005, which is the most recent date for which data is available from the Federal Deposit Insurance Corporation, we held less than 0.1% of the deposits in each of Westchester, Kings and New York counties, New York, respectively and less than 0.7% of the deposits in Bronx County.

We also face significant competition for the origination of loans. Our competition for loans comes primarily from financial institutions in our lending territory, and, to a lesser extent, from other financial service providers such as mortgage companies and mortgage brokers. As our lending territory is based around densely populated areas surrounding urban centers, we face significant competition from regional banks, savings banks and commercial banks in the New York metropolitan area as well as in the other seven states in which we originate real estate loans. The competition for loans that we encounter, as well as the types of institutions with which we compete, varies from time to time depending upon certain factors, including the general availability of lendable funds and credit, general and local economic conditions, current interest rate levels, volatility in the mortgage markets and other factors which are not readily predictable.

We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered the barriers to market entry, allowed banks and other lenders to expand their geographic reach by providing services over the Internet and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks. Changes in federal law permit affiliation among banks, securities firms and insurance companies, which promotes a competitive environment in the financial services industry. Competition for deposits and the origination of loans could limit our future growth.

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Lending Activities

General. We originate loans primarily for investment purposes. The largest segment of our loan portfolio is multifamily residential real estate, mixed use real estate and nonresidential real estate loans. To a limited degree, we make consumer loans. We do not currently originate one- to four-family residential loans and have no present intention to do so in the future. We consider our lending territory to include New York, New Jersey, Massachusetts, Connecticut, Rhode Island, southern New Hampshire, Pennsylvania and southern Maine.

Multifamily and Mixed Use Real Estate Loans. We offer adjustable rate mortgage loans secured by multifamily and mixed use real estate. These loans are comprised primarily of loans on low to moderate income apartment buildings located in our lending territory and include, to a limited degree, loans on cooperative apartment buildings (in the New York area), loans for Section 8 multifamily housing and loans for single room occupancy (“SRO”) multifamily housing properties. In New York, most of the apartment buildings that we lend on are rent stabilized. Mixed use real estate loans are secured by properties that are intended for both residential and business use. Until 2004, our policy had been to originate multifamily and mixed use real estate loans primarily in the New York metropolitan area. In January 2004, we opened a loan production office in Wellesley, Massachusetts and currently originate multifamily and mixed use real estate loans in New York, Massachusetts, Connecticut, New Jersey, Pennsylvania, Rhode Island, southern New Hampshire and southern Maine. For the year ended December 31, 2005, originations of multifamily real estate loans in states other than New York represented 78.8% of our total multifamily mortgage loan originations and originations of mixed use real estate loans in states other than New York represented 56.7% of our total mixed use mortgage loan originations. Of originations in states other than New York for 2005, 29.9 % of our total originations of multifamily loans and 35.3% of our mixed use real estate loans were made in Massachusetts. For the year ended December 31, 2004, originations of multifamily real estate loans in states other than New York represented 63.4% of our total multifamily mortgage loan originations and originations of mixed use real estate loans in states other than New York represented 23.5% of our total mixed use mortgage loan originations. We intend to continue to increase our originations of multifamily and mixed use real estate loans in the eight states in which we are currently lending.

We originate a variety of adjustable-rate and balloon multifamily and mixed use real estate loans. The adjustable-rate loans have fixed rates for a period of up to five years and then adjust every three to five years thereafter, based on the terms of the loan. Maturities on these loans can be up to 15 years, and typically they amortize over a 25 year period. Interest rates on our adjustable-rate loans are adjusted to a rate that equals the applicable three-year or five-year constant maturity treasury index plus a margin. The balloon loans have a maximum maturity of five years. The lifetime interest rate cap is five percentage points over the initial interest rate of the loan (four percentage points for loans with three-year terms). For any mixed use property with commercial space accounting for over 30% of the gross operating income of the building, the rates offered on such properties are generally based on the rates we offer for nonresidential real estate loans. Due to the nature of our borrowers and our lending niche, the typical multifamily or mixed use real estate loan refinances within the first five-year period and, in doing so, generates prepayment penalties ranging from five points to one point of the initial loan balance. Under our loan-refinancing program, borrowers who are current under the terms and conditions of their contractual obligations can apply to refinance their existing loans to the rates and terms then offered on new loans after the payment of their contractual prepayment penalties.

Loans secured by multifamily and mixed use real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential mortgage loans. In making multifamily and mixed use real estate loans, we primarily consider the net operating income generated by the real estate to support the debt service, the financial resources, income level and managerial expertise of the borrower, the marketability of the property and our lending experience with the borrower. We do not typically require a personal guarantee of the borrower, but may do so depending on the location, building condition or credit profile. We rate the property underlying the loan either Class A, B or C. Our current policy is to require a minimum debt service coverage ratio (the ratio of earnings after subtracting all operating expenses and debt service payments) of 1.25% or 1.35% depending of the rating of the underlying property. On multifamily and mixed use real estate loans, our current policy is to finance up to 75% of

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the lesser of appraised value or purchase price of the property securing the loan on purchases and refinances of Class A and B properties and up to 65% of the lesser of appraised value or purchase price for properties that are rated Class C. In some markets within our lending territory, we will finance up to 80% of the lesser of appraised value or the purchase price. Properties securing multifamily and mixed use real estate loans are appraised by independent appraisers, inspected by us and require Phase 1 environmental surveys. We have not had a loss on a multifamily or mixed use real estate loan during the past five years.

While we have only recently expanded our lending territory beyond the New York metropolitan area, we have been originating multifamily and mixed use real estate loans in the New York market area for more than 50 years. In the New York market area, our ability to continue to grow our portfolio is dependent on the continuation of our relationships with mortgage brokers, as the multifamily and mixed use real estate loan market is primarily broker driven. We have longstanding relationships with mortgage brokers in the New York market area, who are familiar with our lending practices and our underwriting standards. We have developed similar relationships with mortgage brokers in the other states within our lending territory and will continue to do so in order to grow our loan portfolio.

The majority of the multifamily real estate loans in our portfolio are secured by ten unit to one hundred unit apartment buildings. At December 31, 2005, the majority of our mixed use real estate loans are secured by properties that are at least 75% apartment buildings, but contain some commercial or office space.

At December 31, 2005, the largest outstanding multifamily real estate loan had an outstanding balance of $3.9 million and is secured by a 54 building complex with 216 apartments. This loan was performing according to its terms at December 31, 2005. As of December 31, 2005, the average balance of loans in our multifamily and mixed use loan portfolio was approximately $510,000.

Nonresidential Real Estate Loans. We offer adjustable-rate mortgage loans secured by nonresidential real estate in the same lending territory that we offer multifamily and mixed use real estate loans. Our nonresidential real estate loans are generally secured by office buildings and retail shopping centers that are primarily located in low to moderate income areas within our lending territory. We intend to continue to grow this segment of our loan portfolio.

Our nonresidential real estate loans are structured in a manner similar to our multifamily and mixed use real estate loans, typically at a fixed rate of interest for three to five years and then a rate that adjusts every three to five years over the term of the loan, which is typically 15 years. Interest rates and payments on these loans generally are based on the three-year or five-year constant maturity treasury index. The lifetime interest rate cap is five percentage points over the initial interest rate of the loan (four percentage points for loans with three-year terms). Loans are secured by first mortgages that generally do not exceed 75% of the property’s appraised value. Properties securing nonresidential real estate loans are appraised by independent appraisers and inspected by us.

We also charge prepayment penalties, with five points of the initial loan balance generally being charged on loans that refinance in the first year of the mortgage, scaling down to one point on loans that refinance in year five. These loans are typically repaid or the term extended before maturity, in which case a new rate is negotiated to meet market conditions and an extension of the loan is executed for a new term with a new amortization schedule. Our nonresidential real estate loans tend to refinance within the first five-year period.

Our assessment of credit risk and our underwriting standards and procedures for nonresidential real estate loans are similar to those applicable to our multifamily and mixed use real estate loans. In reaching a decision on whether to make a nonresidential real estate loan, we consider the net operating income of the property, the borrower’s expertise, credit history and profitability and the value of the underlying property. In addition, with respect to rental properties, we will also consider the term of the lease and the credit quality of the tenants. We have generally required that the properties securing nonresidential real estate loans have debt service coverage ratios (the ratio of earnings after subtracting all operating expenses and debt service payments) of at least 1.30%. Phase 1 environmental surveys and property inspections are required for all loans.

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At December 31, 2005, we had $46.2 million in nonresidential real estate loans outstanding, or 24.1% of total loans. Originations in states other than New York represented 26.1% of our total originations of nonresidential real estate loans for the year ended December 31, 2005 and 21.3% for the year ended December 31, 2004. Of these amounts, in 2005, 12.0% were originated in Connecticut and 7.8% were originated in Massachusetts. At December 31, 2005, the largest outstanding nonresidential real estate loan had an outstanding balance of $2.9 million. This loan is secured by a 62,000 square foot shopping center in Monticello, New York with seventeen tenants and was performing according to its terms at December 31, 2005. As of December 31, 2005, the average balance of loans in our nonresidential loan portfolio was $720,000.

Equity Lines of Credit on Real Estate Loans. Northeast Community Bank offers equity lines of credit on multifamily, mixed use and nonresidential real estate properties on which it holds the first mortgage.

For existing borrowers only, we offer an equity line of credit program secured by a second mortgage on the borrower’s multifamily, mixed use or nonresidential property. All lines of credit are underwritten separately from the first mortgage and support debt-service ratios and loan-to-value ratios that when combined with the first mortgage meet or exceed our current underwriting standards for multifamily, mixed use and nonresidential real estate loans. Borrowers typically hold these lines in reserve and use them for ongoing property improvements or to purchase additional properties when the opportunity arises.

Our equity lines of credit are interest only for the first five years and then the remaining term of the line of credit is tied to the remaining term on the first mortgage on the multifamily, mixed use or nonresidential property. After the first five years, a payment of both principal and interest is required. Interest rates and payments on our equity lines of credit are indexed to the prime rate as published in The Wall Street Journal and adjusted as the prime rate changes. Interest rate adjustments on equity lines of credit are limited to a specified maximum percentage over the initial interest rate.

Consumer Loans. We offer limited types of consumer loans, primarily loans secured by savings accounts or certificate of deposits (share loans) and secured and unsecured personal loans. At December 31, 2005, our portfolio of consumer loans was $351,000, or 0.2% of total loans.

The procedures for underwriting consumer loans include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount.

Loan Underwriting Risks

Adjustable-Rate Loans. While we anticipate that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate loans, the increased payments required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also may be adversely affected in a high interest rate environment. In addition, although adjustable-rate loans help make our loan portfolio more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits.

Multifamily, Mixed Use and Nonresidential Real Estate Loans. Loans secured by multifamily, mixed use and nonresidential real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential mortgage loans. Of primary concern in multifamily, mixed use and nonresidential real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy. To monitor cash flows on income producing properties, we require borrowers to provide annual financial statements for all multifamily, mixed use and nonresidential real estate

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loans. In reaching a decision on whether to make a multifamily, mixed use or nonresidential real estate loan, we consider the net operating income of the property, the borrower’s expertise, credit history and profitability and the value of the underlying property. In addition, with respect to nonresidential real estate properties, we also consider the term of the lease and the quality of the tenants. An appraisal of the real estate used as collateral for the real estate loan is also obtained as part of the underwriting process. We have generally required that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings after subtracting all operating expenses and debt service payments) of at least 1.25%. In underwriting these loans, we take into account projected increases in interest rates in determining whether a loan meets our debt service coverage ratios at the higher interest rate under the adjustable rate mortgage. Environmental surveys and property inspections are utilized for all loans.

Consumer Loans. Consumer loans may entail greater risk than do real estate mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections depend on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Loan Originations. Our loan originations come from a number of sources. The primary source of loan originations are referrals from brokers, existing customers, advertising and personal contacts by our loan officers. Over the years, we have developed working relationships with many mortgage brokers. Under the terms of the agreements with such brokers, the brokers refer potential loans to us. The loans are underwritten and approved by us utilizing our underwriting policies and standards. The mortgage brokers typically receive a fee from the borrower upon the funding of the loans by us. In some instances, we will originate a real estate loan based on premium pricing. Historically, mortgage brokers have been the source of the majority of the multifamily, mixed use and nonresidential real estate loans originated by us. We generally retain for our portfolio all of the loans that we originate.

Loan Approval Procedures and Authority. Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by our board of directors and management. The board has granted the Loan Origination Group (which is comprised of all our loan officers and our staff attorney) with loan approval authority for mortgage loans on income producing property in amounts of up to $1.0 million.

For loan amounts between $1.0 million and $2.0 million, in addition to approval by the Loan Origination Group, such loans must be approved by the president, the chief financial officer and at least one non-employee director.

For loan amounts greater than $2.0 million, in addition to approval by the Loan Origination Group, such loans must be approved by the president, the chief financial officer and a majority of the non-employee directors. At each monthly meeting of the board of directors, the board ratifies all commitments issued, regardless of size.

Loans to One Borrower. The maximum amount that we may lend to one borrower and the borrower’s related entities generally is limited, by regulation, to 15% of our stated capital and reserves. At December 31, 2005, our general regulatory limit on loans to one borrower was $6.5 million. On December 31, 2005, our largest lending relationship was a $3.9 million multifamily real estate loan relationship. The loan that comprises this relationship was performing according to its terms at December 31, 2005. While our regulatory limit on loans to one borrower will increase following the reorganization as a result of the capital raised in the offering, we do not currently intend to increase the average loan size that we originate.

Loan Commitments. We issue commitments for adjustable-rate loans conditioned upon the occurrence of certain events. Commitments to originate adjustable-rate loans are legally binding agreements to lend to our customers. Generally, our adjustable-rate loan commitments expire after 60 days.

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Investment Activities

We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various federal agencies and municipal governments, deposits at the Federal Home Loan Bank of New York and certificates of deposit of federally insured institutions. Within certain regulatory limits, we also may invest a portion of our assets in mutual funds. While we have the authority under applicable law to invest in derivative securities, we had no investments in derivative securities at December 31, 2005.

At December 31, 2005, our investment portfolio totaled $37.4 million and consisted primarily of $24.4 million in interest-earning deposits with the Federal Home Loan Bank of New York, $5.0 million in U.S. Government sponsored and agency securities, $7.5 million in mortgage-backed securities issued primarily by Fannie Mae, Freddie Mac and Ginnie Mae, and $357,000 in Federal Home Loan Bank of New York stock. At December 31, 2005, we had no investments in callable securities.

Our investment portfolio is primarily viewed as a source of liquidity. Our investment management policy is designed to provide adequate liquidity to meet any reasonable decline in deposits and any anticipated increase in the loan portfolio through conversion of secondary reserves to cash and to provide safety of principal and interest through investment in securities under limitations and restrictions prescribed in banking regulations. Our policy is also designed to generate earnings adequate to provide a significant, stable income and as large an income as possible consistent with liquidity requirements and safety and to provide collateral for advances and repurchase agreements. The policy is also designed to serve as a counter-cyclical balance to earnings in that the investment portfolio will absorb funds when loan demand is low and will infuse funds when loan demand is high.

Deposit Activities and Other Sources of Funds

General. Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and money market conditions.

Deposit Accounts. Substantially all of our depositors are residents of the State of New York. We offer a variety of deposit accounts with a range of interest rates and terms. Our deposits principally consist of interest-bearing accounts (such as NOW and money market accounts), regular savings accounts, noninterest-bearing demand accounts (such as checking accounts) and certificates of deposit. At December 31, 2005, we did not utilize brokered deposits. Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, profitability to us, matching deposit and loan products and customer preferences and concerns. We generally review our deposit mix and pricing weekly. Our current strategy is to offer competitive rates and to be in the middle of the market for rates on all types of deposit products.

Our deposits are typically obtained from customers residing in or working in the communities in which our branch offices are located, and we rely on our long-standing relationships with our customers to retain these deposits. We use traditional means of advertising our deposit products, and we do not generally solicit deposits from outside our market area. While we will accept certificates of deposit in excess of $100,000, we do not actively solicit such accounts nor do we offer jumbo certificates of deposit.

Borrowings. We may utilize advances from the Federal Home Loan Bank of New York to supplement our supply of investable funds. The Federal Home Loan Bank functions as a central reserve bank providing credit for its member financial institutions. As a member, we are required to own capital stock in the Federal Home Loan Bank and are authorized to apply for advances on the security of such stock and certain of our whole first mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of

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advances are based either on a fixed percentage of an institution’s net worth or on the Federal Home Loan Bank’s assessment of the institution’s creditworthiness.

Properties

The following table sets forth certain information relating to our properties as of December 31, 2005.

Location	Year Opened	Owned/ Leased		Date of Lease Expiration	Net Book Value as of December 31, 2005
					(In thousands)
Corporate Headquarters:
325 Hamilton Avenue White Plains, New York 10601	1994	Owned		N/A	$	1,200
Branch Offices:
1355 First Avenue New York, New York 10021(1)	1946	Owned		N/A		104
590 East 187th Street Bronx, New York 10458	1972	Owned		N/A		620
2047 86th Street Brooklyn, New York 11214	1988	Owned		N/A		1,056
242 West 23rd Street New York, New York 10011	1996	Owned/Leased	(2)	N/A		1,117
1751 Second Avenue New York, New York 10128	1978	Leased		09/30/2015		46
Other Properties:
300 Hamilton Avenue White Plains, New York 10601	2000	Leased		05/31/2010		76
40 Grove Street Wellesley, Massachusetts	2004	Leased		02/28/2009		—

(1) We are currently marketing this property for sale. We intend to continue to operate a branch in this market area following any possible sale of the property. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Possible Sale of New York City Branch Office.”

(2) This property is owned by us, but is subject to a 99 year ground lease, the term of which expires in 2084.

Personnel

As of December 31, 2005, we had 66 full-time employees and five part-time employees, none of whom is represented by a collective bargaining unit. We believe our relationship with our employees is good.

Legal Proceedings

From time to time, we may be party to various legal proceedings incident to our business. At December 31, 2005, we were not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

Subsidiaries

Northeast Community Bank has no subsidiaries.

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Management’s Discussion and Analysis of

Financial Condition and Results of Operations

The objective of this section is to help potential investors understand our results of operations and financial condition. You should read this discussion in conjunction with the financial statements and notes to the financial statements that appear at the end of this prospectus.

Overview

Income. Our primary source of pre-tax income is net interest income. Net interest income is the difference between interest income, which is the income that we earn on our loans and investments, and interest expense, which is the interest that we pay on our deposits and borrowings. Other significant sources of pre-tax income are prepayment penalties on multifamily, mixed use and nonresidential real estate loans and service charges – mostly from service charges on deposit accounts – and fees for various services.

Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for possible losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings.

Expenses. The noninterest expenses we incur in operating our business consist of salary and employee benefits expenses, occupancy and equipment expenses, advertising expenses, federal insurance premiums and other miscellaneous expenses.

Salary and employee benefits consist primarily of the salaries and wages paid to our employees, payroll taxes and expenses for health insurance, retirement plans and other employee benefits. Following the offering, we will recognize additional annual employee compensation expenses stemming from the adoption of new stock-based benefit plans. We cannot determine the actual amount of these new stock-based benefit plan expenses at this time because applicable accounting practices require that they be based on the fair market value of the shares of common stock at specific points in the future. For an illustration of these expenses, see “Pro Forma Data.”

Occupancy and equipment expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of depreciation charges, ATM and data processing expenses, furniture and equipment expenses, maintenance, real estate taxes and costs of utilities. Depreciation of premises and equipment is computed using the straight-line method based on the useful lives of the related assets, which range from three to 40 years. Leasehold improvements are amortized over the shorter of the useful life of the asset or term of the lease.

Advertising expenses include expenses for print, promotions, third-party marketing services and premium items.

Federal insurance premiums are payments we make to the Federal Deposit Insurance Corporation for insurance of our deposit accounts.

Other expenses include expenses for professional services, office supplies, postage, telephone, insurance, charitable contributions, regulatory assessments and other miscellaneous operating expenses.

Following the offering, our noninterest expenses are likely to increase as a result of operating as a public company. These additional expenses will be primarily legal and accounting fees, expenses necessary to comply with the internal control over financial reporting provisions of the Sarbanes-Oxley Act and expenses related to stockholder communications and meetings.

We also expect that noninterest expenses will increase as a result of our strategy to expand our branch network and increase the number of our loan production offices. These additional expenses will be primarily salaries and employee benefits and occupancy and equipment expenses. Over time, we anticipate that we will generate

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sufficient income to offset the expenses related to our new facilities and new employees, but we cannot assure you that our expansion will increase our earnings.

Critical Accounting Policies

We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. We consider the following to be our critical accounting policies: allowance for loan losses and deferred income taxes.

Allowance for Loan Losses. The allowance for loan losses is the amount estimated by management as necessary to cover probable credit losses in the loan portfolio at the statement of financial condition date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance on a quarterly basis and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other factors related to the collectibility of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of Thrift Supervision, as an integral part of its examination process, periodically reviews our allowance for loan losses. The Office of Thrift Supervision could require us to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively affect earnings. For additional discussion, see note 1 of the notes to the consolidated financial statements included in this prospectus.

Deferred Income Taxes. We use the asset and liability method of accounting for income taxes as prescribed in Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. A valuation allowance would result in additional income tax expense in the period, which would negatively affect earnings.

Operating Strategy

Our mission is to operate and grow a profitable, community-oriented financial institution. We plan to achieve this by executing our strategy of:

• Continuing to specialize in the origination of multifamily residential real estate loans, mixed use real estate loans and nonresidential real estate loans;

• Pursuing opportunities to continue to geographically expand our lending area;

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• Expanding our branch network into states where we originate real estate loans;

• Aggressively marketing for core deposits and certificates of deposit;

• Providing exceptional service to attract and retain customers;

• Continuing to use uniform underwriting practices to maintain the high quality of our loan portfolio; and

• Considering acquisition targets throughout our lending area.

Continue to emphasize the origination of multifamily residential real estate loans, mixed use real estate loans and nonresidential real estate loans

Our primary lending activity is the origination of multifamily residential, mixed use and nonresidential real estate loans. Most of our multifamily and mixed use real estate loans are secured by low to moderate income apartment buildings within our lending territory. Most of our nonresidential real estate loans are secured by income producing properties in low to moderate income areas within our lending territory. We intend to continue this emphasis going forward. We have been originating multifamily and mixed use loans for more than 50 years and also have significant experience in nonresidential real estate lending. At December 31, 2005, 99.5% of our total loans were multifamily, mixed use and nonresidential real estate loans. We believe that our uniform underwriting standards and specialization in multifamily, mixed use and nonresidential real estate lending contribute to our high asset quality.

Geographically expand our lending territory

In January 2004, we opened a loan production office in Wellesley, Massachusetts to take advantage of our expertise in multifamily, mixed use and nonresidential real estate lending in other densely populated areas surrounding urban centers. Since that time we have, through the Massachusetts office using locally hired loan officers, originated approximately $32.5 million in new multifamily, mixed use and nonresidential real estate loans throughout Massachusetts, southern New Hampshire, Rhode Island and southern Maine. Since 2004, we also originated approximately $23.0 million in new multifamily, mixed use and nonresidential real estate loans throughout Pennsylvania, New Jersey and Connecticut.

We intend to continue to increase our loan origination levels throughout the eight states in which we are actively lending by opening additional loan production offices and hiring additional loan officers to staff the new offices. We intend to open two loan production offices over the next few years, one of which we anticipate will be in Pennsylvania. We have not identified the location for the second loan production office. As we did in Massachusetts, we intend to hire local, experienced loan officers within the market areas in which we open new loan production offices and will continue to use our uniform underwriting policies in originating loans.

Expand our branch network

We intend to pursue a branch expansion program focusing on de novo branching within our expanded lending territory enabling us to continue to build our lending franchise. We also intend to consider acquisitions of branches of other financial institutions located within our lending territory. We expect to open at least three new branches in the next five years, one or more of which we anticipate will be located in the suburbs of Boston, Massachusetts and one of which may be located in Pennsylvania. We have not identified the locations for the remaining branches. We have not entered into any binding commitments regarding our expansion plans. While we continue to review potential branch sites, there can be no assurance as to whether or when we will open such offices.

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Aggressively market for core deposits and certificate of deposit accounts

Core deposits (passbook savings accounts, checking accounts and tenant security accounts) comprised 50.4% of our total deposits at December 31, 2005. We value core deposits because they represent a lower cost of funding and marginally longer-term customer relationships compared to certificates of deposit. We market core deposits through in-branch advertising and programs that link various accounts and services together minimizing service fees. We also hope to increase core deposits by pursuing expansion inside and outside of our market area and into our lending territory through de novo branching. In addition to personal checking accounts, we offer business checking, passbook savings accounts and sweep accounts.

Recently, we have found certificates of deposit to be the savings vehicle of choice for many new and existing depositors and we offer a complete range of certificate of deposit accounts with maturities from one month to sixty months at competitive rates and terms. We also offer individual retirement accounts with terms ranging from twelve months to sixty months. We intend to continue to market certificates of deposit within our primary market area and, to the extent we expand our branch network into our lending territory, we will market certificates of deposit.

Provide exceptional service to attract and retain customers

As a community-oriented financial institution, we emphasize exceptional customer service as a means to attract and retain customers. We deliver personalized service and respond with flexibility to customer needs. We believe that our community orientation is attractive to our customers and distinguishes us from the large banks that operate in our market area. We maintain fully staffed teller lines and customer service areas in all of our branches to facilitate prompt deposit and withdrawal service as well as efficient new account and existing customer service. We also provide twenty-four hour telephone and on-line Internet banking service as well as twenty-four hour access to automated teller machines in all offices.

Continue to use uniform underwriting practices to maintain the high quality of our real estate loan portfolio

We believe that uniform underwriting standards must be continually maintained. From a broad view, our underwriting standards are designed to provide a service to all qualified applicants in an amount and for a period of time consistent with their ability to repay according to the contractual terms and conditions. We have sought to grow our real estate loan portfolio and diversify it geographically, while maintaining a high level of asset quality and moderate credit risk, using uniform underwriting standards that we believe are conservative and through diligent monitoring and collection efforts. At December 31, 2005, we had no nonperforming loans (loans which are 90 days or more delinquent) and we have not had a loss on our multifamily, mixed use and nonresidential loan portfolio in the past five years. We intend to continue our philosophy of managing large loan exposures through our conservative approach to lending.

Growth through acquisition

Upon completion of the reorganization, our new corporate structure will enable us to be more competitive in pursuing acquisitions of other financial institutions or financial services companies. We may seek such acquisition opportunities throughout our expanded lending territory, which now includes all or part of eight states. At this time we have not identified any acquisition opportunities and we currently have no specific plans, arrangements or understandings regarding any such acquisitions.

Possible Sale of New York City Branch Office

Northeast Community Bank is in the process of purchasing the air rights from the owners of the building to the north of its branch office located at 1355 First Avenue, New York, New York. We have owned the property on which this branch office is located since 1946. Our board of directors has

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determined to market for sale the property at which the First Avenue branch office is located. We have had the First Avenue property appraised and the fair market value of the property (including the air rights) is approximately $31.2 million. There is no assurance that we will be able to sell the property or, if we sell the property, that we will obtain a sales price equal to the fair market value for the property. If we sell the property, we will have a gain on the sale, the amount of which will depend on the sale price of the property. If we were to sell the property at a sales price equal to the appraised value of $31.2 million, we anticipate that we would have a gain on the sale, after taxes, of approximately $12.5 million. There is no assurance that we will be able to sell the property or, if we sell the property, that we will be able to sell the property at its fair market value. In the event we sell the property, we intend to continue to operate a branch in the market area in which the First Avenue branch is located. Any sale of the branch office property will provide for a 99 year lease to enable Northeast Community Bank to retain its current branch location at the property. In anticipation that we will be successful in selling the First Avenue property and that a purchaser of the property would substantially renovate the property, we intend to lease property in the same general location as the First Avenue branch and use such property for a temporary branch office following any possible sale. At this time, we have no agreements regarding the possible sale of the branch office or the lease of a temporary branch location.

Balance Sheet Analysis

Loans. Our primary lending activity is the origination of loans secured by real estate. We originate real estate loans secured by multifamily residential real estate, mixed use real estate and nonresidential real estate. To a lesser extent, we originate consumer loans. At December 31, 2005 real estate loans totaled $191.1 million, or 99.8% of total loans, compared to $168.3 million, and 99.8% of total loans, at December 31, 2004 and $155.2 million, or 99.8% of total loans, at December 31, 2003. Real estate loans increased $22.8 million, or 13.5%, in the year ended December 31, 2005 due primarily to new originations that resulted from the opening of our Wellesley, Massachusetts loan production office and an increase in the amount of originations of nonresidential real estate loans.

The largest segment of our real estate loans is multifamily residential loans. As of December 31, 2005 our real estate loan portfolio consisted of $100.4 million, or 52.4%, in multifamily residential real estate loans, $43.9 million, or 22.9%, in mixed use real estate loans, $46.2 million , or 24.1%, in nonresidential real estate loans and $587,000, or 0.3%, in one- to four-family residential real estate loans. Each of these loan segments increased in 2005, other than one- to four-family loans which we no longer originate, due primarily to new originations resulting from our Wellesley, Massachusetts loan production office. As a percentage of the overall portfolio, nonresidential real estate loans increased over the period due to new originations.

At December 31, 2004 our real estate loan portfolio consisted of $99.4 million, or 58.9%, in multifamily real estate loans, $38.3 million, or 22.7%, in mixed use real estate loans, $29.8 million , or 17.7%, in nonresidential real estate loans and $837,000, or 0.5%, in one- to four-family residential loans.

At December 31, 2003 our real estate loan portfolio consisted of $86.0 million, or 55.3%, in multifamily loans, $40.5 million, or 26.0%, in mixed use real estate loans, $27.8 million, or 17.9%, in nonresidential real estate loans and $985,000, or 0.6%, in one- to four-family residential loans.

We also originate several types of consumer loans such as passbook loans and overdraft lines of credit on checking accounts. Consumer loans totaled $351,000 and represented 0.2% of total loans at December 31, 2005, compared to $366,000, or 0.2%, of total loans at December 31, 2004.

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The following table sets forth the composition of our loan portfolio at the dates indicated.

	At December 31,
	2005					2004					2003					2002					2001
	Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
	(Dollars in thousands)
Real estate:
One- to four-family	$	587		0.31	%	$	837		0.49	%	$	985		0.63	%	$	1,569		0.93	%	$	3,036		1.67	%
Multifamily (1)		100,360		52.43			99,400		58.93			86,000		55.29			95,449		56.30			100,169		55.05
Mixed use (1)		43,919		22.94			38,287		22.70			40,457		26.01			50,814		29.98			58,051		31.90
Total residential real estate loans		144,866		75.68			138,524		82.12			127,442		81.93			147,832		87.21			161,256		88.62
Nonresidential real estate (1)		46,219		24.14			29,785		17.66			27,795		17.87			21,414		12.63			20,401		11.21
Total real estate		191,085		99.82			168,309		99.78			155,237		99.80			169,246		99.84			181,657		99.83
Consumer:
Overdraft lines of credit		83		0.04			96		0.06			113		0.07			142		0.08			165		0.09
Passbook loans		268		0.14			270		0.16			207		0.13			136		0.08			145		0.08
Total consumer loans		351		0.18			366		0.22			320		0.20			278		0.16			310		0.17
Total loans		191,436		100.00	%		168,675		100.00	%		155,557		100.00	%		169,524		100.00	%		181,967		100.00	%
Deferred loan fees		660					215					189					(236	)				(157	)
Allowance for losses		(1,200	)				(1,200	)				(1,200	)				(1,219	)				(919	)
Loans, net	$	190,896				$	167,690				$	154,546				$	168,069				$	180,884

(1) Includes equity lines of credits that we originate on properties on which we hold the first mortgage.

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Loan Maturity

The following table sets forth certain information at December 31, 2005 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The table does not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below.

	One- to Four-Family Real Estate Loans		Multifamily Real Estate Loans		Mixed Use Real Estate Loans		Non residential Real Estate Loans		Consumer Loans		Total Loans
	(Dollars in thousands)
Amounts due in:
One year or less	$	—	$	582	$	268	$	2,060	$	268	$	3,178
More than one to five years		21		9,158		2,461		2,467		—		14,107
More than five years to ten years		161		20,768		17,094		4,590		—		42,613
More than ten to fifteen years		332		65,271		22,102		33,757		—		121,462
More than fifteen years		73		4,581		1,994		3,345		83		10,076
Total	$	587	$	100,360	$	43,919	$	46,219	$	351	$	191,436

The following table sets forth the dollar amount of all loans at December 31, 2005 that are due after December 31, 2006, and have either fixed interest rates or adjustable interest rates.

	Fixed Rates		Adjustable Rates		Total
	(Dollars in thousands)
Residential real estate:
One- to four-family	$	94	$	493	$	587
Multifamily		—		99,778		99,778
Mixed use		580		43,071		43,651
Nonresidential real estate		—		44,159		44,159
Consumer and other loans		—		83		83
Total	$	674	$	187,584	$	188,258

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Loans Originated

The following table shows loans originated and sale activity during the periods indicated.

	Year Ended December 31,
	2005		2004		2003		2002		2001
	(Dollars in thousands)
Total loans at beginning of period	$	168,675	$	155,557	$	169,524	$	181,967	$	169,897
Loans originated:
Residential real estate:
One- to four-family		—		—		—		—		—
Multifamily		24,551		34,939		23,114		21,828		18,276
Mixed use		9,794		11,801		5,945		8,679		13,880
Nonresidential real estate		23,831		6,957		12,006		4,073		14,788
Consumer and other loans		—		63		71		—		—
Total loans originated		58,176		53,760		41,136		34,580		46,944
Deduct:
Loan principal repayments		35,413		40,642		52,006		47,007		33,389
Loan sales		—		—		3,097		—		1,442
Other		2		—		—		16		43
Net loan activity		35,415		40,642		55,103		47,023		34,874
Total loans at end of period	$	191,436	$	168,675	$	155,557	$	169,524	$	181,967

Securities. Our securities portfolio consists primarily of U.S. Government and agency securities, and mortgage-backed securities. Securities increased $722,000, or 6.1%, in the year ended December 31, 2005 and $1.8 million, or 17.5%, in the year ended December 31, 2004 due to purchases of additional securities for the portfolio.

The following table sets forth the amortized cost and fair values of our securities portfolio at the dates indicated.

	At December 31,
	2005				2004				2003
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)
Securities available for sale:
Fannie Mae common stock	$	4	$	58	$	4	$	86	$	4	$	90
Mortgage-backed securities		302		304		381		387		552		559
Total	$	306	$	362	$	385	$	473	$	556	$	649
Securities held to maturity:
U.S. Government and agency securities	$	4,999	$	4,950	$	2,000	$	1,993	$	1,000	$	990
Mortgage-backed securities		7,229		7,232		9,395		9,463		8,452		8,481
Total	$	12,228	$	12,182	$	11,395	$	11,456	$	9,452	$	9,471

At December 31, 2005, we had no investments in a single company or entity (other than U.S. Government-sponsored entity securities) that had an aggregate book value in excess of 10% of our equity.

51

The following table sets forth the stated maturities and weighted average yields of investment securities at December 31, 2005. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below. At December 31, 2005, mortgage-backed securities with adjustable rates totaled $6.9 million or 56.6%, with an additional $3.0 million in fixed rate agency securities maturing during 2006.

	One Year or Less				More than One Year to Five Years				More than Five Years to Ten Years				More than Ten Years				Total
	Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield
	(Dollars in thousands)
Securities available for sale:
Fannie Mae common stock	$	58	0.00	%	$	—	0.00	%	$	—	0.00	%	$	—	0.00	%	$	58	0.00	%
Mortgage-backed securities		—	0.00			6	5.42			—	0.00			298	4.76			304	4.77
Total securities available for sale	$	58	0.00		$	6	5.42		$	—	0.00		$	298	4.76		$	362	4.02
Securities held to maturity:
U.S. Government and agency securities	$	3,000	3.67	%	$	1,999	3.51	%	$	—	0.00	%	$	—	0.00	%	$	4,999	3.60	%
Mortgage-backed securities		5	7.84			478	5.80			59	6.19			6,687	3.93			7,229	4.08
Total	$	3,005	3.67		$	2,477	3.95		$	59	6.19		$	6,687	3.93		$	12,228	3.88

52

Deposits. Our primary source of funds is retail deposit accounts which are comprised of savings accounts, demand deposits and certificates of deposit primarily by individuals and businesses within our primary market area.

Deposits decreased $303,000, or 0.16%, in the year ended December 31, 2005. The decrease in deposits is attributable to passbook savings accounts and demand accounts that decreased $6.3 million, or 6.0%. The decrease was primarily attributable to the movement of deposit funds by customers to other investments and continued competition in our market area. Certificates of deposit increased by $6.0 million, or 6.6%, for the year ended December 31, 2005. The increase in certificates of deposit was the result of aggressive competition among regional and super-regional banks battling to increase market share in New York and an effort by us to retain deposits in a rising stock market environment.

Deposits increased $3.6 million, or 1.9%, in 2004. Savings accounts and demand deposit accounts decreased $3.1 million, or 2.9%, and certificates of deposit increased $6.7 million, or 8.0%. The overall increase in deposits during 2004 was the result of our efforts to lengthen the repricing time frame of the certificate of deposit portfolio by offering a slightly higher rate on longer term certificates of deposit.

Although longer term certificates of deposits added marginally to the cost of interest bearing liabilities in 2004 and 2005, we were able to stop the outflow of deposits to competitors and tie up longer term deposits in what are now below market rates.

The following table sets forth the balances of our deposit products at the dates indicated.

	At December 31,
	2005 Amount		2004 Amount		2003 Amount
	(In thousands)
Now and money market deposit accounts	$	22,731	$	24,185	$	24,209
Savings accounts		73,133		77,456		80,702
Noninterest bearing demand deposits		1,499		1,979		1,819
Certificates of deposit		95,951		89,997		83,307
Total	$	193,314	$	193,617	$	190,037

The following table indicates the amount of certificates of deposit with balances of $100,000 or greater by time remaining until maturity as of December 31, 2005. We do not offer jumbo certificates of deposit. The minimum deposit to open a certificate of deposit ranges from $500 to $2,500.

Maturity Period	Certificates of Deposit
	(In thousands)
Three months or less	$	4,481
Over three through six months		4,409
Over six through twelve months		4,107
Over twelve months		8,602
Total	$	21,599

53

The following table sets forth the time deposits classified by rates at the dates indicated.

	At December 31,
	2005		2004		2003
	(In thousands)
0.00 - 1.00%	$	567	$	4,233	$	12,824
1.01 - 2.00%		10,350		38,457		37,770
2.01 - 3.00%		33,683		18,637		10,563
3.01 - 4.00%		28,680		13,739		11,630
4.01 - 5.00%		22,284		11,654		5,526
5.01 - 6.00%		338		2,083		3,718
Over 6.00%		49		1,194		1,276
Total	$	95,951	$	89,997	$	83,307

The following table sets forth the amount and maturities of time deposits classified by rates at December 31, 2005.

	Amount Due
	Less Than One Year		More Than One Year to Two Years		More Than Two Years to Three Years		More Than Three Years to Four Years		More Than Four Years		Total		Percent of Total Deposit Accounts
	(Dollars in thousands)
0.00 - 1.00%	$	567	$	—	$	—	$	—	$	—	$	567	0.59	%
1.01 - 2.00%		10,345		5		—		—		—		10,350	10.79
2.01 - 3.00%		29,244		3,511		928		—		—		33,683	35.11
3.01 - 4.00%		16,212		2,770		6,412		3,286		—		28,680	29.89
4.01 - 5.00%		2,595		2,477		505		6,946		9,761		22,284	23.22
5.01 - 6.00%		338		—		—		—		—		338	0.35
Over 6.00%		—		6		—		43		—		49	0.05
Total	$	59,301	$	8,769	$	7,845	$	10,275	$	9,761	$	95,951	100.00	%

The following table sets forth deposit activity for the periods indicated.

	Year Ended December 31,
	2005			2004		2003
	(In thousands)
Beginning balance	$	193,617		$	190,037	$	193,401
Increase (decrease) before interest credited		(3,413	)		1,086		(5,975	)
Interest credited		3,110			2,494		2,611
Net increase (decrease) in deposits		(303	)		3,580		(3,364	)
Ending balance	$	193,314		$	193,617	$	190,037

54

Borrowings. We utilize borrowings from the Federal Home Loan Bank of New York to supplement our supply of funds for loans and investments. We are able to utilize borrowings when necessary or advantageous as an alternative to deposits when a pricing advantage exists, as a temporary source of funds to meet liquidity needs, to be used in an effort to manage our asset and liability position by replacing short-term deposits with longer term maturity matched borrowings, to supplement our supply of funds for real estate loan closings and investment purchases and to meet deposit withdrawal requirements, if necessary. While historically we have not relied upon advances from the Federal Home Loan Bank of New York to supplement our supply of lendable funds or to meet deposit withdrawal requirements we may rely upon advances from the Federal Home Loan Bank of New York in the future.

	Year Ended December 31,
	2005			2004			2003
	(In thousands)
Maximum amount of advances outstanding at any month end during the period:
FHLB advances	$	—		$	—		$	900
Average advances outstanding during the period:
FHLB advances		—			—			139
Balance outstanding at end of period:
FHLB advances		—			—			—
Weighted average interest rate during the period:
FHLB advances		0.00	%		0.00	%		6.47	%
Weighted average interest rate at end of period:
FHLB advances		0.00	%		0.00	%		0.00	%

We had no securities sold under agreements to repurchase and no other borrowings of any kind during these periods.

55

Results of Operations for the Years Ended December 31, 2005, 2004 and 2003

Overview.

	2005			2004			2003			% Change 2005/2004		% Change 2004/2003
	(Dollars in thousands)
Net income	$	1,990		$	1,563		$	2,392		27.3	%	(34.7	)%
Return on average assets		0.83	%		0.66	%		1.02	%	25.8		35.3
Return on average equity		4.69			3.80			6.13		23.4		38.0
Average equity to average assets		17.65			17.45			16.66		1.1		4.7

2005 v. 2004. Net income increased $427,000, or 27.3%, for the year ended December 31, 2005 as compared to the year ended December 31, 2004. Net interest income increased $327,000, or 3.4%, for 2005 as interest income on loans increased due to increased loan originations that partly offset a decreased yield resulting from refinancing activity that resulted in the origination of lower yielding real estate loans. Noninterest income decreased $65,000, or 4.9%, due primarily to a decrease in mortgage loan prepayment penalties. Noninterest expense decreased by $563,000, or 7.0%, due to ongoing cost containment efforts.

2004 v. 2003. Net income decreased $829,000 or 34.7%, in 2004 as interest income on loans and other operating income continued to drop as mortgage refinancing continued in earnest as the Federal Reserve kept short term interest rates low. Net interest income decreased $1.4 million, or 12.7%, for the year ended December 31, 2004 due primarily to a decrease in the yield on the real estate loan portfolio. Noninterest income decreased $187,000, or 12.3%, for 2004 due primarily to a decrease in mortgage prepayment penalties and the charge off of bank-owned automobiles. Noninterest expense increased $678,000, or 9.2%, in 2004 due primarily to the opening of our Massachusetts loan production office.

Net Interest Income.

2005 vs. 2004. Net interest income increased $327,000, or 3.4%, for 2005 to $9.8 million primarily as a result of a 10.6% increase in the average balance of the loan portfolio and an 86.1% increase in interest on Federal Home Loan Bank deposits, which more than offset an increase of $635,000 in interest paid on certificates of deposit.

Total interest income increased $943,000, or 7.9%, to $12.9 million for 2005. Interest income on loans increased $278,000, or 2.5%, for 2005 as the average balance of the loan portfolio grew $17.2 million, or 10.6%, while the average yield on the loan portfolio declined 50 basis points to 6.28%. The decrease in the average yield was the result of the prevailing low interest rate environment in 2005. New loans were originated at lower rates and many higher rate loans refinanced at lower rates.

Interest income on securities increased $124,000, or 33.3%, as the average balance of the securities portfolio grew $1.7 million, or 13.8%, in 2005, and the average yield increased 53 basis points to 3.60% as a result of higher interest rates. Interest income on other interest-earning assets increased $541,000, or 86.1%, as the average balance of other interest earning assets decreased by $14.0 million, or 26.5%, in 2005, which was more than offset by an increase in the average yield of 183 basis points to 3.02% as a result of higher interest rates on overnight deposits at the Federal Home Loan Bank.

Total interest expense increased $616,000, or 24.7%, to $3.1 million for 2005 due to an increase in average deposit costs. The average balance of interest-bearing deposits increased $3.1 million, or 1.7%, in 2005 due to a $6.0 million increase in certificate of deposit. The average interest rate paid on deposits increased 36 basis points to 1.62% as a result of the rising interest rate environment and the growth in certificates of deposit.

2004 vs. 2003. Net interest income decreased $1.4 million, or 12.7%, in 2004 to $9.5 million, primarily as a result of a 78 basis point decrease in the average yield on the loan portfolio.

56

Total interest income decreased $1.5 million, or 11.2%, to $12.0 million for 2004, caused by a decrease in the average yield on the loan portfolio. Interest income on loans decreased $1.5 million, or 12.3%, in 2004 as the average balance of the loan portfolio decreased by $3.7 million, or 2.2%, and the average yield on the loan portfolio declined 78 basis points to 6.78%. The decrease in the average yield on the loan portfolio was the result of the prevailing low interest rate environment in 2004. New loans were originated at lower rates and many higher rate loans refinanced at lower rates.

Interest income on securities decreased $132,000, or 26.2%, as the average balance of the securities portfolio grew by $355,000, or 3.0%, in 2004, while the average yield on the securities portfolio decreased by 122 basis points to 3.07% as a result of lower interest rates. Interest income on other interest-earning assets increased $157,000, or 33.3%, as the average balance of other interest earning assets increased by $5.4 million, or 11.4%, in 2004, and the average yield increased 19 basis points to 1.19% as a result of higher interest rates on overnight deposits at the Federal Home Loan Bank.

Total interest expense decreased $116,000, or 4.4%, to $2.5 million for 2004 as deposit costs decreased due to the low interest rate environment. The average balance of interest-bearing deposits increased $453,000, or 0.2%, in 2004. The average interest rate paid on deposits decreased 6 basis points to 1.32% for 2004.

57

Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. For purposes of this table, average balances have been calculated using average daily balances. Loan fees are included in interest income on loans. Interest income on loans and investment securities has not been calculated on a tax equivalent basis because the impact would be insignificant.

	Year Ended December 31,
	2005							2004							2003
	Average Balance			Interest and Dividends		Yield/ Cost		Average Balance			Interest and Dividends		Yield/ Cost		Average Balance			Interest and Dividends		Yield/ Cost
	(Dollars in thousands)
Assets:
Interest-earning assets:
Loans	$	179,129		$	11,254	6.28	%	$	161,908		$	10,976	6.78	%	$	165,576		$	12,510	7.56	%
Securities		13,764			496	3.60			12,100			372	3.07			11,745			504	4.29
Other interest-earning assets		38,707			1,169	3.02			52,689			628	1.19			47,278			471	1.00
Total interest-earning assets		231,600			12,919	5.58			226,697			11,976	5.28			224,599			13,485	6.00
Allowance for loan losses		(1,200	)						(1,200	)						(1,219	)
Noninterest-earning assets		9,879							10,450							10,700
Total assets	$	240,279						$	235,947						$	234,080
Liabilities and equity:
Interest-bearing liabilities:
Interest-bearing demand	$	22,825			62	0.27		$	23,769			61	0.26		$	23,146			78	0.34
Savings and club accounts		76,607			373	0.49			81,032			393	0.48			80,872			436	0.54
Certificates of deposit		93,039			2,675	2.88			84,541			2,040	2.41			84,871			2,097	2.47
Total interest-bearing deposits		192,471			3,110	1.62			189,342			2,494	1.32			188,889			2,611	1.38
FHLB advances		—			—	0.00			—			—	0.00			139			9	6.47
Total interest-bearing liabilities		192,471			3,110	1.62			189,342			2,494	1.32			189,028			2,620	1.39
Noninterest-bearing demand		1,663							2,008							2,153
Other liabilities		3,735							3,421							3,906
Total liabilities		197,869							194,771							195,087
Retained earnings		42,410							41,176							38,993
Total liabilities and retained earnings	$	240,279						$	235,947						$	234,080
Net interest income				$	9,809						$	9,482						$	10,865
Interest rate spread						3.96							3.97							4.62
Net interest margin						4.24							4.18							4.84
Net interest-earning assets	$	39,129						$	37,355						$	35,571
Average interest-earning assets to average interest-bearing liabilities		120.33	%						119.73	%						118.82	%

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Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

	Year Ended December 31, 2005 Compared to Year Ended December 31, 2004									Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
	Increase (Decrease) Due to									Increase (Decrease) Due to
	Volume			Rate			Net			Volume			Rate			Net
	(In thousands)
Interest and dividend income:
Loans receivable	$	1,117		$	(839	)	$	278		$	(272	)	$	(1,262	)	$	(1,534	)
Investment securities		55			69			124			15			(147	)		(132	)
Other interest-earning assets		(204	)		745			541			58			99			157
Total interest-earning assets		968			(25	)		943			(199	)		(1,310	)		(1,509	)
Interest expense:
Interest-bearing demand deposits		(2	)		3			1			2			(19	)		(17	)
Savings accounts		(22	)		2			(20	)		1			(44	)		(43	)
Certificates of deposit		219			416			635			(8	)		(49	)		(57	)
FHLB advances		—			—			—			(4	)		(5	)		(9	)
Total interest-bearing liabilities		195			421			616			(9	)		(117	)		(126	)
Net change in interest income	$	773		$	(446	)	$	327		$	(190	)	$	(1,193	)	$	(1,383	)

Provision for Loan Losses.

2005 v. 2004. The allowance for loan losses was $1.2 million at December 31, 2005 and 2004. There were no provisions for loan losses added during 2005. There were no charge-offs or recoveries during 2005 or 2004.

2004 v. 2003. The allowance for loan losses was $1.2 million at December 31, 2004 and 2003. There were no provisions for loan losses added during 2004 and 2003. There was a charge-off of $19,000 during 2003 on the disposition of a one- to four-family single family residential loan where the borrower was in bankruptcy. A specific reserve for this loan was set aside in 2001 and, when charged off, the allowance for loan losses stood at $1.2 million.

An analysis of the changes in the allowance for loan losses is presented under “Risk Management—Analysis and Determination of the Allowance for Loan Losses.”

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Noninterest Income. The following table shows the components of noninterest income for the years ended December 31, 2005, 2004 and 2003.

	Year Ended December 31,
	2005			2004			2003
	(Dollars in thousands)
Service charges	$	520		$	529		$	496
Mortgage loan prepayments penalties		732			906			1,028
Net loss from fixed assets		(19	)		(136	)		(52	)
Other		34			33			47
Total	$	1,267		$	1,332		$	1,519

2005 vs. 2004. During the year ended December 31, 2005, noninterest income decreased $65,000, or 4.9%, due primarily to a decrease in mortgage loan prepayment penalties and as a result of lower service charges.

2004 vs. 2003. During the year ended December 31, 2004, noninterest income decreased $187,000, or 12.3%, primarily due to a decrease in mortgage loan prepayment penalties and the charge-off of bank-owned automobiles.

Noninterest Expense. The following table shows the components of noninterest expense and the percentage changes for the years ended December 31, 2005, 2004 and 2003.

	2005		2004		2003		% Change 2005/2004		% Change 2004/2003
	(Dollars in thousands)
Salaries and employee benefits	$	4,136	$	4,201	$	3,793	(1.5	)%	10.8	%
Net occupancy expense of premises		817		917		833	(10.9	)	10.1
Equipment		390		525		515	(25.7	)	1.9
Outside data processing		556		523		476	6.3		9.9
Advertising		82		85		126	(3.5	)	(32.5	)
Service contracts		171		215		198	(20.5	)	8.6
Insurance		166		186		177	(10.8	)	5.1
Audit and accounting		153		188		181	(18.6	)	3.9
Telephone		145		154		141	(5.8	)	9.2
Office supplies and stationary		145		156		166	(7.1	)	(6.0	)
Director, officer and employee expenses		155		182		220	(14.8	)	(17.3	)
Legal fees		48		174		–	(72.4	)	N/M
Other		551		572		574	(3.7	)	(0.3	)
Total noninterest expenses	$	7,515	$	8,078	$	7,400	(7.0	)%	9.2	%

N/M Not meaningful.

2005 v. 2004. In 2005, noninterest expenses decreased by $563,000, or 7.0%, due primarily to on-going cost containment efforts to improve our efficiency ratio, the absence of various non-recurring charges from 2004 and the absence of loan production office set-up costs and sign-on bonuses for additional loan officers. Material decreases in expenses in 2005 included legal expenses, equipment and service contracts.

2004 v. 2003. In 2004, noninterest expenses increased by 9.2%, to $8.1 million, due primarily to opening and staffing of our loan production office in Wellesley, Massachusetts. Material increases in noninterest expenses included salaries and employee benefits, occupancy expense and data processing costs related to the loan production office. Many of these related expenses have been reduced since 2004.

60

Income Taxes.

2005 v. 2004. Income tax expense for the year ended December 31, 2005 was $1.6 million compared to $1.2 million for the year ended December 31, 2004. Income taxes increased due to an increase in pre-tax net income in 2005 as compared to 2004.

2004 v. 2003. Income tax expense for the year ended December 31, 2004 was $1.2 million as compared to $2.6 million for the year ended December 31, 2003. Income taxes decreased due to a decrease in pre-tax income in 2004 as compared to 2003.

Risk Management

Overview. Managing risk is an essential part of successfully managing a financial institution. Our most prominent risk exposures are credit risk, interest rate risk and operational risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Interest rate risk is the potential reduction of net interest income as a result of changes in interest rates. Operational risks include risks related to fraud, regulatory compliance, processing errors, technology and disaster recovery. Other risks that we face are market risk, liquidity risk and reputation risk. Market risk arises from fluctuations in interest rates that may result in changes in the values of financial instruments, such as available-for-sale securities, that are accounted for on a mark-to-market basis. Liquidity risk is the possible inability to fund obligations to depositors, lenders or borrowers. Reputation risk is the risk that negative publicity or press, whether true or not, could cause a decline in our customer base or revenue.

Credit Risk Management. Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans. We underwrite each mortgage loan application on its merits, applying risk factors to insure that each transaction is considered on an equitable basis.

When a borrower fails to make a required loan payment, we take a number of steps to attempt to have the borrower cure the delinquency and restore the loan to current status. When the loan becomes ten days past due, a late charge notice is generated and sent to the borrower and phone calls are made. If payment is not then received by the 30th day of delinquency, a further notification is sent to the borrower and additional phone calls are made. If payment is not received by the 45^th day of delinquency, the delinquent loan will be turned over to the problem loan officer to resolve the delinquency. If no successful workout can be achieved, we may commence foreclosure or other legal proceedings. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure. We may consider loan workout arrangements with certain borrowers under certain circumstances.

Management reports to the Board of Directors monthly regarding the amount of loans delinquent more than 30 days.

Analysis of Nonperforming and Classified Assets. We generally consider repossessed assets and loans that are 90 days or more past due to be nonperforming assets. It is generally our policy to discontinue accruing interest on all loans that are contractually 90 days or more past due and when, in the opinion of management, the collectibility of the loan is doubtful. When a loan is placed on nonaccrual status, the accrual of interest ceases and the allowance for any uncollectible accrued interest is established and charged against operations. Typically, payments received on a nonaccrual loan are applied in the following order to late charges, interest, escrow and outstanding principal.

Real estate that we acquire as a result of foreclosure action by deed-in-lieu of foreclosure is classified as real estate owned until it is sold. When property is acquired, it is initially recorded at the lower of its cost, which is the unpaid balance of the loan plus foreclosure costs, or fair market value at the date of foreclosure. Holding costs and declines in fair value after acquisition of the property result in charges against income.

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The following table provides information with respect to our nonperforming assets at the dates indicated. We did not have any troubled debt restructurings at the dates presented.

	At December 31,
	2005			2004			2003			2002			2001
	(Dollars in thousands)
Nonaccrual loans:
Residential real estate:
One- to four-family	$	—		$	—		$	—		$	—		$	—
Multifamily		—			—			—			—			—
Mixed use		—			—			—			—			—
Nonresidential real estate		—			—			—			—			—
Consumer and other loans		—			—			—			—			—
Total	$	—		$	—		$	—		$	—		$	—
Accruing loans past due 90 days or more:
Residential real estate:
One- to four-family		—			—			—			28			14
Multifamily		—			—			—			—			—
Mixed use		—			—			—			—			—
Nonresidential real estate		—			—			—			—			—
Consumer and other loans		—			—			—			—			—
Total		—			—			—			—			—
Total of nonaccrual and 90 days or more past due loans		—			—			—			28			14
Real estate owned		—			—			—			—			—
Other nonperforming assets		—			—			—			—			—
Total nonperforming assets		—			—			—			28			14
Troubled debt restructurings		—			—			—			—			—
Troubled debt restructurings and total nonperforming assets	$	—		$	—		$	—		$	28		$	14
Total nonperforming loans to total loans		0.00	%		0.00	%		0.00	%		0.02	%		0.01	%
Total nonperforming loans to total assets		0.00	%		0.00	%		0.00	%		0.01	%		0.01	%
Total nonperforming assets and troubled debt restructurings to total assets		0.00	%		0.00	%		0.00	%		0.01	%		0.01	%

Federal regulations require us to review and classify our assets on a regular basis. In addition, the Office of Thrift Supervision has the authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. “Substandard assets” must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets which do not currently expose us to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving our close attention. We recognize a loss as soon as a reasonable determination of that loss can be made. We directly charge, against earnings, that portion of the asset that is determined to be uncollectible. If an accurate determination of the loss is impossible, for any reason, we will establish an allowance in an amount sufficient to absorb the most probable loss expected. In cases where a reasonable determination of a loss cannot be made, we will adjust our allowance to reflect a potential loss until a more accurate determination can be made.

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We had no classified assets at December 31, 2005 or December 31, 2004 and there are no loans at December 31, 2005 that management has serious doubts about the ability of the borrowers to comply with the present loan repayment terms.

	At December 31,
	2005		2004
	(In thousands)
Special mention assets	$	—	$	—
Substandard assets		—		—
Doubtful assets		—		—
Loss assets		—		—
Total classified assets	$	—	$	—

Delinquencies. The following table provides information about delinquencies in our loan portfolio at the dates indicated. We had no delinquencies in our loan portfolio at December 31, 2005, 2004 or 2003.

	At December 31,
	2005				2004				2003
	30-59 Days Past Due		60-89 Days Past Due		30-59 Days Past Due		60-89 Days Past Due		30-59 Days Past Due		60-89 Days Past Due
	(In thousands)
Residential real estate:
One- to four-family	$	—	$	—	$	—	$	—	$	—	$	—
Multifamily		—		—		—		—		—		—
Mixed use		—		—		—		—		—		—
Nonresidential real estate		—		—		—		—		—		—
Consumer and other loans		1		—		—		—		—		—
Total	$	1	$	—	$	—	$	—	$	—	$	—

Analysis and Determination of the Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable credit losses in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings. The recommendations for increases or decreases to the allowance are presented by management to the board of directors.

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Our methodology for assessing the appropriateness of the allowance for loan losses consists of: (1) a specific allowance on identified problem loans; and (2) a general valuation allowance on the remainder of the loan portfolio. Although we determine the amount of each element of the allowance separately, the entire allowance for loan losses is available for the entire portfolio.

Specific Allowance Required for Identified Problem Loans. We establish an allowance on certain identified problem loans when the loan balance exceeds the fair market value, when collection of the full amount outstanding becomes improbable and when an accurate estimate of the loss can be documented.

General Valuation Allowance on the Remainder of the Loan Portfolio. We establish a general allowance for loans that are not delinquent to recognize the inherent losses associated with lending activities. This general valuation allowance is determined by segregating the loans by loan category and assigning percentages to each category. The percentages are adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date. These significant factors may include changes in existing general economic and business conditions affecting our primary lending areas and the national economy, staff lending experience, recent loss experience in particular segments of the portfolio, collateral value, loan volumes and concentration, specific reserve and classified asset trends, delinquency trends and risk rating trends. These loss factors are subject to ongoing evaluation to ensure their relevance in the current economic environment.

We also establish a general allowance for loans identified by the internal loan review process and loans not performing according to contractual terms. These loans typically do not pose significant risk of loss, but do demonstrate a higher level of risk than the average loan in our portfolio. These could include loans 30 days or more past due, properties with vacant apartments or commercial spaces temporarily vacant due to tenant turnover or renovation, or the death of the obligator causing delinquency until a court appointed executor takes control of the property. We separate these loans by property type and assign a risk factor to each category based on its risk potential as compared to the other categories and the portfolio as a whole. Loans classified special mention or substandard would typically be candidates for treatment under this reserve category.

We also identify loans that may need to be charged off as a loss by reviewing all delinquent loans, classified loans and other loans that management may have concerns about collectibility. For individually reviewed loans, the borrower’s inability to make payments under the terms of the loan or a shortfall in collateral value would result in our allocating a portion of the allowance to the loan that was impaired or to an addition to the general valuation allowance to reflect the higher risk associated with the identified loan.

At December 31, 2005, our allowance for loan losses was $1.2 million and represented 0.63% of total gross loans. The allowance for loan losses did not change from 2004.

At December 31, 2004, our allowance for loan losses was $1.2 million and represented 0.71% of total gross loans. The allowance for loan losses did not change from 2003.

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The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated.

	At December 31,
	2005						2004						2003
	Amount		% of Allowance to Total Allowance		% of Loans in Category to Total Loans		Amount		% of Allowance to Total Allowance		% of Loans in Category to Total Loans		Amount		% of Allowance to Total Allowance		% of Loans in Category to Total Loans
	(Dollars in thousands)
Residential real estate:
One- to four-family	$	—	0.0	%	0.3	%	$	2	0.2	%	0.5	%	$	3	0.3	%	0.6	%
Multifamily		443	36.9		52.4			520	43.3		58.9			497	41.4		55.3
Mixed use		277	23.1		22.9			290	24.2		22.7			329	27.4		26.0
Nonresidential real estate		480	40.0		24.2			388	32.3		17.7			371	30.9		17.9
Consumer and other loans		—	0.0		0.2			—	0.0		0.2			—	0.0		0.2
Total allowance for loan losses	$	1,200	100.0	%	100.0	%	$	1,200	100.0	%	100.0	%	$	1,200	100.0	%	100.0	%

	At December 31,
	2002						2001
	Amount		% of Allowance to Total Allowance		% of Loans in Category to Total Loans		Amount		% of Allowance to Total Allowance		% of Loans in Category to Total Loans
	(Dollars in thousands)
Residential real estate:
One- to four-family	$	24	2.0	%	0.9	%	$	26	2.8	%	1.7	%
Multifamily		522	42.8		56.3			358	39.0		55.0
Mixed use		388	31.8		32.3			379	41.2		31.9
Nonresidential real estate		285	23.4		23.8			156	17.0		11.2
Consumer and other loans		—	0.0		0.0			—	0.0		0.2
Total allowance for loan losses	$	1,219	100.0	%	100.0	%	$	919	100.0	%	100.0	%

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while we believe we have established our allowance for loan losses in conformity with U.S. generally accepted accounting principles, there can be no assurance that the Office of Thrift Supervision, in reviewing our loan portfolio, will not request us to increase our allowance for loan losses. The Office of Thrift Supervision may require us to increase our allowance for loan losses based on judgments different from ours. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

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Analysis of Loan Loss Experience. The following table sets forth an analysis of the allowance for loan losses for the periods indicated.

	Year Ended December 31,
	2005			2004			2003			2002			2001
	(Dollars in thousands)
Allowance at beginning of period	$	1,200		$	1,200		$	1,219		$	919		$	880
Provision for loan losses		—			—			—			294			191
Charge offs:
Residential real estate:
One- to four-family		—			—			(19	)		—			(152	)
Multifamily		—			—			—			—			—
Mixed use		—			—			—			—			—
Nonresidential real estate		—			—			—			—			—
Consumer and other loans		—			—			—			—			—
Total charge-offs		—			—			(19	)		—			(152	)
Recoveries:
Residential real estate:
One- to four-family		—			—			—			6			—
Multifamily		—			—			—			—			—
Mixed use		—			—			—			—			—
Nonresidential real estate		—			—			—			—			—
Consumer and other loans		—			—			—			—			—
Total recoveries		—			—			—			6			—
Net charge-offs		—			—			(19	)		6			(152	)
Allowance at end of period	$	1,200		$	1,200		$	1,200		$	1,219		$	919
Allowance to nonperforming loans		N/M			N/M			N/M			4,353.57			6,564.29
Allowance to total loans outstanding at the end of the period		0.63	%		0.71	%		0.77	%		0.72	%		0.51	%
Net charge-offs (recoveries) to average loans outstanding during the period		0.00	%		0.00	%		0.01	%		0.00	%		0.08	%

In the past five years, we have had no real estate loan charge-offs, other than one charge-off for a one- to four-family residential loan.

Interest Rate Risk Management. We manage the interest rate sensitivity of our interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp increases in interest rates may adversely affect our earnings while decreases in interest rates may beneficially affect our earnings. To reduce the potential volatility of our earnings, we have sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. Our strategy for managing interest rate risk emphasizes: originating mortgage real estate loans that reprice to market interest rates in three to five years; purchasing securities that typically reprice within a three year time frame to limit exposure to market fluctuations; and, where appropriate, offer higher rates on long term certificates of deposit to lengthen the repricing time frame of our liabilities. We currently do not participate in hedging programs, interest rate swaps or other activities involving the use of derivative financial instruments.

We have an Asset/Liability Committee, comprised of our chief executive officer and our chief financial officer, to communicate, coordinate and control all aspects involving asset/liability management. The committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of

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managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

Our goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest income and net income.

Net Portfolio Value Analysis. We use a net portfolio value analyses prepared by us to review our level of interest rate risk. This analysis measures interest rate risk by computing changes in net portfolio value of our cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. Net portfolio value represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. These analyses assess the risk of loss in market risk-sensitive instruments in the event of a sudden and sustained 100 to 300 basis point increase or 100 and 200 basis point decrease in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. Because of the low level of market interest rates, these analyses are not performed for decreases of more than 200 basis points.

The following table presents the change in our net portfolio value at December 31, 2005 that would occur in the event of an immediate change in interest rates based on Office of Thrift Supervision assumptions, with no effect given to any steps that we might take to counteract that change.

	Net Portfolio Value (Dollars in thousands)							Net Portfolio Value as % of Portfolio Value of Assets
Basis Point (“bp”) Change in Rates	$ Amount		$ Change			% Change		NPV Ratio		Change
300	$	45,291	$	(6,587	)	(12.70	)%	20.34	%	(173	)
200		48,397		(3,482	)	(6.71	)	21.33		(75	)
100		50,560		(1,318	)	(2.54	)	21.89		(19	)
0		51,878		—		—		22.07		—
(100)		53,063		1,185		2.28		22.19		11
(200)		54,707		2,129		4.10		22.18		10

We and the Office of Thrift Supervision use various assumptions in assessing interest rate risk. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analyses presented in the foregoing tables. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table. Prepayment rates can have a significant impact on interest income. Because of the large percentage of loans we hold, rising or falling interest rates have a significant impact on the prepayment speeds of our earning assets that in turn affect the rate sensitivity position. When interest rates rise, prepayments tend to slow. When interest rates fall, prepayments tend to rise. Our asset sensitivity would be reduced if prepayments slow and vice versa. While we believe these assumptions to be reasonable, there can be no assurance that assumed prepayment rates will approximate actual future loan repayment activity.

Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities and borrowings from the Federal Home Loan Bank of New York. While maturities and scheduled

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amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly adjust our investments in liquid assets based upon our assessment of: (1) expected loan demands; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management policy.

Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. Cash and cash equivalents totaled $27.4 million at December 31, 2005 and consists primarily of federal funds, overnight deposits and miscellaneous cash items. Securities classified as available-for-sale whose market value exceeds our cost, which provide additional sources of liquidity, totaled $362,000 at December 31, 2005. Total securities classified as available-for-sale were $473,000 at December 31, 2004.

At December 31, 2005, we had $17.0 million in loan commitments outstanding. At December 31, 2005, this consisted of $13.2 million of real estate loan commitments, $3.5 million in unused real estate equity lines of credit and $246,000 in consumer lines of credit. Certificates of deposit due within one year of December 31, 2005 totaled $59.3 million. This represented 61.8% of certificates of deposit at December 31, 2005. We believe the large percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods in the current low interest rate environment. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before December 31, 2006. We believe, however, based on past experience, that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

The following table presents certain of our contractual obligations as of December 31, 2005.

			Payments due by period
Contractual Obligations	Total		Less than One Year		One to Three Years		Three to Five Years		More Than 5 Years
	(In thousands)
Capital lease obligations	$	1,286	$	16	$	33	$	33	$	1,204	(1)
Operating lease obligations		738		119		242		161		216
Total	$	2,024	$	135	$	275	$	194	$	1,420

(1) Represents a 99-year ground lease on our West 23^rd Street branch office, the term of which expires in 2084.

Our primary investing activities are the origination of loans and the purchase of securities. Our primary financing activities consist of activity in deposit accounts and Federal Home Loan Bank advances. At December 31, 2005, we had the ability to borrow $48.0 million from the Federal Home Loan Bank of New York, which included two available overnight lines of credit of $24.0 million each. At December 31, 2005, we had no overnight advances outstanding. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive and to maintain or increase our core deposit relationships depending on our level or real estate loan commitments outstanding. Occasionally, we offer promotional rates on certain deposit products to attract deposits or to lengthen repricing time frames.

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The following table presents our primary investing and financing activities during the periods indicated.

	Year Ended December 31,
	2005			2004
	(In thousands)
Investing activities:
Loans disbursed or closed	$	(58,176	)	$	(53,760	)
Loan principal repayments		35,415			40,642
Proceeds from maturities and principal repayments of securities		3,107			2,993
Purchases of securities		(3,874	)		(4,775	)
Financing activities:
Increase (decrease) in deposits		(302	)		3,583

Capital Management. As a mutual savings bank, we have managed our capital to maintain strong protection for depositors and creditors. We are subject to various regulatory capital requirements administered by the Office of Thrift Supervision, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2005, we exceeded all of our regulatory capital requirements. We are considered “well capitalized” under regulatory guidelines. See “Regulation and Supervision—Regulation of Federal Savings Associations—Capital Requirements,” “Regulatory Capital Compliance” and the notes to the consolidated financial statements included in this prospectus.

This offering is expected to increase our consolidated equity by $43.0 million to $86.1 million at the maximum of the offering. See “Capitalization.” Following completion of this offering, we also will manage our capital for maximum long-term stockholder benefit. The capital from the offering will significantly increase our liquidity and capital resources. In addition, if we sell our First Avenue branch office, which we are currently marketing for sale, we would have a gain on the sale, the amount of which cannot be determined at this time. Such a gain, if it occurs, would also increase our capital. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of lending activities. Our financial condition and results of operations are expected to be enhanced by the capital from the offering, resulting in increased net interest-earning assets and net income. However, the large increase in equity resulting from the capital raised in the offering will, initially, have an adverse impact on our return on equity. Following the offering, we may consider capital management tools such as cash dividends and common stock repurchases. However, under Office of Thrift Supervision regulations, we will not be allowed to repurchase any shares during the first year following the offering, unless extraordinary circumstances exist and we receive regulatory approval.

Off-Balance Sheet Arrangements. In the normal course of operations, we engage in a variety of financial transactions that, in accordance with U.S. generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, letters of credit and lines of credit. For information about our loan commitments and unused lines of credit, see note 13 of the notes to the consolidated financial statements. We currently have no plans to engage in hedging activities in the future.

For the years ended December 31, 2005 and December 31, 2004, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Impact of Recent Accounting Pronouncements

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment,” which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” This statement will require that all share-based payments to employees, including grants of employee stock options, be recognized as compensation

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costs in the financial statements based on their fair values. The effective date of this statement was delayed until fiscal years beginning after June 15, 2005. We will adopt this standard as required, and management has not calculated the effect on our financial statements as we have not adopted any stock-based benefit plans. See “Pro Forma Data” for an illustration of the application of this standard.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29,” which eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. The statement defines a non-monetary exchange with commercial substance as one in which the future cash flows of an entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for fiscal years beginning after June 15, 2005. We will adopt this statement as required, and management does not believe the adoption will have a material effect on its results of operations or financial position.

In March 2005, the FASB issued FASB Staff Position (“FSP”) FIN 46(R)-5 “Implicit Variable Interests under FASB Interpretation No. 46, Consolidation of Variable Interest Entities.” FSP FIN 46(R)-5 provides guidance for a reporting enterprise that holds an implicit variable interest in a variable interest entity (“VIE”) and is also a related party to other variable interest holders. This guidance requires that if the aggregate variable interests held by the reporting enterprise and its related parties would, if held by a single party, identify that party as the primary beneficiary, then the party within the related party group that is most closely associated with the VIE is the primary beneficiary. The effective date of FSP FIN 46(R)-5 is the first reporting period ending after December 15, 2005 with early application permitted for periods for which financial statements have not been issued. We do not believe that implementation of this FSP will have a material effect on its results of operations or financial position as it does not have any Variable Interest Entities.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. The statement provides guidance for determining whether retrospective application of a change in accounting principle is impracticable. The statement also addresses the reporting of a correction of error by restating previously issued financial statements. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We will adopt this statement as required, and management does not believe the adoption will have a material effect on its results of operations or financial position.

Effect of Inflation and Changing Prices

The financial statements and related financial data presented in this prospectus have been prepared in accordance with U.S. generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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Our Management

Directors

The initial Board of Directors of Northeast Community Bancorp and Northeast Community Bancorp, MHC will consist of the directors of Northeast Community Bank who adopted the plan of reorganization and stock issuance and who continue to be directors of Northeast Community Bank at the time of the reorganization. The Board of Directors of Northeast Community Bancorp and Northeast Community Bancorp, MHC will be elected to terms of three years, one-third of whom will be elected annually.

The Board of Directors of Northeast Community Bank is presently composed of eight members who are elected for terms of three years, approximately one-third of whom are elected annually. Ms. Swan, Ms. Cavanaugh and Messrs. Levine, Read and Thomas are independent under the current listing standards of the Nasdaq Stock Market. Information regarding the directors is provided below. Unless otherwise stated, each person has held his or her current occupation for the last five years. Ages presented are as of December 31, 2005.

The following directors have terms ending in 2007:

Kenneth A. Martinek has served with Northeast Community Bank since 1976 and has been the President and Chief Executive Officer of Northeast Community Bank since 1991. Mr. Martinek has been Chairman of the Board since 2002. Mr. Martinek’s brother, Charles A. Martinek, also serves on the Board of Directors. Age 53. Director since 1983.

Arthur M. Levine is a certified public accountant and Managing Partner of the accounting firm A.L. Wellen & Co. Age 71. Director since 1995.

The following directors have terms ending in 2008:

Salvatore Randazzo has served as Executive Vice President and Chief Financial Officer of Northeast Community Bank since 2002. Mr. Randazzo joined Northeast Community Bank as senior accountant in 1997. Age 38. Director since 2003.

Harry (Jeff) A.S. Read has been a registered investment adviser with Geneos Wealth Management, Inc. since January 2006. From January 2004 to December 2005, Mr. Read served as a registered investment adviser with Financial Network Investment Corp., an ING company. Before serving with Financial Network Investment Corp., Mr. Read worked as a registered investment adviser with Allmerica Financial of Worcester, MA, for over twenty years. Mr. Read has served several terms in the Massachusetts House of Representatives. Age 69. Director since 2005.

Linda M. Swan is a retired Director of the Corporate Activities Division of the Office of Thrift Supervision. Age 56. Director since 1991.

The following directors have terms ending in 2009:

Diane B. Cavanaugh is an attorney. Age 49. Director since 1992.

Charles A. Martinek has served as a commercial loan officer with Northeast Community Bank since 2001, and an assistant vice president since 2002. Prior to serving with Northeast Community Bank, Mr. Martinek was a quality control analyst with C. Cowles & Co. Mr. Martinek is also the owner of Martinek Investment Properties, LLC. Mr. Martinek’s brother, Kenneth Martinek, also serves on the Board of Directors. Age 44. Director since 2002.

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Kenneth H. Thomas has been an independent bank analyst and consultant since 1969 and has been President of K.H. Thomas Associates since 1975. Mr. Thomas holds a Ph.D. in Finance from the Wharton School and has written extensively on the Community Reinvestment Act of 1977. Age 58. Director since 2001.

Executive Officers

The executive officers of Northeast Community Bancorp and Northeast Community Bancorp, MHC will be, and the executive officers of Northeast Community Bank are, elected annually by the Board of Directors and serve at the Board’s discretion. The executive officers of Northeast Community Bank are:

Name	Position
Kenneth A. Martinek	Chairman of the Board, President and Chief Executive Officer
Salvatore Randazzo	Executive Vice President, Chief Financial Officer and Treasurer

The executive officers of Northeast Community Bank will also be the executive officers of Northeast Community Bancorp and Northeast Community Bancorp, MHC.

Meetings and Committees of the Board of Directors of Northeast Community Bank

We conduct business through meetings of our board of directors. During the year ended December 31, 2005, the Board of Directors of Northeast Community Bank held 12 meetings.

Committees of the Board of Directors of Northeast Community Bancorp

In connection with the formation of Northeast Community Bancorp, the Board of Directors will establish Audit, Compensation and Nominating and Governance Committees.

The Audit Committee, consisting of Ms. Cavanaugh, Ms. Swan and Messrs. Levine and Read, will meet periodically with the independent auditors and management to review accounting, auditing, internal control structure and financial reporting matters. Each member of the Audit Committee is independent under the definition contained in the listing standards of The Nasdaq Stock Market. The Board has determined that Arthur Levine is an “Audit Committee financial expert” as such term is defined by the rules and regulators of the Securities and Exchange Commission.

The Compensation Committee, consisting of Ms. Cavanaugh, Ms. Swan and Messrs. Levine, Read and Thomas, will be responsible for determining annual grade and salary levels for employees and establishing personnel policies. Each member of the Compensation Committee is independent under the definition contained in the listing standards of the Nasdaq Stock Market.

The Nominating and Governance Committee, consisting of Ms. Cavanaugh, Ms. Swan and Messrs. Levine, Read and Thomas, will be responsible for the annual selection of management’s nominees for election as directors and developing and implementing policies and practices relating to corporate governance, including implementation of and monitoring adherence to Northeast Community Bancorp’s corporate governance policy. Each member of the Nominating and Governance Committee is independent under the definition contained in the listing standards of the Nasdaq Stock Market.

Each of the committees listed above will operate under a written charter, which will govern its composition, responsibilities and operations.

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Corporate Governance Policies and Procedures

In addition to establishing committees of the Board of Directors, Northeast Community Bancorp will also adopt several policies to govern the activities of both Northeast Community Bancorp and Northeast Community Bank, including a corporate governance policy and a code of business conduct and ethics. The corporate governance policy will set forth:

• the duties and responsibilities of the directors;

• the composition, responsibilities and operation of the Board of Directors;

• the establishment and operation of board committees;

• succession planning;

• the Board of Directors’ interaction with management and third parties; and

• the evaluation of the performance of the Board of Directors and the chief executive officer.

The code of business conduct and ethics, which will apply to all employees and directors, will address conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, the code of business conduct and ethics will be designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

Directors’ Compensation

Fees. Each director of Northeast Community Bank receives a $3,000 quarterly retainer plus $1,000 per meeting attended. Directors will receive a $750 quarterly retainer plus $750 per meeting attended for their service on the board of directors of Northeast Community Bancorp, and $500 per meeting attended for service on the committee(s) of the Board of Northeast Community Bancorp. Directors will not receive any fees for their service on the board of directors of Northeast Community Bancorp, MHC.

Directors’ Deferred Compensation Plan. Northeast Community Bank has established a deferred compensation plan for directors of the Bank. Directors may elect on or before December 31^st each year to defer all or part of their fees earned during the following year into the plan. The Bank credits fee deferrals with interest annually based on the prevailing rate on its 60-month certificate of deposit. Directors remain fully vested at all times in the fees deferred under the plan and the interest credited on their deferrals. Distributions from the plan are made in cash and may commence on a specified payment date or pursuant to a fixed payment schedule elected by the director. Generally, directors may receive distributions from the deferred compensation plan only following their separation from service, disability or death, upon a change in control, or upon the occurrence of an unforeseeable emergency. Each participating director may designate a beneficiary to receive payment of any amounts due from the plan upon the director’s death.

Outside Director Retirement Plan. Northeast Community Bank has adopted an outside director retirement plan for the benefit of non-employee directors. Under the director retirement plan, directors who have completed at least ten years of service receive a retirement benefit based on their length of service at retirement. Directors with at least ten years of service receive a retirement benefit equal to 50% of the cash compensation they received during the year preceding their retirement. The retirement benefit increases to 75% of pre-retirement cash compensation upon completion of at least 15 years of service and to 100% of pre-retirement cash compensation upon completion of 20 or more years of service. The director retirement plan also provides that participants vest in the applicable retirement benefit in equal installments over a five year period, commencing with their date of initial participation in the plan. Generally, the applicable retirement benefit is payable over a ten year period in annual installments. If a director dies while receiving benefits under the plan, the director’s beneficiary will continue to receive any remaining installments due from the plan. If the participant dies while in service, the director’s beneficiary will receive an actuarially equivalent lump sum benefit calculated as if the director had retired

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immediately prior to death and had completed at least ten years of service (with the lump sum benefit based on the director’s actual years of service, if greater than ten years). If a director terminates service due to disability, the director will receive an annual benefit calculated as if the director had retired immediately prior to incurring the disability and had completed at least ten years of service. Upon termination of service (other than termination for cause or by reason of death) following a change in control, a director will receive an actuarially equivalent lump sum benefit calculated as if the director had retired with at least ten years of service. A director receives no benefit under the plan upon termination of service for cause (as defined in the plan).

Executive Compensation

Summary Compensation Table. The following information is provided for our President and Chief Executive Officer and other executive officers of Northeast Community Bank who received a salary and bonus of $100,000 or more during the year ended December 31, 2005. Compensation information for 2004 and 2003 has been omitted as Northeast Community Bank was neither a public company nor a subsidiary of a public company at that time.

		Annual Compensation (1)
Name and Position	Year	Salary		Bonus		All Other Compensation (2)
Kenneth A. Martinek President and Chief Executive Officer	2005	$	205,000	$	59,750	$	31,850
Salvatore Randazzo Executive Vice President, Chief Financial Officer and Treasurer	2005		93,600		4,650		26,280

(1) Does not include the aggregate amount of perquisites or other personal benefits, which was less than $50,000 or 10% of the total annual salary and bonus reported.

(2) Other compensation consists of employer profit-sharing and matching contributions under the Northeast Community Bank
401(k) Plan and directors fees of $21,600 and $21,600, respectively, for Messrs. Martinek and Randazzo.

Agreements

Current Employment Agreements. Northeast Community Bank currently has no employment agreements with any of its employees.

Proposed Employment Agreements. Upon completion of the offering, Northeast Community Bancorp and Northeast Community Bank intend to enter into employment agreements with Kenneth A. Martinek and Salvatore Randazzo (referred to below as the “executives” or “executive”). Our continued success depends to a significant degree on the skills and competence of these officers, and the employment agreements are intended to ensure that we maintain a stable management base after the offering. Under the agreements, which have essentially identical provisions, Northeast Community Bancorp will make any payments not made by Northeast Community Bank under its agreement with the executives, but the executives will not receive any duplicative payments.

The employment agreements each will provide for three-year terms, subject to annual renewal by the board of directors for an additional year beyond the then-current expiration date. The initial base salaries under the employment agreements will be $235,000 for Mr. Martinek and $138,000 for Mr. Randazzo. The agreements also will provide for participation in employee benefit plans and programs maintained for the benefit of senior management personnel, including discretionary bonuses, participation in stock-based benefit plans, and certain fringe benefits as described in the agreements.

Upon termination of an executive’s employment for cause, as defined in the agreement, the executive will receive no further compensation or benefits under the agreement. If we terminate the executive for reasons other than cause, or if the executive resigns after the occurrence of specified circumstances that constitute constructive

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termination, the executive or, upon his death, his beneficiary, will receive an amount equal to the base salary and employer contributions to benefit plans that would have been payable for the remaining term of the agreement. We will also continue or pay for each executive’s life, health and dental coverage for the remaining term of the agreement.

Under the employment agreements, if the executive is involuntarily terminated, or terminates voluntarily under certain circumstances specified in the agreement within one year of a change in control, he will receive a severance payment equal to three times the average of the five preceding taxable years’ annual compensation. We will also continue the executive’s health, life and disability benefits for 36 months following termination in connection with a change in control.

The agreements will provide for the reduction of change in control payments to the executives to the extent necessary to ensure that they will not receive “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), which otherwise would result in the imposition of a 20% excise tax under Section 4999 of the Code. Upon termination of employment (other than involuntary termination in connection with a change in control), each executive will be required to adhere to a one-year non-competition provision.

We will agree to pay all reasonable costs and legal fees of the executives in relation to the enforcement of the employment agreements, provided the executives succeed on the merits in a legal judgment, arbitration proceeding or settlement. The employment agreements will also provide for indemnification of the executives to the fullest extent legally permissible.

Supplemental Executive Retirement Plan. Northeast Community Bank maintains a supplemental executive retirement plan that provides for the payment of supplemental retirement benefits to Kenneth Martinek and Salvatore Randazzo upon their termination of employment on or after the normal retirement age of 65. The normal retirement benefit under the supplemental executive retirement plan equals fifty percent (50%) of the executive’s average base salary over the three-year period preceding termination of employment. Upon retirement on or after attaining age 60 and completing a minimum of 20 years of service, the executive is eligible to receive an early retirement benefit equal to the normal retirement benefit, reduced by .25% for each month by which the executive’s age at termination is less than age 65. No benefit is payable under the supplemental executive retirement plan upon termination of employment prior to age 60, unless the termination is due to death, disability, or a change in control, as discussed below. Upon early or normal retirement, the executive receives the annual retirement benefit in equal monthly installments for the greater of the executive’s lifetime or 15 years immediately following the participant’s normal or early retirement or, in the case of disability, commencing at age 65. If a participant dies while receiving benefits under the plan, the executive’s beneficiary continues to receive any remaining installment payments (up to 15) due from the plan. If the executive dies while actively employed, his beneficiary receives an actuarially equivalent lump sum calculated as if the executive had attained normal retirement age immediately prior to death. If the executive has attained age 65 or is eligible for an early retirement benefit, he receives the applicable benefit upon termination of employment due to disability. If the executive is not eligible for an early or normal retirement benefit, the disability benefit under the plan is calculated as if the executive attained normal retirement age immediately prior to termination of employment. Upon termination of employment in connection with a change in control, the executive will receive a lump sum payment that is actuarially equivalent to the normal retirement benefit, calculated as of the date of termination and without regard to the participant’s age at termination. No benefits are payable under the supplemental executive retirement plan upon a participant’s termination for cause (as defined in the plan).

401(k) Plan. We maintain the Northeast Community Bank 401(k) Plan (formerly the Fourth Federal Savings Bank 401(k) Plan), a tax-qualified defined contribution plan, for all employees of Northeast Community Bank who satisfy the plan’s eligibility requirements. Participants become eligible to participate in the plan on the January 1^st, April 1^st, July 1^st or October 1^st following their attainment of age 18 and completion of one year of service. Eligible employees may contribute to the plan on a pre-tax basis, subject to limitations imposed by the Code. For 2006, the limit is $15,000; provided, however, that participants over age 50 may contribute an additional $5,000 in “catch-up” contributions to the plan. Under the plan, Northeast Community

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Bank makes matching contributions of 100% of the amount deferred, up to a maximum of 5% of each participant’s compensation, to the accounts of all participants, as well as discretionary profit-sharing contributions to the accounts of participants who are employed on the last day of the year and have completed at least 1,000 hours of service during the year. Participants are always 100% percent vested in their salary deferrals; participants vest in Northeast Community Bank’s matching and profit-sharing contributions at the rate of 20% per year following completion of their first year of service.

Participants may direct the investment of their individual accounts under the 401(k) plan among a variety of investment funds. In connection with the offering, the 401(k) plan will add another investment alternative, the Northeast Community Bancorp Stock Fund. The new stock fund will enable participants to invest up to 100% of their 401(k) plan funds in Northeast Community Bancorp common stock. A participant who elects to purchase common stock in the offering through the plan will receive the same subscription priority, and be subject to the same individual purchase limitations, as if the participant elects to purchase the common stock using other funds. See “The Reorganization and the Stock Offering – Subscription Offering and Subscription Rights” and “Limitations on Purchases of Shares.” An independent trustee will purchase common stock in the offering on behalf of plan participants, to the extent that shares are available. Participants will direct the trustee regarding the voting of shares purchased for their plan accounts.

Employee Stock Ownership Plan. In connection with the reorganization, Northeast Community Bank intends to adopt an employee stock ownership plan for eligible employees. Eligible employees who have attained age 18 are employed by Northeast Community Bank on the closing date of the offering will participate in the Plan as of the closing date. Thereafter, new employees will participate in the employee stock ownership plan upon the attainment of age 18 and the completion of one year of service.

We expect to engage a third party trustee to purchase, on behalf of the employee stock ownership plan, 3.92% of the total number of shares of Northeast Community Bancorp common stock issued in the reorganization, including shares issued to Northeast Community MHC (333,200, 392,000, 450,800 and 518,420 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively). We anticipate that the employee stock ownership plan will fund its purchase in the offering through a loan from Northeast Community Bancorp. The loan amount will equal 100% of the aggregate purchase price of the common stock, and will be repaid principally through Northeast Community Bank’s contributions to the employee stock ownership plan and dividends payable on common stock held by the plan over the anticipated 20-year term of the loan. The interest rate for the employee stock ownership plan loan is expected to be the prime rate, as published in The Wall Street Journal on the closing date of the offering. See “Pro Forma Data.”

The trustee will hold the shares purchased by the employee stock ownership plan in a loan suspense account. Shares will be released from the suspense account on a pro rata basis, as the Bank repays the employee stock ownership plan loan. The trustee will allocate the shares released among participants on the basis of each participant’s proportional share of compensation. Participants will vest in their employee stock ownership plan benefits at the rate of 20% per year following completion of their first year of service. Participants also become fully vested automatically upon normal retirement, death or disability, a change in control, or the termination of the plan. Participants will generally receive distributions from the plan upon separation from service. Any unvested shares forfeited upon a participant’s termination of employment will be reallocated among the remaining participants, in accordance with the terms of the plan.

Participants may direct the trustee regarding the voting of common stock credited to their employee stock ownership plan accounts. The trustee will vote all allocated shares held in the plan as directed by participants. The trustee will vote all unallocated shares, as well as allocated shares for which it does not receive instructions, in the same ratio as those shares for which participants provide voting instructions, subject to the fiduciary responsibilities of the trustee.

Under applicable accounting requirements, Northeast Community Bank will record compensation expense for the leveraged employee stock ownership plan at the fair market value of the shares when committed for release to participant accounts. See “Pro Forma Data.”

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The employee stock ownership plan must meet certain requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended (ERISA). We intend to request a favorable determination letter from the Internal Revenue Service regarding the tax-qualified status of the plan. We expect, but cannot guarantee, the receipt of a favorable determination letter for the plan.

Employee Severance Compensation Plan. We expect to adopt the Northeast Community Bank Employee Severance Compensation Plan in connection with the offering. The plan will provide severance benefits to eligible employees who terminate employment in connection with a change in control of Northeast Community Bank or Northeast Community Bancorp. Employees will be eligible for severance benefits under the plan if they complete a minimum of one year of service and do not enter into an employment or change in control agreement with Northeast Community Bank or Northeast Community Bancorp. Under the severance plan, if, within 12 months of a change in control, Northeast Community Bank or Northeast Community Bancorp or their successors terminate an employee’s employment, or if an employee terminates voluntarily upon the occurrence of certain events specified in the severance plan, the terminated employee will receive a severance payment equal to one month of compensation for each year of service, up to a maximum payment of 199% of the employee’s base compensation. Based solely on compensation levels and years of service at February 28, 2006, and assuming that a change in control occurred on February 28, 2006, and all eligible employees became entitled to severance payments, the aggregate payments due under the severance plan would equal approximately $2.1 million.

Future Equity Incentive Plan. Following the reorganization, we may adopt an equity incentive plan that will provide for grants of stock options and restricted stock. In accordance with applicable regulations, we anticipate that the plan will authorize a number of stock options equal to 4.9% of the total shares issued in the reorganization, including shares issued to Northeast Community MHC, and shares of restricted stock equal to 1.96% of the total shares issued in the reorganization. Therefore, the number of shares reserved under the plan will range from 583,100 shares, assuming 8,500,000 shares are issued in the reorganization, to 907,235 shares, assuming 13,225,000 shares are issued in the reorganization.

We may fund the equity incentive plan through the purchase of Northeast Community Bancorp common stock in the open market by a trust established in connection with the plan, or from authorized, but unissued, shares of common stock. The acquisition of additional authorized, but unissued, shares by the equity incentive plan after the offering would dilute the interests of existing stockholders. See “Pro Forma Data.”

We will grant all stock options at an exercise price equal to 100% of the fair market value of the stock on the grant date. We will grant restricted stock awards at no cost to recipients. Restricted stock awards and stock options will generally vest ratably over a five-year period, or as otherwise permitted by the Office of Thrift Supervision (OTS), but Northeast Community Bancorp may also make vesting contingent upon the satisfaction of performance goals established by the board of directors or the committee charged with administering the plan. All outstanding awards will accelerate and become fully vested upon a change in control of Northeast Community Bancorp.

If adopted within one year of the reorganization, the equity incentive plan will comply with all applicable OTS regulations. We will submit the equity incentive plan to stockholders for approval, at which time we will provide stockholders with detailed information about the plan. Under current OTS regulations, the plan must be approved by a majority of the total votes eligible to be cast by our stockholders, other than Northeast Community MHC, unless we obtain a waiver that allows approval by a different vote standard.

Transactions with Northeast Community Bank

Loans and Extensions of Credit. The Sarbanes-Oxley Act generally prohibits loans by Northeast Community Bank to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by Northeast Community Bank to its executive officers and directors in compliance with federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must

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not involve more than the normal risk of repayment or present other unfavorable features. Northeast Community Bank is therefore prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit Northeast Community Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other employees and does not give preference to any executive officer or director over any other employee.

In addition, loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to the person and his or her related interests, are in excess of the greater of $25,000 or 5% of Northeast Community Bank’s capital and surplus, up to a maximum of $500,000, must be approved in advance by a majority of the disinterested members of the Board of Directors. See “Regulation and Supervision—Regulation of Federal Savings Associations—Transactions with Related Parties.”

The aggregate amount of loans by Northeast Community Bank to its executive officers and directors (including unsecured loans represented by notes receivable) was $69,342 at December 31, 2005, or approximately ..08% of pro forma stockholders’ equity, assuming that 5,175,000 shares are sold in the offering. These loans were performing according to their terms at December 31, 2005.

Indemnification for Directors and Officers

Northeast Community Bancorp’s bylaws provide that Northeast Community Bancorp shall indemnify all officers, directors and employees of Northeast Community Bancorp to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of Northeast Community Bancorp. Such indemnification may include the advancement of funds to pay for or reimburse reasonable expenses incurred by an indemnified party to the fullest extent permitted under federal law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Northeast Community Bancorp pursuant to its bylaws or otherwise, Northeast Community Bancorp has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

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Subscriptions by Executive Officers and Directors

The following table presents certain information as to the approximate anticipated purchases of common stock by our directors and executive officers, including their associates, as defined by applicable regulations. No individual has entered into a binding agreement to purchase these shares and, therefore, actual purchases could be more or less than indicated. Directors and executive officers and their associates may not purchase more than 31% of the shares sold in the reorganization to persons other than Northeast Community Bancorp, MHC. For purposes of the following table, sufficient shares are assumed to be available to satisfy subscriptions in all categories.

	Proposed Purchases of Stock in the Offering				Percent of Shares at Minimum of Offering Range		Percent of Shares at Maximum of Offering Range
Name	Number of Shares		Dollar Amount
Diane B. Cavanaugh	1,000		$	10,000	.03	%	.02	%
Arthur M. Levine	6,000			60,000	.16		.12
Charles A. Martinek	5,000			50,000	.13		.10
Kenneth A. Martinek	25,000	(1)		250,000	.65		.48
Linda M. Swan	800			8,000	.02		.02
Salvatore Randazzo	2,000			20,000	.05		.04
Harry (Jeff) A.S. Read	10,000			100,000	.26		.19
Kenneth H. Thomas	10,000			100,000	.26		.19
All directors and executive officers as a group (8 persons)	59,800		$	598,000	1.56	%	1.16	%

(1) Based on qualifying deposit account balances as of the eligibility record date. See “The Reorganization and Stock Offering— Subscription Offering and Subscription Rights—Category 1: Eligible Account Holders.”

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Regulation and Supervision

General

Northeast Community Bank is subject to extensive regulation, examination and supervision by the Office of Thrift Supervision, as its primary federal regulator, and the Federal Deposit Insurance Corporation, as its deposits insurer. Northeast Community Bank is a member of the Federal Home Loan Bank System and its deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund managed by the Federal Deposit Insurance Corporation. Northeast Community Bank must file reports with the Office of Thrift Supervision and the Federal Deposit Insurance Corporation concerning its activities and financial condition in addition to obtaining regulatory approvals before entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic examinations by the Office of Thrift Supervision and, under certain circumstances, the Federal Deposit Insurance Corporation to evaluate Northeast Community Bank’s safety and soundness and compliance with various regulatory requirements. This regulatory structure is intended primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such policies, whether by the Office of Thrift Supervision, the Federal Deposit Insurance Corporation or Congress, could have a material adverse impact on Northeast Community Bancorp, Northeast Community Bancorp, MHC and Northeast Community Bank and their operations. Northeast Community Bancorp and Northeast Community Bancorp, MHC, as savings and loan holding companies, will be required to file certain reports with, will be subject to examination by, and otherwise must comply with the rules and regulations of the Office of Thrift Supervision. Northeast Community Bancorp will also be subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Certain of the regulatory requirements that are or will be applicable to Northeast Community Bank, Northeast Community Bancorp and Northeast Community Bancorp, MHC are described below. This description of statutes and regulations is not intended to be a complete explanation of such statutes and regulations and their effects on Northeast Community Bank, Northeast Community Bancorp and Northeast Community Bancorp, MHC and is qualified in its entirety by reference to the actual statutes and regulations.

Regulation of Federal Savings Associations

Business Activities. Federal law and regulations, primarily the Home Owners’ Loan Act and the regulations of the Office of Thrift Supervision, govern the activities of federal savings banks, such as Northeast Community Bank. These laws and regulations delineate the nature and extent of the activities in which federal savings banks may engage. In particular, certain lending authority for federal savings banks, e.g., commercial, nonresidential real property, and consumer loans, is limited to a specified percentage of the institution’s capital or assets.

Branching. Federal savings banks are generally authorized to establish branch offices in any state or states of the United States and its territories, subject to applicable notice or application requirements of the Office of Thrift Supervision.

Capital Requirements. The Office of Thrift Supervision’s capital regulations require federal savings institutions to meet three minimum capital standards: a 1.5% tangible capital to total assets ratio; a 4% leverage ratio (3% for institutions receiving the highest rating on the CAMELS examination rating system); and an 8% risk-based capital ratio. In addition, the prompt corrective action standards discussed below also establish, in effect, a minimum 2% tangible capital standard, a 4% leverage ratio (3% for institutions receiving the highest rating on the CAMELS system) and, together with the risk-based capital standard itself, a 4% Tier 1 to risk-based capital standard. The Office of Thrift Supervision regulations also require that, in meeting the tangible, leverage and risk-based capital standards, institutions must generally deduct investments in and loans to subsidiaries engaged in activities as principal that are not permissible for a national bank.

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The risk-based capital standard requires federal savings institutions to maintain Tier 1 (core) and total capital (which is defined as core capital and supplementary capital) to risk-weighted assets of at least 4% and 8%, respectively. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet activities, recourse obligations, residual interests and direct credit substitutes, are multiplied by a risk-weight factor of 0% to 100%, assigned by the Office of Thrift Supervision capital regulation based on the risks believed inherent in the type of asset. Core (Tier 1) capital is defined as common stockholders’ equity (including retained earnings), certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships. The components of supplementary capital currently include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock, the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and up to 45.0% of unrealized gains on available-for-sale equity securities with readily determinable fair market values. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100.0% of core capital.

The Office of Thrift Supervision also has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is or may become inadequate in light of the particular circumstances or risk profile of the institution. At December 31, 2005, Northeast Community Bank met each of these capital requirements.

Prompt Corrective Regulatory Action. The Office of Thrift Supervision is required to take certain supervisory actions against undercapitalized institutions, the severity of which depends upon the institution’s degree of undercapitalization. Generally, a savings institution that has a ratio of total capital to risk weighted assets of less than 8.0%, a ratio of Tier 1 (core) capital to risk-weighted assets of less than 4.0% or a ratio of core capital to total assets of less than 4.0% (3.0% or less for institutions with the highest examination rating) is considered to be “undercapitalized.” A savings institution that has a total risk-based capital ratio of less than 6.0%, a Tier 1 capital ratio of less than 3.0% or a leverage ratio that is less than 3.0% is considered to be “significantly undercapitalized” and a savings institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized.” Subject to a narrow exception, the Office of Thrift Supervision is required to appoint a receiver or conservator within specified time frames for an institution that is “critically undercapitalized.” An institution must file a capital restoration plan with the Office of Thrift Supervision within 45 days of the date it is deemed to have received notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Compliance with the plan must be guaranteed by any parent holding company in the amount of the lesser of 5% of the institution’s total assets when it became undercapitalized or the amount necessary to achieve full capital compliance. In addition, numerous mandatory supervisory actions become immediately applicable to an undercapitalized institution, including, but not limited to, increased monitoring by regulators and restrictions on growth, capital distributions and expansion. “Significantly undercapitalized” and “critically undercapitalized” institutions are subject to more extensive mandatory regulatory actions. The Office of Thrift Supervision could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior executive officers and directors.

Loans to One Borrower. Federal law provides that savings institutions are generally subject to the limits on loans to one borrower applicable to national banks. A savings institution may not make a loan or extend credit to a single or related group of borrowers in excess of 15.0% of its unimpaired capital and surplus. An additional amount may be lent, equal to 10.0% of unimpaired capital and surplus, if secured by specified readily-marketable collateral.

Standards for Safety and Soundness. As required by statute, the federal banking agencies have adopted Interagency Guidelines Prescribing Standards for Safety and Soundness. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the Office of Thrift Supervision determines that a savings institution fails to meet any standard prescribed by the guidelines, the Office of Thrift Supervision may require the institution to submit an acceptable plan to achieve compliance with the standard.

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Limitation on Capital Distributions. Office of Thrift Supervision regulations impose limitations upon all capital distributions by a savings institution, including cash dividends, payments to repurchase its shares and payments to stockholders of another institution in a cash-out merger. Under the regulations, an application to and the prior approval of the Office of Thrift Supervision are required before any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under Office of Thrift Supervision regulations (i.e., generally, examination and Community Reinvestment Act ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the Office of Thrift Supervision. If an application is not required, the institution must still provide prior notice to the Office of Thrift Supervision of the capital distribution if, like Northeast Community Bank, it is a subsidiary of a holding company. If Northeast Community Bank’s capital were ever to fall below its regulatory requirements or the Office of Thrift Supervision notified it that it was in need of increased supervision, its ability to make capital distributions could be restricted. In addition, the Office of Thrift Supervision could prohibit a proposed capital distribution that would otherwise be permitted by the regulation, if the agency determines that such distribution would constitute an unsafe or unsound practice.

Qualified Thrift Lender Test. Federal law requires savings institutions to meet a qualified thrift lender test. Under the test, a savings association is required to either qualify as a “domestic building and loan association” under the Internal Revenue Code or maintain at least 65.0% of its “portfolio assets” (total assets less: (i) specified liquid assets up to 20.0% of total assets; (ii) intangibles, including goodwill; and (iii) the value of property used to conduct business) in certain “qualified thrift investments” (primarily residential mortgages and related investments, including certain mortgage-backed securities) in at least 9 months out of each 12 month period.

A savings institution that fails the qualified thrift lender test is subject to certain operating restrictions and may be required to convert to a bank charter. Recent legislation has expanded the extent to which education loans, credit card loans and small business loans may be considered “qualified thrift investments.” As of December 31, 2005, Northeast Community Bank maintained 78.0% of its portfolio assets in qualified thrift investments and, therefore, met the qualified thrift lender test.

Transactions with Related Parties. Northeast Community Bank’s authority to engage in transactions with “affiliates” is limited by Office of Thrift Supervision regulations and by Sections 23A and 23B of the Federal Reserve Act as implemented by the Federal Reserve Board’s Regulation W. The term “affiliate” for these purposes generally means any company that controls or is under common control with an institution. Northeast Community Bancorp, Northeast Community Bancorp, MHC and their non-savings institution subsidiaries will be affiliates of Northeast Community Bank. In general, transactions with affiliates must be on terms that are as favorable to the institution as comparable transactions with non-affiliates. In addition, certain types of transactions are restricted to an aggregate percentage of the institution’s capital. Collateral in specified amounts must usually be provided by affiliates in order to receive loans from an institution. In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies and no savings institution may purchase the securities of any affiliate other than a subsidiary.

The Sarbanes-Oxley Act of 2002 generally prohibits a company from making loans to its executive officers and directors. However, the law contains a specific exception for loans by a depository institution to its executive officers and directors in compliance with federal banking laws. Under such laws, Northeast Community Bank’s authority to extend credit to executive officers, directors and 10.0% stockholders (“insiders”), as well as entities such persons control, is limited. The law restricts both the individual and aggregate amount of loans Northeast Community Bank may make to insiders based, in part, on Northeast Community Bank’s capital position and requires certain board approval procedures to be followed. Such loans must be made on terms substantially the same as those offered to unaffiliated individuals and not involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees. There are additional restrictions applicable to loans to executive officers.

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Enforcement. The Office of Thrift Supervision has primary enforcement responsibility over federal savings institutions and has the authority to bring actions against the institution and all institution-affiliated parties, including stockholders, and any attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors to institution of receivership, conservatorship or termination of deposit insurance. Civil penalties cover a wide range of violations and can amount to $25,000 per day, or even $1.0 million per day in especially egregious cases. The Federal Deposit Insurance Corporation has authority to recommend to the Director of the Office of Thrift Supervision that enforcement action be taken with respect to a particular savings institution. If action is not taken by the Director, the Federal Deposit Insurance Corporation has authority to take such action under certain circumstances. Federal law also establishes criminal penalties for certain violations.

Assessments. Federal savings banks are required to pay assessments to the Office of Thrift Supervision to fund its operations. The general assessments, paid on a semi-annual basis, are based upon the savings institution’s total assets, including consolidated subsidiaries, as reported in the institution’s latest quarterly thrift financial report.

Insurance of Deposit Accounts. Northeast Community Bank is a member of the Savings Association Insurance Fund. The Federal Deposit Insurance Corporation maintains a risk-based assessment system by which institutions are assigned to one of three categories based on their capitalization and one of three subcategories based on examination ratings and other supervisory information. An institution’s assessment rate depends upon the categories to which it is assigned. Assessment rates for Savings Association Insurance Fund member institutions are determined semi-annually by the FDIC and currently range from zero basis points of assessable deposits for the healthiest institutions to 27.00 basis points of assessable deposits for the riskiest.

The FDIC has authority to increase insurance assessments. A material increase in Savings Association Insurance Fund insurance premiums would likely have an adverse effect on the operating expenses and results of operations of Northeast Community Bank. Management cannot predict what insurance assessment rates will be in the future.

In addition to the assessment for deposit insurance, institutions are required to make payments on bonds issued in the late 1980s by the Financing Corporation to recapitalize the predecessor to the Savings Association Insurance Fund. During the year ended December 31, 2005, Financing Corporation payments for Savings Association Insurance Fund members averaged 1.39 basis points of assessable deposits.

The FDIC may terminate an institution’s insurance of deposits upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the Office of Thrift Supervision. The management of Northeast Community Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

The Federal Deposit Insurance Reform Act of 2005 (the “Act”), signed by the President on February 8, 2006, revised the laws governing the federal deposit insurance system. The Act provides for the consolidation of the Bank and Savings Association Insurance Funds into a combined “Deposit Insurance Fund.”

Under the Act, insurance premiums are to be determined by the FDIC based on a number of factors, primarily the risk of loss that insured institutions pose to the Deposit Insurance Fund. The legislation eliminates the current minimum 1.25% reserve ratio for the insurance funds, the mandatory assessments when the ratio fall below 1.25% and the prohibition on assessing the highest quality banks when the ratio is above 1.25%. The Act provides the FDIC with flexibility to adjust the new insurance fund’s reserve ratio between 1.15% and 1.5%, depending on projected losses, economic changes and assessment rates at the end of a calendar year.

The Act increased deposit insurance coverage limits from $100,000 to $250,000 for certain types of Individual Retirement Accounts, 401(k) plans and other retirement savings accounts. While it preserved the $100,000 coverage limit for individual accounts and municipal deposits, the FDIC was furnished with the discretion

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to adjust all coverage levels to keep pace with inflation beginning in 2010. Also, institutions that become undercapitalized will be prohibited from accepting certain employee benefit plan deposits.

The consolidation of the Bank and Savings Association Insurance Funds must occur no later than the first day of the calendar quarter that begins 90-days after the date of the Act’s enactment, i.e., July 1, 2006. The Act also states that the FDIC must promulgate final regulations implementing the remainder of its provisions not later than 270 days after its enactment.

At this time, management cannot predict the effect, if any, that the Act will have on insurance premiums paid by Northeast Community Bank.

Federal Home Loan Bank System. Northeast Community Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Northeast Community Bank, as a member of the Federal Home Loan Bank of New York, is required to acquire and hold shares of capital stock in that Federal Home Loan Bank. Northeast Community Bank was in compliance with this requirement with an investment in Federal Home Loan Bank stock at December 31, 2005 of $357,000.

The Federal Home Loan Banks are required to provide funds for the resolution of insolvent thrifts in the late 1980s and to contribute funds for affordable housing programs. These requirements could reduce the amount of dividends that the Federal Home Loan Banks pay to their members and could also result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their members. If dividends were reduced, or interest on future Federal Home Loan Bank advances increased, our net interest income would likely also be reduced.

Community Reinvestment Act. Under the Community Reinvestment Act, as implemented by Office of Thrift Supervision regulations, a savings association has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The Community Reinvestment Act does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the Community Reinvestment Act. The Community Reinvestment Act requires the Office of Thrift Supervision, in connection with its examination of a savings association, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution.

The Community Reinvestment Act requires public disclosure of an institution’s rating and requires the Office of Thrift Supervision to provide a written evaluation of an association’s Community Reinvestment Act performance utilizing a four-tiered descriptive rating system.

Northeast Community Bank had an “outstanding” rating for the past ten years.

Other Regulations

Interest and other charges collected or contracted for by Northeast Community Bank are subject to state usury laws and federal laws concerning interest rates. Northeast Community Bank’s operations are also subject to federal laws applicable to credit transactions, such as the:

• Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

• Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

• Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

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• Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies;

• Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and

• rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The operations of Northeast Community Bank also are subject to the:

• Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

• Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and

• Check Clearing for the 21^st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check.

• Title III of The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to as the “USA PATRIOT Act”) significantly expanded the responsibilities of financial institutions, including savings and loan associations, in preventing the use of the U.S. financial system to fund terrorist activities. Among other provisions, the USA PATRIOT Act and the related regulations of the Office of Thrift Supervision require savings associations operating in the United States to develop new anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control Regulations.

• The Gramm-Leach-Bliley Act placed limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of certain personal financial information with unaffiliated third parties.

Holding Company Regulation

General. Northeast Community Bancorp and Northeast Community Bancorp, MHC will be savings and loan holding companies within the meaning of federal law. As such, they will be registered with the Office of Thrift Supervision and will be subject to Office of Thrift Supervision regulations, examinations, supervision, reporting requirements and regulations concerning corporate governance and activities. In addition, the Office of Thrift Supervision will have enforcement authority over Northeast Community Bancorp and Northeast Community Bancorp, MHC and their non-savings institution subsidiaries. Among other things, this authority permits the Office of Thrift Supervision to restrict or prohibit activities that are determined to be a serious risk to Northeast Community Bank.

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Restrictions Applicable to Mutual Holding Companies. According to federal law and Office of Thrift Supervision regulations, a mutual holding company, such as Northeast Community Bancorp, MHC, may generally engage in the following activities: (1) investing in the stock of a savings association; (2) acquiring a mutual association through the merger of such association into a savings association subsidiary of such holding company or an interim savings association subsidiary of such holding company; (3) merging with or acquiring another holding company, one of whose subsidiaries is a savings association; and (4) any activity approved by the Federal Reserve Board for a bank holding company or financial holding company or previously approved by the Office of Thrift Supervision for multiple savings and loan holding companies. Recent legislation, which authorized mutual holding companies to engage in activities permitted for financial holding companies, expanded the authorized activities. Financial holding companies may engage in a broad array of financial service activities including insurance and securities.

Federal law prohibits a savings and loan holding company, including a federal mutual holding company, from directly or indirectly, or through one or more subsidiaries, acquiring more than 5.0% of the voting stock of another savings institution, or its holding company, without prior written approval of the Office of Thrift Supervision. In evaluating applications by holding companies to acquire savings institutions, the Office of Thrift Supervision must consider the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the insurance funds, the convenience and needs of the community and competitive factors. Federal law also prohibits a savings and loan holding company from acquiring more than 5.0% of a company engaged in activities other than those authorized for savings and loan holding companies by federal law; or acquiring or retaining control of a depository institution that is not insured by the Federal Deposit Insurance Corporation.

The Office of Thrift Supervision is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, except: (1) the approval of interstate supervisory acquisitions by savings and loan holding companies; and (2) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions. This limitation would not prohibit an interstate merger of the subsidiary savings association.

If the savings institution subsidiary of a savings and loan holding company fails to meet the qualified thrift lender test, the holding company must register with the Federal Reserve Board as a bank holding company within one year of the savings institution’s failure to so qualify.

Stock Holding Company Subsidiary Regulation. The Office of Thrift Supervision has adopted regulations governing the two-tier mutual holding company form of organization and subsidiary stock holding companies that are controlled by mutual holding companies. Northeast Community Bancorp will be the stock holding company subsidiary of Northeast Community Bancorp, MHC. Northeast Community Bancorp will be permitted to engage in activities that are permitted for Northeast Community Bancorp, MHC subject to the same restrictions and conditions.

Waivers of Dividends by Northeast Community Bancorp, MHC. Office of Thrift Supervision regulations require Northeast Community Bancorp, MHC to notify the Office of Thrift Supervision if it proposes to waive receipt of dividends from Northeast Community Bancorp. The Office of Thrift Supervision reviews dividend waiver notices on a case-by-case basis, and, in general, does not object to a waiver if: (i) the waiver would not be detrimental to the safe and sound operation of the savings association; and (ii) the mutual holding company’s board of directors determines that such waiver is consistent with such directors’ fiduciary duties to the mutual holding company’s members. The Office of Thrift Supervision has recently included a new condition in its approval of dividend waivers which requires a mutual holding company to certify that the dividends declared (distributed and waived) by the mutual holding company for the last two calendar quarters or since the date of its minority stock issuance, whichever is later, and the current year do not exceed cumulative net income of the stock holding company subsidiary. We anticipate that Northeast Community Bancorp, MHC will waive dividends that Northeast Community Bancorp may pay, if any.

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Conversion of Northeast Community Bancorp, MHC to Stock Form. Office of Thrift Supervision regulations permit Northeast Community Bancorp, MHC to convert from the mutual form of organization to the capital stock form of organization. There can be no assurance when, if ever, a conversion transaction will occur, and the Board of Directors has no current intention or plan to undertake a conversion transaction. In a conversion transaction, a new holding company would be formed as the successor to Northeast Community Bancorp, Northeast Community Bancorp, MHC’s corporate existence would end, and certain depositors of Northeast Community Bank would receive the right to subscribe for additional shares of the new holding company. In a conversion transaction, each share of common stock held by stockholders other than Northeast Community Bancorp, MHC would be automatically converted into a number of shares of common stock of the new holding company based on an exchange ratio determined at the time of conversion that ensures that stockholders other than Northeast Community Bancorp, MHC own the same percentage of common stock in the new holding company as they owned in Northeast Community Bancorp immediately before conversion. The total number of shares held by stockholders other than Northeast Community Bancorp, MHC after a conversion transaction would be increased by any purchases by such stockholders in the stock offering conducted as part of the conversion transaction.

Acquisition of Control. Under the federal Change in Bank Control Act, a notice must be submitted to the Office of Thrift Supervision if any person (including a company), or group acting in concert, seeks to acquire “control” of a savings and loan holding company or savings association. An acquisition of “control” can occur upon the acquisition of 10.0% or more of the voting stock of a savings and loan holding company or savings institution or as otherwise defined by the Office of Thrift Supervision. Under the Change in Bank Control Act, the Office of Thrift Supervision has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the anti-trust effects of the acquisition. Any company that so acquires control would then be subject to regulation as a savings and loan holding company.

Federal Securities Laws

Northeast Community Bancorp has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the registration of the common stock to be issued by means of this prospectus. Upon completion of the offering, Northeast Community Bancorp common stock will also be registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Northeast Community Bancorp will be subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

The registration, under the Securities Act of 1933, of the shares of common stock to be issued in the offering does not cover the resale of those shares. Shares of common stock purchased by persons who are not affiliates of Northeast Community Bancorp may be resold without registration. Shares purchased by an affiliate of Northeast Community Bancorp will be subject to the resale restrictions of Rule 144 under the Securities Act of 1933. If Northeast Community Bancorp meets the current public information requirements of Rule 144, each affiliate of Northeast Community Bancorp that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of Northeast Community Bancorp, or the average weekly volume of trading in the shares during the preceding four calendar weeks. In the future, Northeast Community Bancorp may permit affiliates to have their shares registered for sale under the Securities Act of 1933.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act of 2002, Northeast Community Bancorp’s Chief Executive Officer and Chief Financial Officer each will be required to certify that Northeast Community Bancorp’s quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the Securities and Exchange Commission under the Sarbanes-Oxley Act of 2002 have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal controls; they

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have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal controls; and they have included information in our quarterly and annual reports about their evaluation and whether there have been significant changes in our internal controls or in other factors that could significantly affect internal controls. Northeast Community Bancorp will be subject to further reporting and audit requirements beginning with the year ending December 31, 2007 under the requirements of the Sarbanes-Oxley Act. Northeast Community Bancorp will prepare policies, procedures and systems designed to ensure compliance with these regulations.

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Federal and State Taxation

Federal Income Taxation

General. Northeast Community Bank reports its income on a fiscal year basis using the accrual method of accounting. The federal income tax laws apply to Northeast Community Bank in the same manner as to other corporations with some exceptions, including the reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to Northeast Community Bank. Northeast Community Bank’s federal income tax returns have been either audited or closed under the statute of limitations through 2003. For its 2005 tax year, Northeast Community Bank’s maximum federal income tax rate was 34.0%.

Bad Debt Reserves. For fiscal years beginning before June 30, 1996, thrift institutions that qualified under certain definitional tests and other conditions of the Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for annual additions to their bad debt reserve. A reserve could be established for bad debts on qualifying real property loans, generally secured by interests in real property improved or to be improved, under the percentage of taxable income method or the experience method. The reserve for nonqualifying loans was computed using the experience method. Federal legislation enacted in 1996 repealed the reserve method of accounting for bad debts and the percentage of taxable income method for tax years beginning after 1995 and require savings institutions to recapture or take into income certain portions of their accumulated bad debt reserves. Approximately $4.1 million of Northeast Community Bank’s accumulated bad debt reserves would not be recaptured into taxable income unless Northeast Community Bank makes a “non-dividend distribution” to Northeast Community Bancorp as described below.

Distributions. If Northeast Community Bank makes “non-dividend distributions” to Northeast Community Bancorp, the distributions will be considered to have been made from Northeast Community Bank’s unrecaptured tax bad debt reserves, including the balance of its reserves as of December 31, 1987, to the extent of the “non-dividend distributions,” and then from Northeast Community Bank’s supplemental reserve for losses on loans, to the extent of those reserves, and an amount based on the amount distributed, but not more than the amount of those reserves, will be included in Northeast Community Bank’s taxable income. Non-dividend distributions include distributions in excess of Northeast Community Bank’s current and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock and distributions in partial or complete liquidation. Dividends paid out of Northeast Community Bank’s current or accumulated earnings and profits will not be so included in Northeast Community Bank’s taxable income.

The amount of additional taxable income triggered by a non-dividend is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Therefore, if Northeast Community Bank makes a non-dividend distribution to Northeast Community Bancorp, approximately one and one-half times the amount of the distribution not in excess of the amount of the reserves would be includable in income for federal income tax purposes, assuming a 34.0% federal corporate income tax rate. Northeast Community Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.

State and Local Taxation

New York State and New York City Taxation. We report income on a calendar year basis to both New York State and New York City. New York State Franchise Tax on corporations is imposed in an amount equal to the greater of (a) 8.0% (for 2002) and 7.5% (for 2003 and going forward) of “entire net income” allocable to New York State, (b) 3% of “alternative entire net income” allocable to New York State, (c) 0.01% of the average value of assets allocable to New York State, or (d) nominal minimum tax. Entire net income is based on federal taxable income, subject to certain modifications. Alternative entire net income is equal to entire net income without certain modifications. The New York City Corporation Tax is imposed in an amount equal to the greater of 9% of the “entire net income” allocable to New York City or similar alternative taxable methods and rates as New York State.

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A Metropolitan Transportation Business Tax Surcharge on Corporations doing business in the Metropolitan District has been applied since 1982. We transact a significant portion of our business within this District and are subject to this surcharge. For the tax year ended December 31, 2005, the surcharge rate is [17]% of New York State franchise tax liability. The tax is scheduled to expire for tax years ending on or after December 31, 2009.

New York State enacted legislation in 1996, which among other things, decoupled the Federal and New York State tax laws regarding thrift bad debt deductions and permits the continued use of the bad debt reserve method under Section 593 of the Code. Thus, provided that Northeast Community Bank continues to satisfy certain definitional tests and other conditions, for New York State and City income tax purposes, Northeast Community Bank is permitted to continue to use a reserve method for bad debt deductions. The deductible annual addition to the state reserve may be computed using a specific formula based on Northeast Community Bank’s loss history (“Experience Method”) or a statutory percentage equal to 32% of Northeast Community Bank’s New York State or City taxable income (“Percentage Method”) before bad debt deduction.

Other State Taxes. Taxes paid by us to states other than New York are not material.

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The Reorganization and Stock Offering

The Board of Directors of Northeast Community Bank has approved the plan of reorganization and stock issuance. The plan of reorganization and stock issuance also must be approved by the members of Northeast Community Bank. A special meeting of members has been called for this purpose. The Office of Thrift Supervision also has conditionally approved the plan of reorganization and stock issuance; however, such approval does not constitute a recommendation or endorsement of the plan of reorganization and stock issuance by such agency.

General

On February 23, 2006, the Board of Directors of Northeast Community Bank unanimously adopted the plan of reorganization and stock issuance by which Northeast Community Bank will reorganize into a two-tiered mutual holding company. This structure is called a two-tier structure because it will have two levels of holding companies. After the reorganization, Northeast Community Bancorp will be the mid-tier stock holding company and Northeast Community Bancorp, MHC will be the top-tier mutual holding company. Under the terms of the plan of reorganization and stock issuance, Northeast Community Bancorp will own all of the stock of Northeast Community Bank and Northeast Community Bancorp, MHC will own at least a majority of Northeast Community Bancorp.

The reorganization also includes the offering by Northeast Community Bancorp of 45.0% of its common stock to qualifying depositors and borrowers of Northeast Community Bank in a subscription offering and, if necessary, to members of the general public through a community offering and/or a syndicate of registered broker-dealers. The completion of the offering depends on market conditions and other factors beyond our control. Northeast Community Bank can give no assurance as to the length of time that will be required to complete the sale of the common stock. If there are any delays, significant changes may occur in the appraisal of Northeast Community Bancorp and Northeast Community Bank as reorganized, which would require a change in the offering range. A change in the offering range would result in a change in the net proceeds realized by Northeast Community Bancorp from the sale of the common stock. If the reorganization is terminated, Northeast Community Bank would be required to charge all reorganization expenses against current income.

The Office of Thrift Supervision has approved our plan of reorganization and stock issuance, subject to, among other things, approval of the plan of reorganization and stock issuance by Northeast Community Bank’s members. The special meeting of Northeast Community Bank’s members has been called for this purpose on [Special Meeting Date], 2006.

The following is a brief summary of the pertinent aspects of the reorganization. A copy of the plan of reorganization and stock issuance is available from Northeast Community Bank upon request and is available for inspection at the offices of Northeast Community Bank and at the Office of Thrift Supervision. The plan of reorganization and stock issuance is also filed as an exhibit to the registration statement, of which this prospectus forms a part, that Northeast Community Bancorp has filed with the Securities and Exchange Commission. See “Where You Can Find More Information.”

Reasons for the Reorganization

After considering the advantages and disadvantages of the reorganization, the Board of Directors of Northeast Community Bank unanimously approved the reorganization as being in the best interests of Northeast Community Bank and its members. The Board of Directors concluded that the reorganization offers a number of advantages that will be important to Northeast Community Bank’s future growth and performance and that outweigh the disadvantages of the reorganization.

The reorganization will result in the raising of additional capital for Northeast Community Bancorp and Northeast Community Bank, which will support Northeast Community Bank’s future lending and operational growth and may also support possible future branching activities or the acquisition of other financial institutions or financial service companies or their assets. As a subsidiary of a mutual holding company with a mid-tier stock holding company, Northeast Community Bank will have greater flexibility in structuring mergers and acquisitions, including

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the form of consideration paid in a transaction. The current mutual structure, by its nature, limits any ability to offer any common stock as consideration in a merger or acquisition. The new mutual holding company structure will enhance Northeast Community Bank’s ability to compete with other bidders when acquisition opportunities arise by better enabling it to offer stock or cash consideration, or a combination of the two. Since Northeast Community Bancorp will not be offering all of its common stock for sale in the offering, the reorganization will result in less capital raised in comparison to a standard mutual-to-stock conversion. Therefore, the reorganization permits Northeast Community Bank to control the amount of capital being raised, while at the same time enabling Northeast Community Bank to continue to grow its lending and investment activities. Northeast Community Bank will be able to raise additional capital in the future should Northeast Community Bancorp, MHC consummate a “second-step” conversion to stock form.

The reorganization will afford Northeast Community Bank’s officers and employees the opportunity to become stockholders, which Northeast Community Bank believes to be an important performance incentive and an effective means of attracting and retaining qualified personnel. The reorganization also will provide Northeast Community Bank’s customers and local community members with an opportunity to acquire Northeast Community Bancorp’s common stock.

The disadvantages of the reorganization considered by Northeast Community Bank’s Board of Directors are the additional expense and effort of operating as a public company, the inability of stockholders other than Northeast Community Bancorp, MHC to obtain majority ownership of Northeast Community Bancorp and Northeast Community Bank, which may result in the perpetuation of our management and board of directors, and the corporate ownership and regulatory policies relating to the mutual holding company structure that may be adopted from time to time that may have an adverse impact on stockholders other than Northeast Community Bancorp, MHC. A majority of our voting stock will be owned by Northeast Community Bancorp, MHC, which will be controlled by its board of directors. While this structure will permit management to focus on our long-term business strategy for growth and capital deployment without undue pressure from stockholders, it will also serve to perpetuate our existing management and directors. Northeast Community Bancorp, MHC will be able to elect all the members of Northeast Community Bancorp’s board of directors, and will be able to control the outcome of most matters presented to our stockholders for resolution by vote. The matters as to which stockholders other than Northeast Community Bancorp, MHC will be able to exercise voting control are limited and include any proposal to implement an equity incentive plan. No assurance can be given that Northeast Community Bancorp, MHC will not take action adverse to the interests of other stockholders. For example, Northeast Community Bancorp, MHC could prevent the sale of control of Northeast Community Bancorp, or defeat a candidate for the board of directors of Northeast Community Bancorp or other proposals put forth by stockholders.

The reorganization does not preclude the conversion of Northeast Community Bancorp, MHC from the mutual to stock form of organization in the future. No assurance can be given when, if ever, Northeast Community Bancorp, MHC will convert to stock form or what conditions the Office of Thrift Supervision or other regulatory agencies may impose on such a transaction. See “Risk Factors” and “Summary — Possible Conversion of Northeast Community Bancorp, MHC to Stock Form.”

Description of the Plan of Reorganization and Stock Issuance

Following receipt of all required regulatory approvals and approval of the plan of reorganization and stock issuance by Northeast Community Bank’s members, the reorganization will be effected as follows or in any other manner approved by the Office of Thrift Supervision that is consistent with the purposes of the plan of reorganization and stock issuance and applicable laws and regulations:

• Northeast Community Bank will organize an interim federal stock savings bank as a wholly owned subsidiary (“Interim One”);

• Interim One will organize Northeast Community Bancorp, a federal stock corporation, as a wholly owned subsidiary;

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• Interim One will then organize an interim federal savings bank as a wholly owned subsidiary (“Interim Two”);

• Northeast Community Bank will exchange its charter for a federal stock savings bank charter and Interim One will exchange its charter for a federal mutual holding company charter to become Northeast Community Bancorp, MHC;

• Interim Two will merge with and into Northeast Community Bank with Northeast Community Bank in stock form surviving as a subsidiary of Northeast Community Bancorp, MHC;

• former members of Northeast Community Bank will become members of Northeast Community Bancorp, MHC;

• Northeast Community Bancorp, MHC will contribute 100.0% of the issued common stock of Northeast Community Bank to Northeast Community Bancorp; and

• the shares of Northeast Community Bancorp common stock issued to Northeast Community Bancorp, MHC under step (2) will be cancelled and Northeast Community Bancorp will issue a majority of its common stock to Northeast Community Bancorp, MHC.

Concurrently with the reorganization, Northeast Community Bancorp will sell up to 45.0% of its common stock representing up to 45.0% of the pro forma market value of Northeast Community Bank on a fully converted basis. Northeast Community Bank intends to capitalize Northeast Community Bancorp, MHC with $500,000 in cash.

As a result of the reorganization, Northeast Community Bank will be organized in stock form and will be wholly owned by Northeast Community Bancorp. The legal existence of Northeast Community Bank will not terminate as a result of the reorganization. Instead, Northeast Community Bank in stock form will be a continuation of Northeast Community Bank in mutual form. All property of Northeast Community Bank, including its right, title and interest in all property of any kind and nature, interest and asset of every conceivable value or benefit then existing or pertaining to Northeast Community Bank, or which would inure to Northeast Community Bank immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed, will vest in Northeast Community Bank in stock form. Northeast Community Bank in stock form will have, hold and enjoy the same in its right and fully and to the same extent as the same was possessed, held and enjoyed by Northeast Community Bank in the mutual form. Northeast Community Bank in stock form will continue to have, succeed to and be responsible for all the rights, liabilities and obligations of Northeast Community Bank in the mutual form and, immediately following the reorganization, will maintain its headquarters and operations at Northeast Community Bank’s present locations.

Effects of Reorganization on Deposits, Borrowers and Members

Continuity. During the reorganization process, the normal business of Northeast Community Bank will continue without interruption, including continued regulation by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. After reorganization, Northeast Community Bank will continue to provide services for depositors and borrowers under current policies by its present management and staff.

The directors of Northeast Community Bank who adopted the plan of reorganization and stock issuance and who continue to be directors of Northeast Community Bank at the time of reorganization will serve as directors of Northeast Community Bank after the reorganization. The Board of Directors of Northeast Community Bancorp and Northeast Community Bancorp, MHC will be composed solely of the individuals who serve on the Board of Directors of Northeast Community Bank. All officers of Northeast Community Bank at the time of reorganization will retain their positions immediately after the reorganization.

Deposit Accounts and Loans. The reorganization will not affect any deposit accounts or borrower relationships with Northeast Community Bank. All deposit accounts in Northeast Community Bank after the

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reorganization will continue to be insured up to the legal maximum by the Federal Deposit Insurance Corporation in the same manner as such deposit accounts were insured immediately before the reorganization. The reorganization will not change the interest rate or the maturity of deposits at Northeast Community Bank.

After the reorganization, each depositor of Northeast Community Bank will have both a deposit account in Northeast Community Bank and a pro rata ownership interest in the equity of Northeast Community Bancorp, MHC based upon the balance in the depositor’s account. This ownership interest is tied to the depositor’s account, has no tangible market value separate from the deposit account and may only be realized in the event of a liquidation of Northeast Community Bancorp, MHC. Any depositor who opens a deposit account obtains a pro rata ownership interest in the equity of Northeast Community Bancorp, MHC without any additional payment beyond the amount of the deposit. A depositor who reduces or closes his or her account receives the balance in the account but receives nothing for his or her ownership interest in the equity of Northeast Community Bancorp, MHC, which is lost to the extent that the balance in the account is reduced. Consequently, depositors of Northeast Community Bancorp, MHC have no way to realize the value of their ownership interest in Northeast Community Bancorp, MHC, except in the unlikely event that Northeast Community Bancorp, MHC is liquidated.

After the reorganization, all loans of Northeast Community Bank will retain the same status that they had before the reorganization. The amount, interest rate, maturity and security for each loan will remain as they were contractually fixed prior to the reorganization.

Effect on Voting Rights of Members. After the reorganization, the direction of Northeast Community Bank will continue to be under the control of its Board of Directors. Northeast Community Bancorp, as the holder of all of the outstanding common stock of Northeast Community Bank, will have exclusive voting rights with respect to any matters concerning Northeast Community Bank requiring stockholder approval, including the election of directors.

After the reorganization, stockholders of Northeast Community Bancorp will have exclusive voting rights with respect to any matters concerning Northeast Community Bancorp requiring stockholder approval. By virtue of its ownership of a majority of the outstanding shares of common stock of Northeast Community Bancorp, Northeast Community Bancorp, MHC will be able to control the outcome of most matters presented to the stockholders for resolution by vote. However, Northeast Community Bancorp, MHC will not be able to control the vote for merger and sale transactions, second-step transactions and implementation of equity incentive plans, all of which would require the approval by the stockholders other than Northeast Community Bancorp, MHC.

As a federally chartered mutual holding company, Northeast Community Bancorp, MHC will have no authorized capital stock and, thus, no stockholders. Holders of deposit accounts of Northeast Community Bank will become members of Northeast Community Bancorp, MHC. Such persons will be entitled to vote on all questions requiring action by the members of Northeast Community Bancorp, MHC, including the election of directors of Northeast Community Bancorp, MHC. In addition, all persons who become depositors of Northeast Community Bank following the reorganization will have membership rights with respect to Northeast Community Bancorp, MHC. Borrowers of Northeast Community Bank who were borrower members of Northeast Community Bank at the time of the reorganization will become members of Northeast Community Bancorp, MHC. Borrowers will not receive membership rights in connection with any new borrowings made after the reorganization.

Effect on Liquidation Rights. In the unlikely event of a complete liquidation of Northeast Community Bank before the completion of the reorganization, each depositor would receive a pro rata share of any assets of Northeast Community Bank remaining after payment of expenses and satisfaction of claims of all creditors. Each depositor’s pro rata share of such liquidating distribution would be in the same proportion as the value of such depositor’s deposit account was to the total value of all deposit accounts in Northeast Community Bank at the time of liquidation.

In the unlikely event of a complete liquidation of Northeast Community Bank after the reorganization, each depositor would have a claim as a creditor of the same general priority as the claims of all other general creditors of Northeast Community Bank. Except as described below, a depositor’s claim would be solely for the amount of the balance in such depositor’s deposit account plus accrued interest. Such depositor would not have an interest in the

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value or assets of Northeast Community Bank above that amount. Instead, the holder of Northeast Community Bank’s common stock (i.e., Northeast Community Bancorp) would be entitled to any assets remaining upon a liquidation of Northeast Community Bank.

In the unlikely event of a complete liquidation of Northeast Community Bancorp after the reorganization, the stockholders of Northeast Community Bancorp, including Northeast Community Bancorp, MHC, would be entitled to receive the remaining assets of Northeast Community Bancorp, following payment of all debts, liabilities and claims of greater priority of or against Northeast Community Bancorp.

In the unlikely event of a complete liquidation of Northeast Community Bancorp, MHC after the reorganization, all depositors of Northeast Community Bank at that time will be entitled, pro rata to the value of their deposit accounts, to a distribution of any assets of Northeast Community Bancorp, MHC remaining after payment of all debts and claims of creditors. Any “second step” conversion of Northeast Community Bancorp, MHC to stock form would not be considered a liquidation.

There are no plans to liquidate Northeast Community Bank, Northeast Community Bancorp or Northeast Community Bancorp, MHC in the future.

Material Income Tax Consequences

Although the reorganization may be effected in any manner approved by the Office of Thrift Supervision that is consistent with the purposes of the plan of reorganization and stock issuance and applicable law, regulations and policies, it is intended that the reorganization will be effected through a merger. Completion of the reorganization is conditioned upon prior receipt of either a ruling or an opinion of counsel with respect to federal tax laws, and either a ruling or an opinion with respect to New York tax laws, that no gain or loss will be recognized by Northeast Community Bank, Northeast Community Bancorp or Northeast Community Bancorp, MHC as a result of the reorganization or by account holders receiving subscription rights, except to the extent, if any, that subscription rights are deemed to have fair market value on the date such rights are issued. Northeast Community Bank believes that the tax opinions summarized below address all material federal income tax consequences that are generally applicable to Northeast Community Bank, Northeast Community Bancorp and Northeast Community Bancorp, MHC and persons receiving subscription rights.

Muldoon Murphy & Aguggia LLP has issued an opinion to Northeast Community Bank that, for federal income tax purposes, concludes that:

• the reorganization will constitute a reorganization under Internal Revenue Code section 368(a)(1)(F), and Northeast Community Bank (in either its mutual form (the “Mutual Bank”) or its stock form (the “Stock Bank”) will recognize no gain or loss as a result of the reorganization;

• the basis of each asset of the Mutual Bank received by the Stock Bank in the reorganization will be the same as the Mutual Bank’s basis for such asset immediately before the reorganization;

• the holding period of each asset of the Mutual Bank received by the Stock Bank in the reorganization will include the period during which such asset was held by the Mutual Bank before the reorganization;

• for purposes of Internal Revenue Code section 381(b), the Stock Bank will be treated as if there had been no reorganization and, accordingly, the taxable year of the Mutual Bank will not end on the effective date of the reorganization and the tax attributes of the Mutual Bank (subject to application of Internal Revenue Code sections 381, 382 and 384) will be taken into account by the Stock Bank as if the reorganization had not occurred;

• the Mutual Bank’s members will recognize no gain or loss upon their constructive receipt of shares of the Stock Bank common stock solely in exchange for their mutual ownership interest in the Mutual Bank;

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• no gain or loss will be recognized by members of the Mutual Bank upon the issuance to them of deposits in the Stock Bank in the same dollar amount as their deposits in the Mutual Bank;

• with respect to the members of the Mutual Bank’s exchange of the stock of the Stock Bank constructively received for the mutual ownership interests in Northeast Community Bancorp, MHC, the exchange will qualify as an exchange of property for stock under Internal Revenue Code Section 351, the initial stockholders of the Stock Bank will recognize no gain or loss upon the constructive transfer to Northeast Community Bancorp, MHC of the shares of the Stock Bank they constructively received and Northeast Community Bancorp, MHC will recognize no gain or loss upon its receipt of the common stock of the Stock Bank in exchange for mutual ownership interests in the Mutual Bank;

• with respect to Northeast Community Bancorp, MHC’s transfer of 100.0% of the common stock of the Stock Bank to Northeast Community Bancorp, Northeast Community Bancorp will recognize no gain or loss upon its transfer of 100.0% of the common stock of the Stock Bank from Northeast Community Bancorp, MHC and Northeast Community Bancorp, MHC will recognize no gain or loss upon its transfer of 100.0% of the common stock of the Stock Bank from Northeast Community Bancorp, MHC to Northeast Community Bancorp;

• it is more likely than not that the fair market value of the non-transferable subscription rights to purchase shares of common stock of Northeast Community Bancorp to be issued to eligible account holders, supplemental eligible account holders and other members is zero and, accordingly, that no income will be realized by eligible account holders, supplemental eligible account holders and other members upon the issuance to them of the subscription rights or upon the exercise of the subscription rights;

• it is more likely than not that the tax basis to the holders of shares of common stock purchased in the reorganization pursuant to the exercise of the subscription rights will be the amount paid therefor, and that the holding period for such shares of common stock will begin on the date of completion of the reorganization; and

• the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of the purchase.

The opinions set forth in the 9^th and 10^th bullet points above are based on the position that the subscription rights do not have any market value at the time of distribution or at the time they are exercised. Whether subscription rights have a market value for federal income tax purposes is a question of fact, depending upon all relevant facts and circumstances. According to our counsel, the Internal Revenue Service will not issue rulings on whether subscription rights have a market value. Counsel has also advised us that they are unaware of any instance in which the Internal Revenue Service has taken the position that nontransferable subscription rights issued by a converting financial institution have a market value. Counsel also noted that the subscription rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the recipients the right only to purchase Northeast Community Bancorp common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock.

Unlike a private letter ruling issued by the Internal Revenue Service, an opinion of counsel is not binding on the Internal Revenue Service and the Internal Revenue Service could disagree with the conclusions reached in the opinion. If there is a disagreement, no assurance can be given that the conclusions reached in an opinion of counsel would be sustained by a court if contested by the Internal Revenue Service.

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Northeast Community Bank has also received an opinion from Beard Miller Company LLP, that, assuming the reorganization does not result in any federal income tax liability to Northeast Community Bank, its account holders, or Northeast Community Bancorp, implementation of the plan of reorganization and stock issuance will not result in any New York income tax liability to those entities or persons.

The opinions of Muldoon Murphy & Aguggia LLP and Beard Miller Company LLP are filed as exhibits to the registration statement that Northeast Community Bancorp has filed with the Securities and Exchange Commission. See “Where You Can Find More Information.”

Subscription Offering and Subscription Rights

Under the plan of reorganization and stock issuance, Northeast Community Bank has granted rights to subscribe for Northeast Community Bancorp common stock to the following persons in the following order of priority:

• Persons with deposits in Northeast Community Bank with balances aggregating $50 or more (“qualifying deposits”) as of January 31, 2005 (“eligible account holders”). For this purpose, deposit accounts include all savings, time and demand accounts.

• Northeast Community Bank’s employee stock ownership plan.

• Persons with qualifying deposits in Northeast Community Bank as of [Supplemental Date] (“supplemental eligible account holders”).

• Depositors and borrowers of Northeast Community Bank as of [Voting Record Date] (“other members”).

The amount of common stock that any person may purchase will depend on the availability of the common stock after satisfaction of all subscriptions having prior rights in the subscription offering and to the maximum and minimum purchase limitations set forth in the plan of reorganization and stock issuance. See “—Limitations on Purchases of Shares.” All persons on one joint account will be counted as a single depositor for purposes of determining the maximum amount that may be subscribed for by owners of that one joint account.

Category 1: Eligible Account Holders. Subject to the purchase limitation described below under “—Limitations on Purchases of Shares,” each eligible account holder has the right to subscribe for up to the greater of:

• $100,000 of common stock (which equals 10,000 shares);

• one-tenth of 1.0% of the total offering of common stock to persons other than Northeast Community Bancorp, MHC; or

• 15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction of which the numerator is the amount of qualifying deposits of the eligible account holder and the denominator is the total amount of qualifying deposits of all eligible account holders. The balance of qualifying deposits of all eligible account holders was $            million.

If there are insufficient shares to satisfy all subscriptions by eligible account holders, shares first will be allocated so as to permit each subscribing eligible account holder, if possible, to purchase a number of shares sufficient to make the person’s total allocation equal to 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining subscribing eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total qualifying deposits of all remaining eligible account holders whose subscriptions remain unfilled. Subscription rights of eligible account holders who are also executive officers or directors of Northeast Community

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Bancorp or Northeast Community Bank or their associates will be subordinated to the subscription rights of other eligible account holders to the extent attributable to increased deposits in Northeast Community Bank in the one year period preceding January 31, 2005.

To ensure a proper allocation of stock, each eligible account holder must list on his or her stock order and certification form all deposit accounts in which such eligible account holder had an ownership interest at January 31, 2004. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

Northeast Community Bank will strive to identify a subscriber’s ownership in all accounts, but cannot guarantee that it will identify all accounts in which a subscriber may have an ownership interest.

Category 2: Tax-Qualified Employee Stock Benefit Plans. Northeast Community Bank’s tax-qualified employee benefit plans have the right to purchase up to 10.0% of the shares of common stock issued in the reorganization to persons other than Northeast Community Bancorp, MHC. As a tax-qualified employee benefit plan, the employee stock ownership plan intends to purchase 3.92% of the shares issued in the reorganization, including shares issued to Northeast Community Bancorp, MHC. Subscriptions by the employee stock ownership plan will not be aggregated with shares of common stock purchased by any other participants in the reorganization, including subscriptions by Northeast Community Bank’s officers and directors, for the purpose of applying the purchase limitations in the plan of reorganization. If eligible account holders subscribe for all of the shares being sold, no shares will be available for our tax-qualified employee benefit plans. However, if the number of shares offered for sale are increased above the maximum of the offering range, the employee stock ownership plan will have a first priority right to purchase any shares exceeding that amount up to 10% of the common stock issued in the reorganization to persons other than Northeast Community Bancorp, MHC. If the employee stock ownership plan’s subscription is not filled in its entirety, the employee stock ownership plan may purchase shares in the open market or may purchase shares directly from Northeast Community Bancorp with the approval of the Office of Thrift Supervision.

Category 3: Supplemental Eligible Account Holders. Subject to the purchase limitation described below under “—Limitations on Purchases of Shares,” each supplemental eligible account holder has the right to subscribe for up to the greater of:

• $100,000 of common stock (which equals 10,000 shares);

• one-tenth of 1.0% of the total offering of common stock to persons other than Northeast Community Bancorp, MHC; or

• 15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction of which the numerator is the amount of qualifying deposits of the supplemental eligible account holder and the denominator is the total amount of qualifying deposits of all supplemental eligible account holders. The balance of qualifying deposits of all supplemental eligible account holders was $            million.

If eligible account holders and Northeast Community Bank’s employee stock ownership plan subscribe for all of the shares being sold by Northeast Community Bancorp, no shares will be available for supplemental eligible account holders. If shares are available for supplemental eligible account holders but there are insufficient shares to satisfy all subscriptions by supplemental eligible account holders, shares first will be allocated so as to permit each subscribing supplemental eligible account holder, if possible, to purchase a number of shares sufficient to make the person’s total allocation equal 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining subscribing supplemental eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total qualifying deposits of all remaining supplemental eligible account holders whose subscriptions remain unfilled.

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To ensure a proper allocation of stock, each supplemental eligible account holder must list on his or her stock order and certification form all deposit accounts in which such supplemental eligible account holder had an ownership interest at [Supplemental Date]. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

Category 4: Other Members. Subject to the purchase limitations as described below under “–Limitations on Purchases of Shares,” each other member of Northeast Community Bank has the right to purchase up to the greater of $100,000 of common stock (which equals 10,000 shares) or one-tenth of 1.0% of the total offering of common stock issued to persons other than Northeast Community Bancorp, MHC. If eligible account holders, the employee stock ownership plan and supplemental eligible account holders subscribe for all of the shares being sold, no shares will be available for other members. If shares are available for other members but there are not sufficient shares to satisfy all subscriptions by other members, shares first will be allocated so as to permit each subscribing other member, if possible, to purchase a number of shares sufficient to make the person’s total allocation equal 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining subscribing other members in the proportion that each other member’s subscription bears to the total subscriptions of all such subscribing other members whose subscriptions remain unfilled.

To ensure a proper allocation of stock, each other member must list on his or her stock order and certification form all deposit accounts in which such other member had an ownership interest at [VOTING RECORD DATE] or each loan from Northeast Community Bank that was outstanding on January 30, 1989 and continued to be outstanding on [VOTING RECORD DATE]. Failure to list an account or loan, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

Expiration Date for the Subscription Offering. The subscription offering and all subscription rights under the plan of reorganization and stock issuance is expected to terminate at 12:00 noon, Eastern time, on [Expiration Date]. We will not accept orders for common stock in the subscription offering received after that time. We will make reasonable attempts to provide a prospectus and related offering materials to holders of subscription rights; however, all subscription rights will expire on the expiration date whether or not we have been able to locate each person entitled to subscription rights.

Office of Thrift Supervision regulations require that we complete the sale of common stock within 45 days after the close of the subscription offering. If the sale of the common stock is not completed within that period, all funds received will be returned promptly with interest, at Northeast Community Bank’s passbook savings rate and all withdrawal authorizations will be canceled unless we receive approval of the Office of Thrift Supervision to extend the time for completing the offering. If regulatory approval of an extension of the time period has been granted, we will notify all subscribers of the extension and of the duration of any extension that has been granted, and subscribers will have the right to modify or rescind their purchase orders. If we do not receive an affirmative response from a subscriber to any resolicitation, the subscriber’s order will be rescinded and all funds received will be returned promptly with interest, or withdrawal authorizations will be canceled. No single extension can exceed 90 days, and all extensions in the aggregate may not last beyond [Expiration Date #2].

Persons in Non-Qualified States. We will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to subscribe for stock under the plan of reorganization and stock issuance reside. However, we are not required to offer stock in the subscription offering to any person who resides in a foreign country or who resides in a state of the United States in which (1) only a small number of persons otherwise eligible to subscribe for shares of common stock reside; (2) the granting of subscription rights or the offer or sale of shares to such person would require that we or our officers or directors register as a broker, dealer, salesman or selling agent under the securities laws of the state, or register or otherwise qualify the subscription rights or common stock for sale or qualify as a foreign corporation or file a consent to service of process; or (3) we determine that compliance with that state’s securities laws would be impracticable for reasons of cost or otherwise.

Restrictions on Transfer of Subscription Rights and Shares. Subscription rights are nontransferable. You may not transfer, or enter into any agreement or understanding to transfer, the legal or beneficial ownership of your subscription rights issued under the plan of reorganization and stock issuance or the shares of common stock to be issued upon exercise of your subscription rights. Your subscription rights may be

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exercised only by you and only for your own account. If you exercise your subscription rights, you will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding regarding the sale or transfer of such shares. Federal regulations also prohibit any person from offering, or making an announcement of an offer or intent to make an offer, to purchase such subscription rights or shares of common stock before the completion of the reorganization.

If you sell or otherwise transfer your rights to subscribe for common stock in the subscription offering or subscribe for common stock on behalf of another person, you may forfeit those rights and face possible further sanctions and penalties imposed by the Office of Thrift Supervision or another agency of the U.S. Government. We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights and will not honor orders known by us to involve the transfer of such rights.

Community Offering

To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, we may offer shares pursuant to the plan of reorganization and stock issuance in a community offering to the following persons in the following order of priority:

• Natural persons and trusts of natural persons who are residents of New York, Kings, Bronx or Westchester Counties, New York; and

• Other persons to whom Northeast Community Bank delivers a prospectus.

We will consider persons to be residing in New York, Kings, Bronx or Westchester Counties, New York, if they occupy a dwelling in any such county and establish a physical presence in such county that is not merely transitory in nature. We may utilize depositor or loan records or other evidence provided to us to make a determination as to whether a person is a resident in one of the specified counties. In all cases, the determination of residence status will be made by us in our sole discretion.

Purchasers in the community offering are eligible to purchase up to $100,000 of common stock (which equals 10,000 shares). To the extent practicable, and subject to the preferred subscriber preference and various purchase limitations, orders for the common stock in the community offering shall first be filled to a maximum of 2.0% of the total number of shares of common stock sold in the offering, and thereafter any remaining shares shall be allocated on an equal number of shares basis per order until all orders have been filled. If shares are available for preferred subscribers in the community offering but there are insufficient shares to satisfy all orders, the available shares will be allocated first to each preferred subscriber whose order we accept in an amount equal to the lesser of 100 shares or the number of shares ordered by each such subscriber, if possible. After that, unallocated shares will be allocated among the remaining preferred subscribers whose orders remain unsatisfied in the same proportion that the unfilled order of each such subscriber bears to the total unfilled orders of all such subscribers. If, after filling the orders of preferred subscribers in the community offering, shares are available for other subscribers in the community offering but there are insufficient shares to satisfy all orders, shares will be allocated in the same manner as for preferred subscribers.

The community offering, if held, may commence concurrently with, during or after, the subscription offering and will terminate no later than 45 days after the close of the subscription offering unless extended by us, with the approval of the Office of Thrift Supervision. If we receive regulatory approval for an extension, all subscribers will be notified of the extension and of the duration of any extension that has been granted, and will have the right to confirm, increase, decrease or rescind their orders. If we do not receive an affirmative response from a subscriber to any resolicitation, the subscriber’s order will be rescinded and all funds received will be returned promptly with interest

The opportunity to subscribe for shares of common stock in the community offering is subject to our right in our sole discretion to reject orders, in whole or part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order.

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Syndicated Community or Underwritten Public Offering

The plan of reorganization and stock issuance provides that, if necessary, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by Sandler O’Neill & Partners, L.P., acting as our agent. In such capacity, Sandler O’Neill & Partners, L.P. may form a syndicate of broker-dealers. Alternatively, we may sell any remaining shares in an underwritten public offering. However, we retain the right to accept or reject, in whole or in part, any orders in the syndicated community offering or underwritten public offering. Neither Sandler O’Neill & Partners, L.P. nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering; however, Sandler O’Neill & Partners, L.P. has agreed to use its best efforts in the sale of shares in any syndicated community offering. The syndicated community offering would terminate no later than 45 days after the expiration of the subscription offering, unless extended by us, with approval of the Office of Thrift Supervision. See “—Community Offering” above for a discussion of rights of subscribers in the event an extension is granted.

Common stock sold in the syndicated community offering also will be sold at the $10.00 per share purchase price. Purchasers in the syndicated community offering are eligible to purchase up to $100,000 of common stock (which equals 10,000 shares), subject to the purchase limitation described below under “—Limitations on Purchases of Shares.” Orders for common stock in the syndicated community offering will be filled first to a maximum of 2.0% of the total number of shares sold in the offering and thereafter any remaining shares will be allocated on an equal number of shares basis per order until all orders have been filled. However, no fractional shares will be issued. We may begin the syndicated community offering or underwritten public offering at any time following the commencement of the subscription offering.

The opportunity to subscribe for shares of common stock in the syndicated community offering or underwritten public offering is subject to our right in our sole discretion to accept or reject orders, in whole or part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order.

If we are unable to find purchasers from the general public for all unsubscribed shares, we will make other purchase arrangements, if feasible. Other purchase arrangements must be approved by the Office of Thrift Supervision and may provide for purchases by directors, officers, their associates and other persons in excess of the limitations provided in the plan of reorganization and stock issuance and in excess of the proposed director purchases discussed earlier, although no purchases are currently intended. If other purchase arrangements cannot be made, we may either: terminate the stock offering and promptly return all funds; set a new offering range, notify all subscribers and give them the opportunity to place a new order for shares of Northeast Community Bancorp common stock; or take such other actions as may be permitted by the Office of Thrift Supervision.

Limitations on Purchases of Shares

The plan of reorganization and stock issuance imposes limitations upon the purchase of common stock by eligible subscribers and others in the reorganization. In addition to the purchase limitations described above under “—Subscription Offering and Subscription Rights,” “—Community Offering” and “—Syndicated Community Offering,” the plan of reorganization and stock issuance provides for the following purchase limitations:

• The aggregate amount of our outstanding common stock owned or controlled by persons other than Northeast Community Bancorp, MHC at the close of the offering shall be less than 50.0% of our total outstanding common stock.

• Except for our tax-qualified employee stock benefit plans, no person, either alone or together with associates of or persons acting in concert with such person, may purchase in the aggregate more than $300,000 of the common stock (which equals 30,000 shares), subject to increase as described below.

• Each subscriber must subscribe for a minimum of 25 shares.

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• The aggregate amount of common stock acquired in the offering by any non-tax-qualified employee stock benefit plan or any management person and his or her associates, shall not exceed 4.9% of the (i) outstanding shares of common stock at the conclusion of the offering; or (ii) the stockholders’ equity of Northeast Community Bancorp at the conclusion of the offering. In calculating the number of shares held by management persons and their associates, shares held by any tax-qualified or non-tax-qualified employee stock benefit plan that are attributable to such person will not be counted.

• The aggregate amount of common stock acquired in the offering by any one or more tax-qualified employee stock benefit plans, exclusive of any shares of Northeast Community Bancorp common stock acquired by such plans in the secondary market, shall not exceed 4.9% of (i) the outstanding shares of Northeast Community Bancorp common stock at the conclusion of the offering; or (ii) the stockholders’ equity of Northeast Community Bancorp at the conclusion of the offering.

• The aggregate amount of common stock acquired in the offering by all of our stock benefit plans, other than employee stock ownership plans, shall not exceed 25.0% of the outstanding common stock held by persons other than Northeast Community Bancorp, MHC.

• The aggregate amount of common stock acquired in the offering by all non-tax-qualified employee stock benefit plans or management persons and their associates, exclusive of any common stock acquired by such plans or management persons and their associates in the secondary market, shall not exceed 31.0% of (i) the outstanding shares of Northeast Community Bancorp common stock held by persons other than Northeast Community Bancorp, MHC at the conclusion of the offering; or (ii) the stockholders’ equity of Northeast Community Bancorp held by persons other than Northeast Community Bancorp, MHC at the conclusion of the offering. In calculating the number of shares held by management persons and their associates, shares held by any tax-qualified or non-tax-qualified employee stock benefit plan that are attributable to such person will not be counted.

We may, in our sole discretion, increase the individual or aggregate purchase limitation to up to 5.0% of the shares of common stock sold in the offering to persons other than Northeast Community Bancorp, MHC. We do not intend to increase the maximum purchase limitation unless market conditions warrant an increase in the maximum purchase limitation and we do not sell shares in excess of the minimum of the offering range. If we decide to increase the purchase limitations, persons who subscribed for the maximum number of shares of common stock will be given the opportunity to increase their subscriptions accordingly, subject to the rights and preferences of any person who has priority subscription rights. If we increase the maximum purchase limitation to 5.0% of the shares of common stock sold in the offering to persons other than Northeast Community Bancorp, MHC, we may in our discretion further increase this limitation to 9.99% provided that orders for common stock exceeding 5.0% shall not exceed in the aggregate 10.0% of the shares of common stock sold in the offering to persons other than Northeast Community Bancorp, MHC.

The plan of reorganization and stock issuance defines “acting in concert” to mean knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not by an express agreement or understanding; or a combination or pooling of voting or other interests in the securities of an issuer for a common purpose under any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. In general, a person or company that acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party. We may presume that certain persons are acting in concert based upon, among other things, joint account relationships and the fact that persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies. For purposes of the plan of reorganization and stock issuance, our directors are not deemed to be acting in concert solely by reason of their Board membership.

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The plan of reorganization and stock issuance defines “associate,” with respect to a particular person, to mean:

• a corporation or organization other than Northeast Community Bancorp, MHC, Northeast Community Bancorp or Northeast Community Bank or a majority-owned subsidiary of Northeast Community Bancorp, MHC, Northeast Community Bancorp or Northeast Community Bank of which a person is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10.0% or more of any class of equity securities of such corporation or organization;

• a trust or other estate in which a person has a substantial beneficial interest or as to which a person serves as trustee or in a similar fiduciary capacity; and

• a relative or spouse of a person, or any relative of a spouse, who either has the same home as a person or who is a director or officer of Northeast Community Bancorp, MHC, Northeast Community Bancorp or Northeast Community Bank or any of their subsidiaries.

For example, a corporation of which a person serves as a senior officer would be an associate of that person and, therefore, all shares purchased by the corporation would be included with the number of shares that the person could purchase individually under the purchase limitations described above. We have the right in our sole discretion to reject any order submitted by a person whose representations we believe to be false or who we otherwise believe, either alone or acting in concert with others, is violating or circumventing, or intends to violate or circumvent, the terms and conditions of the plan of reorganization and stock issuance. Directors and officers are not treated as associates of each other solely by virtue of holding such positions. We have the sole discretion to determine whether prospective purchasers are “associates” or “acting in concert.”

Marketing Arrangements

We have retained Sandler O’Neill & Partners, L.P. to consult with and advise and assist us, on a best efforts basis, in the distribution of shares in the offering. Sandler O’Neill & Partners, L.P. is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. Sandler O’Neill & Partners, L.P. will assist us in the reorganization by acting as marketing advisor with respect to the subscription offering and will represent us as placement agent on a best efforts basis in the sale of the common stock in the community offering if one is held. The services that Sandler O’Neill & Partners, L.P. will provide include, but are not limited to:

• consulting as to the securities market implications of any aspect of the plan of reorganization and stock issuance or related corporate documents;

• reviewing with our board of directors the financial impact of the offerings on Northeast Community Bank based upon the independent appraiser’s appraisal of the common stock;

• reviewing all offering documents, including the prospectus, stock order forms and related offering materials (we are responsible for the preparation and filing of such documents);

• assisting in the design and implementation of a marketing strategy for the offerings;

• assisting us in scheduling and preparing for meetings with potential investors and broker-dealers in connection with the offerings; and

• providing such other general advice and assistance as may be requested to promote the successful completion of the reorganization.

For these services, Sandler O’Neill will receive a fee of 1.0% of the aggregate dollar amount of the common stock sold in the subscription and community offerings, excluding shares sold to the employee stock ownership plan and to our officers, employees and directors and their immediate families. We have made an advance payment of $25,000 to Sandler O’Neill for expenses. Any unused portion of this advance will be refunded if the offering is not consummated. If there is a syndicated community offering, Sandler O’Neill will receive a management fee of 1.0% of the aggregate dollar amount of the common stock sold in the syndicated community offering. The total fees paid

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to Sandler O’Neill and other NASD member firms in the syndicated community offering will not exceed 7.0% of the aggregate dollar amount of the common stock sold in the syndicated community offering.

We also will reimburse Sandler O’Neill for its legal fees and expenses associated with its marketing effort, up to a maximum of $60,000. If the plan of conversion and reorganization is terminated or if Sandler O’Neill terminates its agreement with us in accordance with the provisions of the agreement, Sandler O’Neill will only receive reimbursement of its reasonable out-of-pocket expenses. We will indemnify Sandler O’Neill against liabilities and expenses (including legal fees) incurred in connection with certain claims or liabilities arising out of or based upon untrue statements or omissions contained in the offering materials for the common stock, including liabilities under the Securities Act of 1933.

We have also engaged Sandler O’Neill to act as our records management agent in connection with the offering. In its role as records management agent, Sandler O’Neill will assist us in the offering as follows: (1) consolidation of accounts and member vote calculation; (2) design and stenciling of member proxy, stock order and/or request forms; (3) organization and supervision of the conversion center; (4) member proxy solicitation and special meeting services; and (5) subscription services. For these services, Sandler O’Neill will receive a fee of $10,000 and reimbursement for its reasonable out-of-pocket expenses up to a maximum of $25,000. We have made an advance payment of $5,000 to Sandler O’Neill for these services.

Sandler O’Neill & Partners, L.P. has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for stock, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the stock to be sold. Sandler O’Neill & Partners, L.P. expresses no opinion as to the prices at which common stock to be issued may trade. Sandler O’Neill & Partners, L.P. and selected dealers participating in the syndicated community offering may receive a commission in the syndicated community offering in a maximum amount to be agreed upon by us to reflect market requirements at the time of the allocation of shares in the syndicated community offering.

Our directors and executive officers may participate in the offering. However, such participation will be limited to answering questions about Northeast Community Bank. In addition, trained employees may provide ministerial services, such as providing clerical work in effecting a sales transaction or answering questions of a ministerial nature. Questions by prospective purchasers regarding the offering process will be directed to registered representatives of Sandler O’Neill. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, so as to permit officers, directors and employees to participate in the sale of the common stock. No officer, director or employee will be compensated for his or her participation by the payment of commissions or other remuneration based either directly or indirectly on the transactions in the common stock.

Description of Sales Activities

Northeast Community Bancorp will offer the common stock in the subscription offering and community offering principally by the distribution of this prospectus and through activities conducted at our stock information center. The stock information center is expected to operate during normal business hours throughout the subscription offering and community offering. It is expected that at any particular time one or more Sandler O’Neill & Partners, L.P. employees will be working at the stock information center. Employees of Sandler O’Neill & Partners, L.P. will be responsible for mailing materials relating to the offering, responding to questions regarding the reorganization and the offering and processing stock orders.

Sales of common stock will be made by registered representatives affiliated with Sandler O’Neill & Partners, L.P. or by the selected dealers managed by Sandler O’Neill & Partners, L.P. Northeast Community Bank’s officers and employees may participate in the offering in clerical capacities, providing administrative support in effecting sales transactions or, when permitted by state securities laws, answering questions of a mechanical nature relating to the proper execution of the order form. Northeast Community Bank’s officers may answer questions regarding our business when permitted by state securities laws. Other questions of prospective purchasers, including questions as to the advisability or nature of the investment, will be directed to registered representatives. Northeast Community Bank’s officers and employees have been instructed not to solicit offers to purchase common stock or provide advice regarding the purchase of common stock.

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None of Northeast Community Bank’s officers, directors or employees will be compensated, directly or indirectly, for any activities in connection with the offer or sale of securities issued in the reorganization.

None of Northeast Community Bank’s personnel participating in the offering is registered or licensed as a broker or dealer or an agent of a broker or dealer. Northeast Community Bank’s personnel will assist in the above-described sales activities under an exemption from registration as a broker or dealer provided by Rule 3a4-1 promulgated under the Securities Exchange Act of 1934. Rule 3a4-1 generally provides that an “associated person of an issuer” of securities will not be deemed a broker solely by reason of participation in the sale of securities of the issuer if the associated person meets certain conditions. These conditions include, but are not limited to, that the associated person participating in the sale of an issuer’s securities not be compensated in connection with the offering at the time of participation, that the person not be associated with a broker or dealer and that the person observe certain limitations on his or her participation in the sale of securities. For purposes of this exemption, “associated person of an issuer” is defined to include any person who is a director, officer or employee of the issuer or a company that controls, is controlled by or is under common control with the issuer.

Procedure for Purchasing Shares in the Subscription and Community Offerings

Use of Order Forms. To purchase shares in the subscription offering, you must submit a properly completed and executed order form to Northeast Community Bank by 12:00 noon, Eastern time, on [Expiration Date]. Your order form must be accompanied by full payment for all of the shares subscribed for or include appropriate authorization in the space provided on the order form for withdrawal of full payment from a deposit account with Northeast Community Bank. To purchase shares in the community offering, you must submit a properly completed and executed order form to Northeast Community Bank, accompanied by the required payment for each share subscribed for, before the community offering terminates, which may be on, or at any time after, the end of the subscription offering. We may, in our sole discretion, permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for such shares of common stock for which they subscribe in the community offering at any time before the 48 hours before the completion of the reorganization. This payment may be made by wire transfer. Our interpretation of the terms and conditions of the plan of reorganization and stock issuance and of the acceptability of the order forms will be final.

To ensure that your stock purchase eligibility and priority are properly identified, you must list all accounts on the order form, giving all names in each account and the account number. We will strive to identify your ownership in all accounts, but cannot guarantee we will identify all accounts in which you have ownership interest.

We need not accept order forms that are received after the expiration of the subscription offering or community offering, as the case may be, or that are executed defectively or that are received without full payment or without appropriate withdrawal instructions. In addition, we are not obligated to accept orders submitted on photocopied or facsimilied stock order and certification forms. We have the right to waive or permit the correction of incomplete or improperly executed order forms, but do not represent that we will do so. Under the plan of reorganization and stock issuance, our interpretation of the terms and conditions of the plan of reorganization and stock issuance and of the order form will be final. Once received, an executed order form may not be modified, amended or rescinded without our consent unless the reorganization has not been completed within 45 days after the end of the subscription offering.

The reverse side of the order form contains a regulatorily mandated certification form. We will not accept order forms on which the certification form is not executed. By executing and returning the certification form, you will be certifying that you received this prospectus and acknowledging that the common stock is not a deposit account and is not insured or guaranteed by the federal government. You also will be acknowledging that you received disclosure concerning the risks involved in this offering. The certification form could be used as support to show that you understand the nature of this investment.

To ensure that each purchaser in the subscription and community offerings receives a prospectus at least 48 hours before the end of the subscription and community offerings, as required by Rule 15c2-8 under the Securities Exchange Act of 1934, no prospectus will be mailed any later than five days before that date or hand delivered any

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later than two days before that date. Execution of the order form will confirm receipt or delivery under Rule 15c2-8. Order forms will be distributed only when preceded or accompanied by a prospectus.

Payment for Shares. Payment for subscriptions may be made by check, bank draft or money order, or by authorization of withdrawal from deposit accounts maintained with Northeast Community Bank. Subscription funds will be held by Northeast Community Bank or, at our discretion, in an escrow account at an independent insured depository institution. Appropriate means by which withdrawals may be authorized are provided on the order form. No wire transfers or third party checks will be accepted. Payments in cash will not be accepted unless the cash is converted into a bank draft or money order. Funds held at Northeast Community Bank will be paid interest at our passbook savings rate from the date payment is received at the stock information center until the completion or termination of the reorganization. If payment is made by authorization of withdrawal from deposit accounts, the funds authorized to be withdrawn from a deposit account will continue to accrue interest at the contractual rates until completion or termination of the reorganization, unless the certificate matures after the date of receipt of the order form but before closing, in which case funds will earn interest at the passbook savings rate from the date of maturity until the reorganization is completed or terminated, but a hold will be placed on the funds, making them unavailable to the depositor until completion or termination of the reorganization. When the reorganization is completed, the funds received in the offering will be used to purchase the shares of common stock ordered. The shares of common stock issued in the reorganization cannot and will not be insured by the Federal Deposit Insurance Corporation or any other government agency. If the reorganization is not consummated for any reason, all funds submitted will be refunded promptly with interest, as described above.

If a subscriber authorizes us to withdraw the amount of the purchase price from his or her deposit account, we will do so as of the effective date of reorganization, though the account must contain the full amount necessary for payment at the time the subscription order is received. We will waive any applicable penalties for early withdrawal from certificate accounts. If the remaining balance in a certificate account is reduced below the applicable minimum balance requirement at the time funds are actually transferred under the authorization, the certificate will be canceled at the time of the withdrawal, without penalty, and the remaining balance will earn interest at our passbook savings rate.

We may, in our sole discretion, permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for such shares of common stock for which they subscribe in the community offering at any time prior to 48 hours before the completion of the reorganization. This payment may be made by wire transfer.

The employee stock ownership plan will not be required to pay for the shares subscribed for at the time it subscribes, but rather may pay for shares of common stock subscribed for upon the completion of the reorganization; provided that there is in force from the time of its subscription until that time, a loan commitment from an unrelated financial institution or Northeast Community Bancorp to lend to the employee stock ownership plan, at that time, the aggregate purchase price of the shares for which it subscribed.

Individual retirement accounts maintained at Northeast Community Bank do not permit investment in the common stock. A depositor interested in using his or her individual retirement account funds to purchase common stock must do so through a self-directed individual retirement account. Since we do not offer those accounts, we will allow a depositor to make a trustee-to-trustee transfer of the individual retirement account funds to a trustee offering a self-directed individual retirement account program with the agreement that the funds will be used to purchase Northeast Community Bancorp’s common stock in the offering. There will be no early withdrawal or Internal Revenue Service interest penalties for transfers. The new trustee would hold the common stock in a self-directed account in the same manner as Northeast Community Bank now holds the depositor’s individual retirement account funds. An annual administrative fee may be payable to the new trustee. Depositors interested in using funds in an individual retirement account at Northeast Community Bank to purchase common stock should contact the stock information center as soon as possible so that the necessary forms may be forwarded for execution and returned before the subscription offering ends. In addition, federal laws and regulations require that officers, directors and 10% stockholders who use self-directed individual retirement account funds to purchase shares of common stock in the subscription offering, make purchases for the exclusive benefit of individual retirement accounts.

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How We Determined the Offering Range and the $10.00 Purchase Price

Federal regulations require that the aggregate purchase price of the securities sold in connection with the reorganization be based upon an estimated pro forma value of Northeast Community Bancorp and Northeast Community Bank on a fully converted basis as determined by an independent appraisal. The term “fully converted” means that the appraiser assumed that 100.0% of our stock had been sold to the public. We have retained RP Financial which is experienced in the evaluation and appraisal of business entities, to prepare the independent appraisal. RP Financial will receive fees totaling $45,000 plus out-of-pocket expenses for its initial final appraisal, and if necessary, $5,000 for any appraisal updates. We have agreed to indemnify RP Financial under certain circumstances against liabilities and expenses, including legal fees, arising out of, related to, or based upon the reorganization.

RP Financial prepared the appraisal taking into account the pro forma impact of the offering. For its analysis, RP Financial undertook substantial investigations to learn about our business and operations. We supplied financial information, including annual financial statements, information on the composition of assets and liabilities, and other financial schedules. In addition to this information, RP Financial reviewed Northeast Community Bank’s reorganization and stock issuance applications as filed with the Office of Thrift Supervision and Northeast Community Bancorp’s registration statement as filed with the Securities and Exchange Commission. Furthermore, RP Financial visited our facilities and had discussions with our management. RP Financial did not perform a detailed individual analysis of the separate components of our assets and liabilities. We did not impose any limitations on RP Financial in connection with its appraisal.

In connection with its appraisal, RP Financial reviewed the following factors, among others:

• the economic make-up of our primary market areas;

• our financial performance and condition in relation to publicly traded savings associations and savings association holding companies that RP Financial deemed comparable to Northeast Community Bank;

• the specific terms of the offering of Northeast Community Bancorp’s common stock;

• the pro forma impact of the additional capital raised in the reorganization;

• our proposed dividend policy;

• conditions of securities markets in general; and

• the market for thrift institution common stock in particular.

Consistent with Office of Thrift Supervision appraisal guidelines, RP Financial’s analysis utilized three selected valuation procedures, the price/tangible book method, the price/core earnings method and the price/assets method, all of which are described in its report. RP Financial’s appraisal report is filed as an exhibit to the registration statement we filed with the Securities and Exchange Commission. See “Where You Can Find More Information.” RP Financial placed the greatest emphasis on the price/core earnings and price/tangible book methods in estimating pro forma market value. RP Financial compared the pro forma price/tangible book and price/core earnings ratios for Northeast Community Bancorp to the same ratios for a peer group of comparable companies. The peer group consisted of 11 publicly traded savings associations and savings association holding companies. The peer group included companies with:

• average assets of $520.8 million;

• average nonperforming assets of 0.20% of total assets;

• average net loans of 61.1% of total assets;

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• average equity of 13.7% of total assets; and

• average net income of 0.65% of average assets.

On the basis of the analysis in its report, RP Financial has advised us that, in its opinion, as of March 3, 2006, the estimated pro forma market value of Northeast Community Bancorp and Northeast Community Bank, on a fully converted basis, was within the valuation range of $85.0 million and $115.0 million with a midpoint of $100.0 million.

The following table presents a summary of selected pricing ratios for Northeast Community Bank on a fully-converted basis, for the peer group companies and for all publicly traded thrifts. Compared to the average pricing ratios of the peer group, Northeast Community Bank’s pro forma pricing ratios at the maximum of the offering range indicated a premium of 46.8% on a price-to-core earnings basis and a discount of 13.7% on a price-to-book value basis.

	Price to Earnings Multiple (1)	Price to Book Value Ratio (2)		Price to Tangible Book Value Ratio (2)
Northeast Community Bank (pro forma):
Minimum	32.14x	73.14	%	73.14	%
Midpoint	36.23	77.45		77.45
Maximum	39.99	80.97		80.97
Maximum, as adjusted	43.96	84.31		84.31
Peer Group (on a fully-converted basis):
Average	27.24x	91.45	%	93.78	%
Median	28.53	89.13		94.52
All fully-converted, publicly-traded thrifts:
Average	19.68x	152.97	%	172.45	%
Median	17.22	142.26		165.01

(1) Ratios are based on earnings for the year ended December 31, 2005 and share prices as of March 3, 2006.

(2) Ratios are based on book value as of December 31, 2005 and share prices as of March 3, 2006.

Recent accounting guidance issued by the Financial Accounting Standards Board requires the recognition of compensation expense related to stock options outstanding based upon the fair value of such awards at the date of grant over the period that such awards are earned. The implementation of this accounting guidance will have a significant impact on pricing ratios of Northeast Community Bank once Northeast Community Bancorp adopts a stock option plan and issues stock options and will likely have a significant impact on the peer group companies as well. The pro forma information presented under “Pro Forma Data” reflects an estimated expense for the stock option plan that may be adopted by Northeast Community Bancorp and the resulting effect on the pro forma price-to-earnings multiples for Northeast Community Bancorp.

Our board of directors reviewed RP Financial’s appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the valuation range was reasonable and adequate. Our board of directors determined that 45.0% of the shares of our common stock should be sold in the offering at a purchase price of $10.00 per share. Multiplying this percentage by RP Financial’s valuation range yielded an offering range of $38.3 million to $51.8 million, with a midpoint of $45.0 million. Dividing these dollar amounts by the purchase price resulted in an offering range of between 3,825,000 and 5,175,000 shares, with a midpoint of 4,500,000 shares. The purchase price of $10.00 per share was determined by us, taking into account, among other factors, the requirement under Office of Thrift Supervision regulations that the common stock be offered in a manner that will achieve the widest distribution of the stock and desired liquidity in the common stock after the offering.

Since the outcome of the offering relates in large measure to market conditions at the time of sale, it is not possible to determine the exact number of shares that will be issued by Northeast Community Bancorp at this time. The offering range may be amended, with the approval of the Office of Thrift Supervision, if necessitated by

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developments following the date of the appraisal in, among other things, market conditions, our financial condition or operating results, regulatory guidelines or national or local economic conditions.

If, upon completion of the subscription offering, at least the minimum number of shares are subscribed for, RP Financial, after taking into account factors similar to those involved in its prior appraisal, will determine its estimate of our pro forma market value as of the close of the subscription offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 5,951,250 shares without any further notice to you.

No shares will be sold unless RP Financial confirms that, to the best of its knowledge and judgment, nothing of a material nature has occurred that would cause it to conclude that the actual total purchase price of the shares on an aggregate basis was materially incompatible with its appraisal. If, however, the facts do not justify that statement, the offering may be canceled, a new offering range and price per share set and new subscription, community and syndicated community offerings held. Under those circumstances, all funds would be promptly returned and all subscribers would be given the opportunity to place a new order. If the offering is terminated, all subscriptions will be cancelled and subscription funds will be returned promptly with interest, and holds on funds authorized for withdrawal from deposit accounts will be released or reduced. If RP Financial establishes a new valuation range, it must be approved by the Office of Thrift Supervision.

In formulating its appraisal, RP Financial relied upon the truthfulness, accuracy and completeness of all documents we furnished to it. RP Financial also considered financial and other information from regulatory agencies, other financial institutions and other public sources, as appropriate. While RP Financial believes this information to be reliable, RP Financial does not guarantee the accuracy or completeness of the information and did not independently verify the financial statements and other data provided by us or independently value our assets or liabilities. The appraisal is not intended to be, and must not be interpreted as, a recommendation of any kind as to the advisability of voting to approve the plan of reorganization and stock issuance or of purchasing shares of common stock. Moreover, because the appraisal must be based on many factors that change periodically, there is no assurance that purchasers of shares in the reorganization will be able to sell shares after the reorganization at prices at or above the purchase price.

Copies of the appraisal report of RP Financial, including any amendments to the report, and the detailed memorandum of the appraiser setting forth the method and assumptions for such appraisal are available for inspection at the corporate headquarters of Northeast Community Bank and the other locations specified under “Where You Can Find More Information.”

Delivery of Certificates

Certificates representing the common stock sold in the offering will be mailed by our transfer agent to the persons whose subscriptions or orders are filled at the addresses of such persons appearing on the stock order and certification form as soon as practicable following completion of the reorganization. We will hold certificates returned as undeliverable until claimed by the persons legally entitled to the certificates or otherwise disposed of in accordance with applicable law. Until certificates for common stock are available and delivered to subscribers, subscribers may not be able to sell their shares, even though trading of the common stock may have commenced.

Restrictions on Repurchase of Stock

Under Office of Thrift Supervision regulations, we may not, for a period of one year from the date of the completion of the reorganization, repurchase any of our common stock from any person, except (1) in an offer made to all stockholders to repurchase the common stock on a pro rata basis, approved by the Office of Thrift Supervision, (2) the repurchase of qualifying shares of a director, or (3) repurchases to fund restricted stock plans or tax-qualified employee stock benefit plans. Where extraordinary circumstances exist, the Office of Thrift Supervision may approve the open market repurchase of up to 5.0% of our common stock during the first year following the reorganization. To receive such approval, we must establish compelling and valid business purposes for the repurchase to the satisfaction of the Office of Thrift Supervision. Furthermore, repurchases of any common stock are

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prohibited if they would cause Northeast Community Bank’s regulatory capital to be reduced below the amount required under the regulatory capital requirements imposed by the Office of Thrift Supervision.

Restrictions on Transfer of Shares After the Reorganization Applicable to Officers and Directors

Common stock purchased in the reorganization will be freely transferable, except for shares purchased by our directors and executive officers.

Shares of common stock purchased by our directors and executive officers may not be sold for a period of one year following the reorganization, except upon the death of the stockholder or unless approved by the Office of Thrift Supervision. Shares purchased by these persons in the open market after the reorganization will be free of this restriction. Shares of common stock issued to directors and executive officers will bear a legend giving appropriate notice of the restriction and, in addition, we will give appropriate instructions to our transfer agent with respect to the restriction on transfers. Any shares issued to directors and executive officers as a stock dividend, stock split or otherwise with respect to restricted common stock will be similarly restricted.

Persons affiliated with Northeast Community Bank, including our directors and executive officers, received subscription rights based only on their deposits with Northeast Community Bank as account holders. Any purchases made by persons affiliated with Northeast Community Bank for the explicit purpose of meeting the minimum of the offering must be made for investment purposes only, and not with a view towards redistribution. Furthermore, as set forth above, Office of Thrift Supervision regulations restrict sales of common stock purchased in the offering by directors and executive officers for a period of one year following the reorganization.

Purchases of outstanding shares of Northeast Community Bancorp common stock by directors, officers, or any person who becomes an executive officer or director of Northeast Community Bank after adoption of the plan of reorganization and stock issuance, and their associates, during the three-year period following the reorganization may be made only through a broker or dealer registered with the Securities and Exchange Commission, except with the prior written approval of the Office of Thrift Supervision. This restriction does not apply, however, to negotiated transactions involving more than 1.0% of Northeast Community Bancorp’s outstanding common stock or to the purchase of stock under stock benefit plans.

Northeast Community Bancorp has filed a registration statement with the Securities and Exchange Commission under the Securities Act of 1933 for the registration of the common stock to be sold in the offering. This registration does not cover the resale of the shares. Shares of common stock purchased by persons who are not affiliates of Northeast Community Bancorp may be resold without registration. Shares purchased by an affiliate of Northeast Community Bancorp will have resale restrictions under Rule 144 of the Securities Act. If Northeast Community Bancorp meets the current public information requirements of Rule 144, each affiliate of Northeast Community Bancorp who complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of certain other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1.0% of the outstanding shares of Northeast Community Bancorp or the average weekly volume of trading in the shares during the preceding four calendar weeks. Northeast Community Bancorp may make future provision to permit affiliates to have their shares registered for sale under the Securities Act under certain circumstances.

Interpretation, Amendment and Termination

To the extent permitted by law, all interpretations by us of the plan of reorganization and stock issuance will be final; however, such interpretations have no binding effect on the Office of Thrift Supervision. The plan of reorganization and stock issuance provides that, if deemed necessary or desirable, we may substantively amend the plan of reorganization and stock issuance as a result of comments from regulatory authorities or otherwise.

Completion of the reorganization requires the sale of all shares of the common stock within 90 days following approval of the plan of reorganization and stock issuance by the Office of Thrift Supervision, unless an extension is granted by the Office of Thrift Supervision. If this condition is not satisfied, the plan of reorganization

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and stock issuance will be terminated and Northeast Community Bank will continue its business in the mutual form of organization. We may terminate the plan of reorganization and stock issuance at any time.

Restrictions on Acquisition of Northeast Community Bancorp

and Northeast Community Bank

General

The plan of reorganization and stock issuance provides that Northeast Community Bank will reorganize from a federally chartered savings bank into a federal mutual holding company structure and includes the adoption of a federal stock charter and bylaws for Northeast Community Bancorp. Certain provisions in the federal stock charter and bylaws of Northeast Community Bancorp may have anti-takeover effects. In addition, provisions in Northeast Community Bank’s charter and bylaws may also have anti-takeover effects. Finally, regulatory restrictions may also make it more difficult for persons or companies to acquire control of Northeast Community Bancorp and Northeast Community Bank.

Mutual Holding Company Structure

Following the reorganization, all of the issued and outstanding common stock of Northeast Community Bank will be owned by Northeast Community Bancorp. A majority of the issued and outstanding common stock of Northeast Community Bancorp will be owned by Northeast Community Bancorp, MHC. As a result, management of Northeast Community Bancorp, MHC will be able to exert voting control over Northeast Community Bancorp and Northeast Community Bank and will restrict the ability of the minority stockholders of Northeast Community Bancorp to effect a change of control of management. Northeast Community Bancorp, MHC, as long as it remains in the mutual form of organization, will control a majority of the voting stock of Northeast Community Bancorp.

The Stock Charter and Bylaws of Northeast Community Bancorp

Although the Board of Directors of Northeast Community Bancorp is not aware of any effort that might be made to obtain control of Northeast Community Bancorp after the reorganization, the Board of Directors believes it is appropriate to adopt certain provisions permitted by federal regulations that may have the effect of deterring a future takeover attempt that is not approved by Northeast Community Bancorp’s Board of Directors. The following description of these provisions is only a summary and does not provide all of the information contained in Northeast Community Bancorp’s charter and bylaws. See “Additional Information” for where to obtain a copy of these documents.

Beneficial Ownership Limitation. Northeast Community Bancorp’s charter provides that, for a period of five years from the date of the reorganization, no person, other than Northeast Community Bancorp, MHC may acquire directly or indirectly the beneficial ownership of more than 10.0% of any class of any equity security of Northeast Community Bancorp. In the event a person acquires shares in violation of this provision, all shares beneficially owned by such person in excess of 10.0% will be considered “excess shares” and will not be counted as shares entitled to vote or counted as voting shares in connection with any matters submitted to the stockholders for a vote. This provision does not apply to a transaction in which Northeast Community Bancorp fully converts from the mutual holding company form of organization.

Board of Directors

Classified Board. Northeast Community Bancorp’s board of directors is divided into three classes as nearly as equal in number as possible. The stockholders elect one class of directors each year for a term of three years. The classified board makes it more difficult and time consuming for a stockholder group to fully use its voting power to gain control of the board of directors without the consent of the incumbent board of directors of Northeast Community Bancorp.

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Filling of Vacancies; Removal. The bylaws provide that any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of directors, may be filled by a vote of a majority of the remaining directors although less than a quorum of the board of directors then in office. A person elected to fill a vacancy on the board of directors will serve until the next election of directors by the stockholders. Our bylaws provide that a director may be removed from the board of directors prior to the expiration of his or her term only for cause and only upon the vote of a majority of the outstanding shares of voting stock. These provisions make it more difficult for stockholders to remove directors and replace them with their own nominees.

Elimination of Cumulative Voting. The charter of Northeast Community Bancorp provides that no shares will be entitled to cumulative voting. The elimination of cumulative voting makes it more difficult for a stockholder group to elect a director nominee.

Stockholder Action by Written Consent; Special Meetings of Stockholders. Northeast Community Bancorp’s stockholders must act only through an annual or special meeting or by unanimous written consent. The bylaws provide that the chairman of the board of directors, the president or a majority of the board of directors or holders of 10.0% or more of our outstanding shares may request the calling of a special meeting. The provisions of our charter and bylaws limiting stockholder action by written consent and calling of special meetings of stockholders may have the effect of delaying consideration of a stockholder proposal until the next annual meeting, unless a special meeting is called in accordance with the provisions of the bylaws. These provisions also would prevent the holders of a majority of common stock from unilaterally using the written consent procedure to take stockholder action.

Advance Notice Provisions for Stockholder Nominations and Proposals. Northeast Community Bancorp’s bylaws establish an advance notice procedure for stockholders to nominate directors or bring other business before an annual meeting of stockholders. Advance notice of nominations or proposed business by stockholders gives the board of directors time to consider the qualifications of the proposed nominees, the merits of the proposals and, to the extent deemed necessary or desirable by the board of directors, to inform stockholders and make recommendations about those matters.

Stockholder Nominations. A person may not be nominated for election as a director unless that person is nominated by or at the direction of the board of directors or by a stockholder who has given appropriate notice to Northeast Community Bancorp before the meeting. Stockholder nominations must be in writing and delivered to the Secretary of Northeast Community Bancorp at least 30 days before the date of the annual meeting, provided however, that if less than 40 days notice or prior public disclosure of the date of the meeting is given or made, notice by a stockholder of his or her intention to nominate a director must be received not later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure of the annual meeting was made.

Stockholder Proposals. A stockholder may not bring new business before an annual meeting unless the stockholder has given Northeast Community Bancorp appropriate notice of its intention to bring that business before the meeting. A stockholder may propose new business at an annual meeting or special meeting, however, such business must be approved by the board of directors and stated in writing and filed with Northeast Community Bancorp’s Secretary at least 30 days before the date of the annual meeting, provided however, that when public notice of the date of the annual meeting is less than 40 days, notice by the stockholder of a proposal must not be received later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was made to the public. Additionally, if such proposal is not presented, in writing, to Northeast Community Bancorp’s Secretary at least 30 days before such meeting, such nomination or proposal shall be laid over for action at an adjourned, special or annual meeting taking place 30 days or more thereafter. A stockholder who desires to raise new business must provide certain information to Northeast Community Bancorp concerning the nature of the new business, the stockholder and the stockholder’s interest in the business matter.

Authorized but Unissued Shares of Capital Stock. Following the reorganization, we will have authorized but unissued shares of common and preferred stock. Northeast Community Bancorp’s charter authorizes the board of directors to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms and rights of the series, including voting rights, conversion rates, and liquidation preferences.

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Although such shares of common and preferred stock could be issued by the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, it is anticipated that such uses will be unlikely given that Northeast Community Bancorp, MHC must always own a majority of our common stock.

Regulatory Restrictions

Office of Thrift Supervision Regulations. Office of Thrift Supervision regulations provide that for a period of three years following the date of the completion of the reorganization, no person, acting singly or together with associates in a group of persons acting in concert, will directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10.0% of a class of our equity securities without the prior written approval of the Office of Thrift Supervision. Where any person, directly or indirectly, acquires beneficial ownership of more than 10.0% of a class of Northeast Community Bancorp’s equity securities without the prior written approval of the Office of Thrift Supervision, the securities beneficially owned by such person in excess of 10.0% will not be voted by any person or counted as voting shares in connection with any matter submitted to the stockholders for a vote, and will not be counted as outstanding for purposes of determining the affirmative vote necessary to approve any matter submitted to the stockholders for a vote.

Restrictions on Remutualization Transactions. Current Office of Thrift Supervision regulations permit a mutual holding company to be acquired by a mutual institution in a remutualization transaction. However, in June 2003 the Office of Thrift Supervision issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity and raising issues concerning the effect on the mutual members of the acquiring entity. Under certain circumstances, the Office of Thrift Supervision intends to give these issues special scrutiny and reject applications providing for the remutualization of a mutual holding company unless the applicant can clearly demonstrate that the Office of Thrift Supervision’s concerns are not warranted in the particular case. The Office of Thrift Supervision will require empirical data that demonstrates that the minority stockholders are receiving a reasonable value in proportion to their interest in the company. If any of the pricing parameters specified by the Office of Thrift Supervision are exceeded, the Office of Thrift Supervision will consider requiring that the transaction be approved by a majority of the votes eligible to be cast by the members of the acquiring mutual and the target mutual holding company without the use of running proxies.

Since the Office of Thrift Supervision policy on remutualization transactions was issued, there has been only one such transaction announced. It is likely that the pricing parameters imposed by the Office of Thrift Supervision policy will make remutualization transactions less attractive to mutual holding companies.

Change in Bank Control Act. The acquisition of 10.0% or more of our outstanding common stock may trigger the provisions of the Change in Bank Control Act. The Office of Thrift Supervision has also adopted a regulation under the Change in Bank Control Act which generally requires persons who at any time intend to acquire control of a federally chartered savings association or its holding company to provide 60 days prior written notice and certain financial and other information to the Office of Thrift Supervision.

The 60-day notice period does not commence until the information is deemed to be substantially complete. Control for these purposes exists in situations in which the acquiring party has voting control of at least 25.0% of any class of our voting stock or the power to direct our management or policies. However, under Office of Thrift Supervision regulations, control is presumed to exist where the acquiring party has voting control of at least 10.0% of any class of our voting securities if specified “control factors” are present. The statute and underlying regulations authorize the Office of Thrift Supervision to disapprove a proposed acquisition on certain specified grounds.

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Description of Northeast Community Bancorp Capital Stock

The common stock of Northeast Community Bancorp will represent nonwithdrawable capital, will not be an account of any type, and will not be insured by the Federal Deposit Insurance Corporation or any other government agency.

General

Northeast Community Bancorp is authorized to issue 19,000,000 shares of common stock having a par value of $.01 per share and 1,000,000 shares of preferred stock having a par value of $.01 per share. Each share of Northeast Community Bancorp’s common stock will have the same relative rights as, and will be identical in all respects with, each other share of common stock. Upon payment of the purchase price for the common stock, as required by the plan of reorganization and stock issuance, all stock will be duly authorized, fully paid and nonassessable. Northeast Community Bancorp will not issue any shares of preferred stock in the reorganization.

Common Stock

Dividends. Northeast Community Bancorp can pay dividends if, as and when declared by its Board of Directors. The payment of dividends by Northeast Community Bancorp is limited by law and applicable regulation. See “Our Dividend Policy.” The holders of common stock of Northeast Community Bancorp will be entitled to receive and share equally in dividends declared by the Board of Directors of Northeast Community Bancorp. If Northeast Community Bancorp issues preferred stock, the holders of the preferred stock may have a priority over the holders of the common stock with respect to dividends.

Voting Rights. After the reorganization, the holders of common stock of Northeast Community Bancorp will possess exclusive voting rights in Northeast Community Bancorp. They will elect Northeast Community Bancorp’s Board of Directors and act on other matters as are required to be presented to them under federal law or as are otherwise presented to them by the Board of Directors. Except as discussed in “Restrictions on Acquisition of Northeast Community Bancorp and Northeast Community Bank,” each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. If Northeast Community Bancorp issues preferred stock, holders of Northeast Community Bancorp preferred stock may also possess voting rights.

Liquidation. In the unlikely event of any liquidation, dissolution or winding up of Northeast Community Bank, Northeast Community Bancorp, as the sole holder of Northeast Community Bank’s capital stock, would be entitled to receive all of Northeast Community Bank’s assets available for distribution after payment or provision for payment of all debts and liabilities of Northeast Community Bank, including all deposit accounts and accrued interest. Upon liquidation, dissolution or winding up of Northeast Community Bancorp, the holders of its common stock would be entitled to receive all of the assets of Northeast Community Bancorp available for distribution after payment or provision for payment of all its debts and liabilities. If Northeast Community Bancorp issues preferred stock, the preferred stock holders may have a priority over the holders of the common stock upon liquidation or dissolution.

Preemptive Rights; Redemption. Holders of the common stock of Northeast Community Bancorp will not be entitled to preemptive rights with respect to any shares that may be issued. The common stock cannot be redeemed.

Preferred Stock

Northeast Community Bancorp will not issue any preferred stock in the reorganization and it has no current plans to issue any preferred stock after the reorganization. Preferred stock may be issued with designations, powers, preferences and rights as the Board of Directors may from time to time determine. The Board of Directors can, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights that

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could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control.

Transfer Agent and Registrar

The transfer agent and registrar for Northeast Community Bancorp’s common stock will be Registrar and Transfer Company, Cranford, New Jersey.

Registration Requirements

Northeast Community Bancorp has registered its common stock with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934, as amended, and will not deregister its common stock for a period of at least three years following the reorganization. As a result of registration, the proxy and tender offer rules, insider trading reporting and restrictions, annual and periodic reporting and other requirements of that statute will apply.

Legal and Tax Opinions

The legality of the common stock has been passed upon for us by Muldoon Murphy & Aguggia LLP, Washington, DC. The federal tax consequences of the reorganization have been opined upon by Muldoon Murphy & Aguggia LLP and the state tax consequences of the reorganization have been opined upon by Beard Miller Company LLP. Muldoon Murphy & Aguggia LLP and Beard Miller Company LLP have consented to the references to their opinions in this prospectus. Certain legal matters will be passed upon for Sandler O’Neill & Partners, L.P. by Luse Gorman Pomerenk & Schick, P.C.

Experts

The financial statements as of December 31, 2005 and for the year then ended included in this prospectus and in the registration statement have been audited by Beard Miller Company LLP, an independent registered accounting firm, as stated in its report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion) and have been so included in reliance on the report of such firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements as of December 31, 2004 and for each of the two years in the period ended December 31, 2004 included in this prospectus and registration statement have been audited by Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C., an independent accounting firm, and have been so included in reliance on the report of Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C., as stated in its report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion) and given on the authority of said firm as experts in auditing and accounting.

RP Financial has consented to the summary in this prospectus of its report to Northeast Community Bank setting forth its opinion as to the estimated pro forma market value of Northeast Community Bancorp and Northeast Community Bank, as converted, and to the use of its name and statements with respect to it appearing in this prospectus.

Change in Accountants

Prior to this offering, the financial statements of Northeast Community Bank were audited by Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C. In connection with this offering and the filing of the registration statement, on January 6, 2006, Northeast Community Bank dismissed Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C. and engaged Beard Miller Company LLP to audit the financial statements of Northeast Community Bank as of and for the year ended December 31, 2005, included in this prospectus and in the registration statement.

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Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C. is not a registered accounting firm with the Public Company Accounting Oversight Board and, therefore, cannot audit the financial statements of a public company. Northeast Community Bancorp was not a public company at the time Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C. audited its 2004 financial statements and those issued prior thereto and therefore was not subject to regulations of the Securities and Exchange Commission. Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C.’s report on the financial statements of Northeast Community Bank for the years ended December 31, 2004 and December 31, 2003 did not contain an adverse opinion or disclaimer of opinion, and has not been modified as to uncertainty, audit scope or accounting principles. The engagement of Beard Miller Company LLP, which was required by the need for Northeast Community Bank to comply with the Securities and Exchange Commission regulations for public companies, was approved by the board of directors.

There has not been any disagreement between Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C. and Northeast Community Bank with respect to the financial statements for 2004 or 2003 or during the subsequent interim period through the date of the dismissal, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C., would have caused it to make a reference to the subject matter of the disagreement in connection with its reports.

Where You Can Find More Information

Northeast Community Bancorp has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, that registers the common stock offered in the reorganization. The registration statement, including the exhibits, contains additional relevant information about us and our common stock. The rules and regulations of the Securities and Exchange Commission allow us to omit certain information included in the registration statement from this prospectus. You may read and copy the registration statement at the Securities and Exchange Commission public reference room at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Securities and Exchange Commission’s public reference rooms. The registration statement also is available to the public from commercial document retrieval services and at the Internet World Wide Website maintained by the Securities and Exchange Commission at “http://www.sec.gov.”

Northeast Community Bank has filed applications for approval of the mutual holding company reorganization and the stock issuance with the Office of Thrift Supervision, which includes proxy materials for Northeast Community Bank’s special meeting of members and certain other information. This prospectus omits certain information contained in the applications. The applications may be inspected, without charge, at the offices of the Office of Thrift Supervision, 1700 G Street, NW, Washington, DC 20552 and at the offices of the Regional Director of the Office of Thrift Supervision at the Northeast Regional Office of the Office of Thrift Supervision, Harborside Financial Center Plaza Five, Suite 1600, Jersey City, New Jersey 07311.

A copy of the plan of reorganization and stock issuance and Northeast Community Bancorp’s charter and bylaws are available without charge from Northeast Community Bank.

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Index to Financial Statements of

Northeast Community Bank

	Page
Report of Independent Registered Public Accounting Firm	F-1
Independent Auditors’ Report	F-2
Statements of Financial Condition as of December 31, 2005 and 2004	F-3
Statements of Income for the Years Ended December 31, 2005, 2004 and 2003	F-4
Statements of Retained Earnings for the Years Ended December 31, 2005, 2004 and 2003	F-5
Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003	F-6
Notes to Financial Statements	F-7

* * *

All schedules are omitted as the required information either is not applicable or is included in the financial statements or related notes.

Separate financial statements for Northeast Community Bancorp have not been included in this prospectus because Northeast Community Bancorp, which has engaged only in organizational activities to date, has no significant assets, contingent or other liabilities, revenues or expenses.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Northeast Community Bank

White Plains, New York

We have audited the accompanying statement of financial condition of Northeast Community Bank (the “Bank”) as of December 31, 2005, and the related statements of income, retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Northeast Community Bank as of December 31, 2004 and for the years ended December 31, 2004 and 2003, were audited by other auditors whose report, dated February 23, 2005, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Bank is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 2005 financial statements referred to above present fairly, in all material respects, the financial position of Northeast Community Bank as of December 31, 2005, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Beard Miller Company LLP

Pine Brook, New Jersey

February 17, 2006, except for Note 15 as to which the date is February 23, 2006

F-1

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors

Fourth Federal Savings Bank

White Plains, New York

We have audited the accompanying statements of financial condition of Fourth Federal Savings Bank as of December 31, 2004, and 2003, and the related statements of income and comprehensive income, changes in net worth, and cash flows for the years then ended. These financial statements are the responsibility of Fourth Federal Savings Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fourth Federal Savings Bank as of December 31, 2004, and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Sperry, Cuono, Holgate & Churchill, CPA’s P.C.

Lake Katrine, New York

February 23, 2005

F-2

NORTHEAST COMMUNITY BANK

STATEMENTS OF FINANCIAL CONDITION

	December 31,
	2005		2004
	(In Thousands)
ASSETS
Cash and amounts due from depository institutions	$	2,929	$	2,372
Interest-bearing deposits		24,460		48,632
Cash and Cash Equivalents		27,389		51,004
Securities available for sale		362		473
Securities held to maturity		12,228		11,395
Loans receivable, net of allowance for loan losses 2005 $1,200; 2004 $1,200		190,896		167,690
Premises and equipment, net		5,002		5,488
Federal Home Loan Bank of New York stock, at cost		357		1,356
Accrued interest receivable		1,003		878
Other assets		1,584		1,236
Total Assets	$	238,821	$	239,520
LIABILITIES AND RETAINED EARNINGS
LIABILITIES
Deposits:
Non-interest bearing	$	1,499	$	1,979
Interest bearing		191,815		191,638
Total Deposits		193,314		193,617
Advance payments by borrowers for taxes and insurance		1,703		1,800
Accounts payable and accrued expenses		684		2,957
Total Liabilities		195,701		198,374
RETAINED EARNINGS
Retained earnings		43,089		41,099
Accumulated comprehensive income		31		47
Total Retained Earnings		43,120		41,146
Total Liabilities and Retained Earnings	$	238,821	$	239,520

See notes to financial statements.

F-3

NORTHEAST COMMUNITY BANK

STATEMENTS OF INCOME

	Years Ended December 31,
	2005			2004			2003
	(In Thousands)
INTEREST INCOME
Loans	$	11,254		$	10,976		$	12,510
Interest-earning deposits		1,169			628			471
Securities		496			372			504
Total Interest Income		12,919			11,976			13,485
INTEREST EXPENSE
Deposits		3,110			2,494			2,611
Borrowed money		—			—			9
Total Interest Expense		3,110			2,494			2,620
Net Interest Income before Provision for Loan Losses		9,809			9,482			10,865
PROVISION FOR LOAN LOSSES		—			—			—
Net Interest Income after Provision for Loan Losses		9,809			9,482			10,865
NON-INTEREST INCOME
Other loan fees and service charges		1,252			1,435			1,524
Net loss from fixed assets		(19	)		(136	)		(52	)
Other		34			33			47
Total Non-Interest Income		1,267			1,332			1,519
NON-INTEREST EXPENSES
Salaries and employee benefits		4,136			4,201			3,793
Net occupancy expense of premises		817			917			833
Equipment		390			525			515
Outside data processing		556			523			476
Advertising		82			85			126
Other		1,534			1,827			1,657
Total Non-Interest Expenses		7,515			8,078			7,400
Income before Income Taxes		3,561			2,736			4,984
INCOME TAXES		1,571			1,173			2,592
Net Income	$	1,990		$	1,563		$	2,392

See notes to financial statements.

F-4

NORTHEAST COMMUNITY BANK

STATEMENTS OF RETAINED EARNINGS

Years Ended December 31, 2005, 2004 and 2003

	Retained Earnings		Accumulated Comprehensive Income			Total
	(In Thousands)
BALANCE - DECEMBER 31, 2002	$	37,144	$	48		$	37,192
Comprehensive income:
Net income		2,392		—			2,392
Unrealized gain on securities available for sale, net of deferred income taxes of $(2)		—		5			5
Total Comprehensive Income							2,397
BALANCE - DECEMBER 31, 2003		39,536		53			39,589
Comprehensive income:
Net income		1,563		—			1,563
Unrealized loss on securities available for sale, net of deferred income taxes of $2		—		(6	)		(6	)
Total Comprehensive Income							1,557
BALANCE - DECEMBER 31, 2004		41,099		47			41,146
Comprehensive income:
Net income		1,990		—			1,990
Unrealized loss on securities available for sale, net of deferred income taxes of $(14)		—		(16	)		(16	)
Total Comprehensive Income							1,974
BALANCE - DECEMBER 31, 2005	$	43,089	$	31		$	43,120

See notes to financial statements.

F-5

NORTHEAST COMMUNITY BANK

STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2005			2004			2003
	(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,990		$	1,563		$	2,392
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization (accretion) of securities premiums and discounts, net		13			9			(52	)
Provision for depreciation		574			621			588
Amortization (accretion) of deferred loan discounts, fees and costs, net		(81	)		28			15
Deferred income tax expense (benefit)		(188	)		(116	)		282
Loss from sale of premises and equipment		19			136			52
(Increase) decrease in accrued interest receivable		(125	)		2			217
(Increase) decrease in other assets		(144	)		(159	)		915
(Decrease) in accrued interest payable		(1	)		(4	)		(17	)
Increase (decrease) in other liabilities		(2,273	)		2,105			(46	)
Net Cash Provided by (Used in) Operating Activities		(216	)		4,185			4,346
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of participation interests in loans		—			—			3,097
Net (increase) decrease in loans		(23,125	)		(13,172	)		10,411
Purchase of securities held to maturity		(3,874	)		(4,775	)		(4,830	)
Proceeds from principal repayments on securities available for sale		79			170			331
Proceeds from principal repayments on securities held to maturity		3,028			2,823			3,985
Purchase of Federal Home Loan of New York stock		(123	)		—			—
Proceeds of redemptions of Federal Home Loan Bank of New York stock		1,122			182			168
Purchases of premises and equipment		(156	)		(333	)		(882	)
Proceeds from sale of fixed assets		49			4			57
Net Cash Provided by (Used in) Investing Activities		(23,000	)		(15,101	)		12,337
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits		(302	)		3,583			(3,347	)
Increase (decrease) in advance payments by borrowers for taxes and insurance		(97	)		513			(629	)
Repayments of Federal Home Loan Bank of New York advances		—			—			(900	)
Net Cash Provided by (Used in) Financing Activities		(399	)		4,096			(4,876	)
Net Increase (Decrease) in Cash and Cash Equivalents		(23,615	)		(6,820	)		11,807
CASH AND CASH EQUIVALENTS - BEGINNING		51,004			57,824			46,017
CASH AND CASH EQUIVALENTS - ENDING	$	27,389		$	51,004		$	57,824
SUPPLEMENTARY CASH FLOWS INFORMATION
Income taxes paid	$	1,436		$	1,541		$	2,879
Interest paid	$	3,111		$	2,498		$	2,637

See notes to financial statements.

F-6

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a description of the Northeast Community Bank’s business and its significant accounting and reporting policies:

Nature of Business and Significant Estimates

Northeast Community Bank (the “Bank”) is principally engaged in the business of attracting deposits and investing those funds into mortgage loans. When demand for loans is low, the Bank invests in debt securities. Currently, the Bank conducts banking operations in the New York City area. The Bank also has a Loan Production Office in the Boston, Massachusetts area. Prior to a name change effective February 15, 2006, the Bank was known as Fourth Federal Savings Bank. The change in name had no effect on the operations of the Bank.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect certain recorded amounts and disclosures. Accordingly, actual results could differ from those estimates.

The most significant estimate pertains to the allowance for loan losses. The borrowers ability to meet contractual obligations and collateral value are the most significant assumptions used to arrive at the estimate. The risks associated with such estimates arise when unforeseen conditions affect the borrowers ability to meet the contractual obligations of the loan and result in a decline in the value of the supporting collateral. Such unforeseen changes may have an adverse effect on the financial position of the Bank.

Additionally, the Bank is exposed to significant changes in market interest rates. Such changes could have an adverse effect on the earning capacity and financial position of the Bank, particularly in those situations in which the maturities or repricing of assets are different than the maturities or repricing of the supporting liabilities.

Cash and Cash Equivalents

Cash and cash equivalents include cash and amounts due from depository institutions and interest-bearing deposits in other banks, all with original maturities of three months or less.

Securities

The Bank utilizes Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. SFAS No. 115 requires financial institutions to classify their securities among three categories: held to maturity, trading securities, and available for sale. Management determines the appropriate classification at the time of purchase. Held to maturity securities are those debt securities which management has the intent and the Bank has the ability to hold to maturity and are reported at amortized cost (unless value is permanently impaired). Trading securities are those debt and equity securities which are bought and held principally for the purpose of selling them in the near term and are reported at fair value, with unrealized gains and losses included in earnings. Available for sale securities are those debt and equity securities which are neither held to maturity securities nor trading securities and are reported at fair value, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of retained earnings. The Bank does not have trading securities in its portfolio.

F-7

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Securities (Continued)

Individual securities are considered impaired when fair value is less than amortized cost. Management evaluates on a monthly basis whether any securities are other-than-temporarily impaired. In making this determination, we consider the extent and duration for the impairment, the nature and financial health of the issuer, other factors relevant to specific securities, and our ability and intent to hold securities for a period of time sufficient to allow for any anticipated recovery in market value. If a security is determined to be other-than-temporarily impaired, an impairment loss is charged to operations.

Premiums and discounts on all securities are amortized/accreted to maturity by use of the level-yield method. Gain or loss on sales of securities is based on the specific identification method.

Loans and Allowance for Loan Losses

An allowance for loan losses is maintained at a level that represents management’s best estimate of losses known and inherent in the loan portfolio that are both probably and reasonable to estimate. The allowance is decreased by loan charge-offs, increased by subsequent recoveries of loans previously charged off, and then adjusted, via either a charge or credit to operations, to an amount determined by management to be necessary. Loans or portions thereof, are charged off when, after collection efforts are exhausted, they are determined to be uncollectible. Management of the Bank, in determining the allowance for loan losses, considers the losses inherent in its loan portfolio and changes in the nature and volume inherent in its loan activities, along with the general economic and real estate market conditions. The Bank utilizes a two tier approach: (1) identification of impaired loans and establishment of specific loss allowances on such loans; and (2) establishment of general valuation allowances on the remainder of its loan portfolio. The Bank maintains a loan review system which allows for a periodic review of its loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type of collateral and financial condition of the borrowers. Specific loan loss allowances are established for identified loans based on a review of such information and/or appraisals of the underlying collateral. General loan losses are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions and management’s judgment. Although management believes that specific and general loan losses are established in accordance with management’s best estimate, actual losses are dependent upon future events and, as such, further additions to the level of loan loss allowances may be necessary.

A loan evaluated for impairment is deemed to be impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans identified as impaired are evaluated independently. The Bank does not aggregate such loans for evaluation purposes. Payments reviewed on impaired loans are applied first to interest receivable and then to principal.

Loan Origination Fees and Discounts

Loan origination fees in excess of the cost of originating the loan are deferred. Deferred fees are amortized into income over the contractual life of the related loans by use of the straight-line method which is not materially different than the level yield method.

Discounts on loans and mortgage-backed securities purchased which are probable of collection are recognized as income by the use of the straight-line method over the estimated life of the security period which is not materially different from the level yield method.

F-8

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Loan Interest and the Allowance for Uncollected Interest

Interest on loans receivable is recorded on the accrual basis. An allowance for uncollected interest is established on loans where management has determined that the borrowers may be unable to meet contractual principal and/or interest obligations or where interest or principal is 90 days or more past due, unless the loans are well secured and in the process of collection. When a loan is placed on nonaccrual, a reserve for uncollected interest is established and charged against current income. Thereafter, interest income is not recognized unless the financial condition and payment record of the borrower warrant the recognition of interest income. Interest on loans that have been restructured is accrued according to the renegotiated terms.

Concentration of Risk

The Bank’s lending activity is concentrated in loans secured by multi-family and commercial real estate located primarily in the Northeast and Mid-Atlantic regions of the United States. The Bank also had deposits in excess of the FDIC insurance limit at other financial institutions.

Premises and Equipment

Land is stated at cost. Premises and equipment are stated at cost less accumulated depreciation, computed on the straight-line method over estimated useful lives. Leasehold improvements are amortized over the shorter of the lives of the improvements or the terms of the leases on a straight-line basis. Maintenance and repairs are charged to operations in the years incurred.

Real Estate Owned

Real estate properties acquired through loan foreclosure are recorded at the lower of cost or estimated fair value less costs to dispose at time of foreclosure with any writedown charged against the allowance for loan losses.

Subsequent valuations are periodically performed by management and the carrying value is adjusted by a charge to expense to reflect any subsequent declines in the estimated fair value. Routine holding costs are charged to expense as incurred and improvements to real estate owned that enhance its value are capitalized.

Income Taxes

Federal, state and local taxes have been provided on the basis of the reported income. The amounts reflected on the Bank’s tax returns differ from the Bank’s books due principally to temporary differences in the reporting of provision for loan losses, deferred origination fees and depreciation.

The Bank uses the asset and liability method of SFAS No. 109 “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using current rates. The effect on deferred taxes of a change in tax rates is recognized in income in the period the change occurs.

F-9

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising Costs

Advertising costs are expensed as incurred. The direct response advertising conducted by the Bank is immaterial and has not been capitalized. Advertising costs are included in “non-interest expenses” on the Statements of Income.

Other Comprehensive Income

The Bank records unrealized gains and losses, net of deferred income taxes, on available for sale securities in accumulated other comprehensive income. Realized gains and losses, if any, are reclassified to non-interest income upon the sale of the related securities or upon the recognition of an impairment loss. The Bank has elected to report the effects of other comprehensive income in the statements of retained earnings.

Interest Rate Risk

The Bank is principally engaged in the business of attracting deposits from the general public and using these deposits, together with other funds, to purchase securities and to make loans secured by real estate. The potential for interest-rate risk exists as a result of the generally shorter duration of interest-sensitive liabilities compared to the generally longer duration of interest-sensitive assets. In the rising rate environment, liabilities will reprice faster than assets, thereby reducing net interest income. For this reason, management regularly monitors the maturity structure of the Bank’s assets and liabilities in order to measure its level of interest-rate risk and to plan for future volatility.

Reclassification

Certain amounts for prior period have been reclassified to conform to the current year’s presentation.

NOTE 2 - REGULATORY MATTERS

The Bank is required to maintain certain levels of capital in accordance with the Financial Institutions Reform, Recovery and Enforcement Act (FIRREA) and Office of Thrift Supervision (OTS) regulations. Under these capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.

Under the OTS regulations, the Bank must have: (1) tangible capital equal to 1.5% of tangible assets, (2) core capital equal to 3% of tangible assets, and (3) total (risk-based) capital equal to 8% of risk-weighted assets. Tangible capital consists generally of retained earnings less most intangible assets. Core capital consists of tangible plus certain intangible assets such as qualifying purchased mortgage servicing rights. Risk-based capital consists of core capital plus the general allowance for loan losses.

Under the prompt corrective action rule issued by the federal banking authorities, an institution must have a leverage ratio of 4% or greater, a tier 1 capital ratio of 4% or greater and a risk-based capital ratio of 8% or greater in order to be considered adequately capitalized. The Bank is in compliance with these requirements at December 31, 2005.

F-10

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - REGULATORY MATTERS (CONTINUED)

The following tables present a reconciliation of capital per generally accepted accounting principles (“GAAP”) and regulatory capital and information about the Bank’s capital levels at the dates presented:

	December 31,
	2005			2004
	(In Thousands)
GAAP capital	$	43,120		$	41,146
Less: Unrealized gain on securities available for sale		(31	)		(47	)
Disallowed deferred tax assets		(467	)		(352	)
Core and Tangible Capital		42,622			40,747
Add: General valuation allowances		1,200			1,200
	$	43,822		$	41,947

	Actual				For Capital Adequacy Purposes					To be Well Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
As of December 31, 2005:
Total capital (to risk-weighted assets)	$	43,822	33.08	%	$	³10,597	³	8.00	%	$	³13,247	³	10.00	%
Tier 1 capital (to risk-weighted assets)		42,622	32.18		³	—	³	—		³	7,948	³	6.00
Core (Tier 1) capital (to adjusted total assets		42,622	17.92		³	7,134	³	3.00		³	11,890	³	5.00
Tangible capital (to adjusted total assets)		42,622	17.92		³	3,567	³	1.50		³	—	³	—
As of December 31, 2004:
Total capital (to risk-weighted assets)	$	41,947	35.71	%	$	³9,397	³	8.00	%	$	³11,746	³	10.00	%
Tier 1 capital (to risk-weighted assets)		40,747	34.69		³	—	³	—		³	7,048	³	6.00
Core (Tier 1) capital (to adjusted total assets)		40,747	17.02		³	7,181	³	3.00		³	11,968	³	5.00
Tangible capital (to adjusted total assets)		40,747	17.02		³	3,591	³	1.50		³	—	³	—

On April 4, 2005, the most recent notification by the OTS, the Bank was categorized as well capitalized as of December 31, 2004, under the regulatory framework for prompt corrective action. There have been no conditions existing or events that have occurred since notification that management believes have changed the Bank’s category.

F-11

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - REGULATORY MATTERS (CONTINUED)

The Bank’s management believes that, with respect to regulations under FIRREA, the Bank will continue to meet its minimum capital requirements in the foreseeable future. However, events beyond the control of the Bank, such as increased interest rates or a downturn in the economy in areas where the Bank has most of its loans, could adversely affect future earnings and, consequently, the ability of the Bank to meet its future minimum capital requirements.

NOTE 3 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statements of financial position.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

	December 31,
	2005		2004
	(In Thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	13,221	$	8,005
Commitments to fund unused lines of credit:
Commercial lines		3,537		3,460
Consumer lines		246		262
	$	17,004	$	11,727

Commitments to extend credit are legally binding agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The amount of collateral obtained, if deemed necessary by the Bank, is based on management’s credit evaluation of the borrower.

F-12

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - SECURITIES AVAILABLE FOR SALE

	December 31, 2005
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value
	(In Thousands)
Federal National Mortgage Association common stock	$	4	$	54	$	—	$	58
Mortgage-backed and asset-backed securities:
Federal Home Loan Mortgage Corporation		208		2		—		210
Federal National Mortgage Association		88		—		—		88
Collateralized Mortgage Obligations		6		—		—		6
		302		2		—		304
	$	306	$	56	$	—	$	362
	December 31, 2004
Federal National Mortgage Association common stock	$	4	$	82	$	—	$	86
Mortgage-backed and asset-backed securities:
Federal Home Loan Mortgage Corporation		255		4		—		259
Federal National Mortgage Association		105		2		—		107
Collateralized Mortgage Obligations		21		—		—		21
		381		6		—		387
	$	385	$	88	$	—	$	473

There were no sales of securities available for sale during the years ended December 31, 2005, 2004 and 2003.

F-13

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - SECURITIES AVAILABLE FOR SALE (CONTINUED)

Contractual maturities of mortgage-backed and asset-backed securities were as follows:

	December 31,
	2005				2004
	Amortized Cost		Carrying Value		Amortized Cost		Carrying Value
	(In Thousands)
Due after one but within five years	$	6	$	6	$	21	$	21
Due after ten years		296		298		360		366
	$	302	$	304	$	381	$	387

The maturities of amortized cost and estimated fair value shown above are based upon contractual maturity. Actual maturities will differ from contractual maturities due to scheduled monthly repayments and due to the underlying borrowers having the right to prepay their obligations.

NOTE 5 - SECURITIES HELD TO MATURITY

	December 31, 2005
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In Thousands)
U.S. Government (including Agencies) maturing:
Within one year	$	3,000	$	—	$	23	$	2,977
After one but within five years		1,999		—		26		1,973
		4,999		—		49		4,950
Mortgage-backed and asset-backed securities:
Government National Mortgage Association		3,389		7		35		3,361
Federal Home Loan Mortgage Corporation		1,928		20		2		1,946
Federal National Mortgage Association		1,522		17		5		1,534
Collateralized Mortgage Obligations		373		3		2		374
Private Pass-through Securities		17		—		—		17
		7,229		47		44		7,232
	$	12,228	$	47	$	93	$	12,182

F-14

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 5 - SECURITIES HELD TO MATURITY (CONTINUED)

	December 31, 2004
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In Thousands)
U.S. Government (including Agencies) maturing:
After one but within five years	$	1,000	$	—	$	3	$	997
After five years		1,000		—		4		996
		2,000		—		7		1,993
Mortgage-backed and asset-backed securities:
Government National Mortgage Association		5,122		37		11		5,148
Federal Home Loan Mortgage Corporation		2,634		29		10		2,653
Federal National Mortgage Association		1,021		18		2		1,037
Collateralized Mortgage Obligations		594		8		1		601
Private Pass-through Securities		24		—		—		24
		9,395		92		24		9,463
	$	11,395	$	92	$	31	$	11,456

There were no sales of securities held to maturity during the years ended December 31, 2005, 2004 and 2003.

Contractual maturities of mortgage-backed and asset-backed securities were as follows:

	December 31,
	2005				2004
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In Thousands)
Due within one year	$	5	$	5
Due after one but within five years		478		484	$	758	$	778
Due after five but within ten years		59		60		77		78
Due after ten years		6,687		6,683		8,560		8,607
	$	7,229	$	7,232	$	9,395	$	9,463

The maturities of amortized cost and estimated fair value shown above are based upon contractual maturity. Actual maturities will differ from contractual maturities due to scheduled monthly repayments and due to the underlying borrowers having the right to prepay their obligations.

F-15

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 5 - SECURITIES HELD TO MATURITY (CONTINUED)

The age of unrealized losses and the fair value of related securities held to maturity were as follows:

	Less than 12 Months				12 Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
December 31, 2005:
U. S. Government (including Agencies)	$	2,980	$	19	$	1,970	$	30	$	4,950	$	49
Mortgage-backed and asset-backed securities		1,993		17		1,708		27		3,701		44
	$	4,973	$	36	$	3,678	$	57	$	8,651	$	93
December 31, 2004:
U. S. Government (including Agencies)	$	1,000	$	4	$	1,000	$	3	$	2,000	$	7
Mortgage-backed and asset-backed securities		1,765		9		2,287		15		4,052		24
	$	2,765	$	13	$	3,287	$	18	$	6,052	$	31

At December 31, 2005, five U. S. Government Agency Securities and thirty mortgage-backed and asset-backed securities had unrealized losses. As of December 31, 2005 and 2004, management concluded that the unrealized losses reflected above were temporary in nature since they were primarily related to market interest rates and not related to the underlying credit quality of the issuers of the securities. Additionally, the Bank has the ability and intent to hold these securities for the time necessary to recover the amortized cost.

F-16

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 6 - LOANS RECEIVABLE, NET

	December 31,
	2005			2004
	(In Thousands)
Real estate mortgage:
One-to-four family	$	587		$	837
Multi-family		100,360			99,400
Mixed use		43,919			38,287
Commercial		46,219			29,785
		191,085			168,309
Consumer:
Line of credit		83			96
Passbook or certificate		268			270
		351			366
Total Loans		191,436			168,675
Less:
Allowance for loan losses		1,200			1,200
Deferred loan fees and costs		(660	)		(215	)
		540			985
	$	190,896		$	167,690

Loans serviced for the benefit of others totaled approximately $3,163,000 and $3,708,000 at December 31, 2005 and 2004, respectively.

At December 31, 2005, 2004 and 2003, the Bank had no loans on nonaccrual status or which were three or more months in arrears or in the process of foreclosure. At December 31, 2005, 2004 and 2003, and for the years then ended, the Bank had no loans which were classified as impaired.

The following is an analysis of the allowance for loan losses:

	Years Ended December 31,
	2005		2004		2003
	(In Thousands)
Balance, beginning	$	1,200	$	1,200	$	1,219
Provision charged to operations		—		—		—
Losses charged to allowance		—		—		(19	)
Balance, ending	$	1,200	$	1,200	$	1,200

Under FIRREA, the Bank may not originate real estate loans to one borrower in excess of 15% of its unimpaired capital. This results in a dollar limitation of approximately $6.5 million at December 31, 2005.

F-17

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 7 - PREMISES AND EQUIPMENT, NET

	December 31,
	2005			2004
	(In Thousands)
Land	$	587		$	587
Buildings and improvements		7,592			7,588
Leasehold improvements		419			419
Furnishings and equipment		4,562			4,494
		13,160			13,088
Accumulated depreciation and amortization		(8,158	)		(7,600	)
	$	5,002		$	5,488

NOTE 8 - ACCRUED INTEREST RECEIVABLE, NET

	December 31,
	2005			2004
	(In Thousands)
Loans	$	925		$	828
Investment securities		48			19
Mortgage and other asset-backed securities		34			35
		1,007			882
Allowance for uncollected interest		(4	)		(4	)
	$	1,003		$	878

F-18

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 9 - DEPOSITS

	December 31,
	2005				2004
	Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate
	(Dollars in Thousands)
Demand deposits:
Non-interest bearing	$	1,499	0.00	%	$	1,979	0.00	%
NOW and money market		22,731	0.26	%		24,185	0.26	%
		24,230	0.24	%		26,164	0.24	%
Savings accounts		73,133	0.58	%		77,456	0.48	%
Certificates of deposit maturing in:
One year or less		59,301	2.71	%		52,626	1.95	%
After one to two years		8,769	3.52	%		14,520	2.80	%
After two to three years		7,845	3.64	%		5,492	4.04	%
After three to four years		10,275	4.30	%		7,217	3.76	%
After four to five years		9,761	4.56	%		10,092	4.29	%
After five years		—	—	%		50	7.56	%
		95,951	3.22	%		89,997	2.62	%
	$	193,314	1.84	%	$	193,617	1.44	%

As of December 31, 2005 and 2004, certificates of deposit over $100,000 totaled $19,799,000 and $15,947,000, respectively.

Interest expense on deposits consists of the following:

	Years Ended December 31,
	2005		2004		2003
	(In Thousands)
Demand deposits	$	62	$	61	$	78
Savings accounts		373		393		436
Certificates of deposit		2,675		2,040		2,097
	$	3,110	$	2,494	$	2,611

F-19

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 10 - INCOME TAXES

The Bank qualifies as a savings institution under the provisions of the Internal Revenue Code and was, therefore, prior to January 1, 1996, permitted to deduct from taxable income an allowance for bad debts based upon eight percent of taxable income before such deduction, less certain adjustments. Retained earnings at December 31, 2005, include approximately $4.1 million of such bad debt which, in accordance with SFAS No. 109, “Accounting for Income Taxes,” is considered a permanent difference between the book and income tax basis of loans receivable, and for which income taxes have not been provided. If such amount if used for purposes other than for bad debt losses, including distributions in liquidation, it will be subject to income tax at the then current rate.

The components of income taxes are summarized as follows:

	Years Ended December 31,
	2005			2004			2003
	(In Thousands)
Current tax expense	$	1,759		$	1,289		$	2,310
Deferred tax expense		(188	)		(116	)		282
Income Tax Expense	$	1,571		$	1,173		$	2,592

The following table presents a reconciliation between the reported income taxes and the income taxes which would be computed by applying normal federal income tax rates to income before taxes:

	Years Ended December 31,
	2005			2004			2003
	(In Thousands)
Federal income tax at statutory rates	$	1,211		$	930		$	1,694
Increases (reductions) in taxes resulting from:
New York City tax, net of federal income tax effect		128			88			359
New York State income tax, net of federal income tax effect		190			112			437
Massachusetts State income tax, net of federal income tax effect		15			9			—
Other		27			34			102
Effective Income Tax Expense	$	1,571		$	1,173		$	2,592
Effective Income Tax Rate		44.1	%		42.9	%		52.0	%

F-20

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 10 - INCOME TAXES (CONTINUED)

The tax effects of significant items comprising the net deferred tax asset are as follows:

	December 31,
	2005		2004
	(In Thousands)
Deferred tax asset:
Allowance for loan losses	$	514	$	538
Depreciation		88		35
Deferred loan fees and discounts		92		—
Total Deferred Tax Assets		694		573
Deferred tax liability:
Deferred loan fees and discounts		—		67
Unrealized gain on securities available for sale		25		39
Total Deferred Tax Liabilities		25		106
Net Deferred Tax Asset	$	669	$	467

The net deferred tax asset is included in other assets in the statements of financial condition.

F-21

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 11 - OTHER NON-INTEREST EXPENSES

The following is an analysis of other non-interest expenses:

	Years Ended December 31,
	2005		2004		2003
	(In Thousands)
Service contracts	$	171	$	215	$	198
Insurance		166		186		177
Audit and accounting		153		188		181
Telephone		145		154		141
Office supplies and stationary		145		156		166
Director, officer, and employee expenses		155		182		220
Legal fees		48		174		—
Other		551		572		574
	$	1,534	$	1,827	$	1,657

NOTE 12 - EMPLOYEE BENEFITS

The Bank maintains a 401(k) plan for all eligible employees. Participants are permitted to contribute from 1% to 15% of their annual compensation up to the maximum permitted under the Internal Revenue Code. The Bank will make matching contributions equal to 100% of the employees contribution up to 5% of annual compensation. Employer contributions fully vest after 7 years. Plan expenses for the years ended December 31, 2005, 2004 and 2003 were $123,000, $116,000 and $134,000, respectively.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

Rentals under operating leases for certain branch offices amounted to $88,000, $78,000 and $60,000 for the years ended December 31, 2005, 2004 and 2003, respectively. At December 31, 2005, the minimum rental commitments under all noncancellable leases with initial or remaining terms of more than one year are as follows (in thousands):

Year ending December 31,
2006	$	135
2007		137
2008		138
2009		113
2010		81
Thereafter		1,420
	$	2,024

F-22

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 13 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Other

The Bank is also subject to claims and litigation that arise primarily in the ordinary course of business. Based on information presently available and advice received from legal council representing the Bank in connection with such claims and litigation, it is the opinion of management that the disposition or ultimate determination of such claims and litigation will not have a material adverse effect on the financial position, results of operations or liquidity of the Bank.

NOTE 14 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair value of the Bank’s financial instruments are as follows:

	December 31,
	2005				2004
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In Thousands)
Financial assets:
Cash and cash equivalents	$	27,389	$	27,389	$	51,004	$	51,004
Securities available for sale		362		362		473		473
Securities held to maturity		12,228		12,182		11,395		11,456
Loans receivable		190,896		186,284		167,690		166,300
FHLB stock		357		357		1,356		1,356
Accrued interest receivable		1,003		1,003		878		878
Financial liabilities:
Deposits		193,314		192,880		193,617		181,100

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate fair value:

Cash and Cash Equivalents and Accrued Interest Receivable

For these short-term instruments, the carrying amount if a reasonable estimate of fair value.

Securities

For both available for sale and held to maturity securities, fair values are based on quoted market prices.

Loans

Fair values are estimated for portfolios of loans with similar financial characteristics. The total loan portfolio is first divided into performing and nonperforming categories. Performing loans are then segregated into adjustable and fixed rate interest terms. Fixed rate loans are segmented by type, such as construction and land development, other loans secured by real estate, commercial and industrial loans, and loans to individuals. Certain types, such as commercial loans and loans to individuals, are further segmented by maturity and type of collateral.

F-23

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 14 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Loans (Continued)

For performing loans, fair value is calculated by discounting scheduled future cash flows through estimated maturity using a discount rate equivalent to the rate at which the Bank would currently make loans which are similar with regard to collateral, maturity, and the type of borrower. The discounted value of the cash flows is reduced by a credit risk adjustment based on internal loan classifications.

For nonperforming loans, fair value is calculated by first reducing the carrying value by a credit risk adjustment based on internal loan classifications, and then discounting the estimated future cash flows from the remaining carrying value at the rate at which the Bank would currently make similar loans to creditworthy borrowers.

Federal Home Loan Bank of New York Stock

The carrying amount of the Federal Home Loan Bank of New York stock is equal to its fair value.

Deposit Liabilities

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, money market accounts, interest checking accounts, and savings accounts is equal to the amount payable on demand. Time deposits are segregated by type, size, and remaining maturity. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is equivalent to the rate currently by the Bank for deposits of similar size, type and maturity.

Borrowed Funds

The fair value of the Bank’s borrowed funds is estimated based on the discounted value of future contractual payments. The discount rate is equivalent to the estimated rate at which the Bank could currently obtain similar financing.

Off-Balance-Sheet Financial Instruments

The fair value of commitments to extend credit is estimated based on an analysis of the interest rates and fees currently charged to enter into similar transaction, considering the remaining terms of the commitments and the credit-worthiness of the potential borrowers. At December 31, 2005 and 2004, the estimated fair values of these off-balance-sheet financial instruments were immaterial.

NOTE 15 - STOCK OFFERING AND CONVERSION

On February 23, 2006, the Board of Directors of the Bank adopted a plan of conversion and stock issuance pursuant to which the Bank will sell common stock representing a minority ownership of the estimated pro forma market value of the Bank, which will be determined by an independent appraisal, to eligible depositors of the Bank in a subscription offering and, if necessary, to the general public of the community and/or in a syndicated offering. The majority of the common stock will be owned by Northeast Community Bancorp, MHC (a mutual holding company). The Plan is subject to approval of the Office of Thrift Supervision.

F-24

NORTHEAST COMMUNITY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 15 - STOCK OFFERING AND CONVERSION (CONTINUED)

Following the sale of common stock, all depositors who had membership or liquidation rights with respect to the Bank as of the effective date of the transaction will continue to have such rights solely with respect to the Mutual Holding Company as long as they continue to hold deposit accounts with the Bank. In addition, all persons who become depositors of the Bank subsequent to the date of the transaction will have such membership and liquidation rights with respect to the holding company. Borrowers of the Bank as of the date of the transaction will have the same membership rights in the holding company that they had in the Bank immediately prior to the date of the transaction as long as their existing borrowings remain outstanding.

Cost incurred in connection with the offering will be recorded as reduction of the proceeds from offering. If the transaction is not consummated, all cost incurred in connection with the transaction will be expensed. At December 31, 2005, no conversion costs had been incurred.

NOTE 16 - RECENT ACCOUNTING PRONOUNCEMENTS

Accounting for Stock-Based Payments

In December 2004, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 123 (revised 2004), “Share-Based Payment.” This statement revises the original guidance contained in SFAS No. 123 and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. Under SFAS No. 123 (revised 2004), an entity such as the Bank will be required to measure the cost of employee services received in exchange for any award of equity instruments made after December 31, 2005, based on the grant-date fair value of the award (with limited exceptions) and recognize such cost over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). For stock options and similar instruments, grant-date fair value will be estimated using option-pricing models adjusted for the unique characteristics of instruments (unless observable market prices for the same or similar instruments are available). SFAS No. 123 (revised 2004) will not have any effect on the Bank’s existing historical financial statements as the Bank has not had and does not currently have any stock-based compensation grants which would be subject to SFAS No. 123 (revised 2004). However, should the Bank grant stock compensation awards in the future, any such awards will require the recording of compensation expense.

Accounting Changes and Error Corrections

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” The Statement requires retroactive application of a voluntary change in accounting principle to prior period financial statements unless it is impracticable. SFAS No. 154 also requires that a change in method of depreciation, amortization, or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate that is affected by a change in accounting principle. SFAS No. 154 replaces APB Opinion 20, “Accounting Changes,” and SFAS 3, “Reporting Accounting Changes in Interim Financial Statements.” SFAS No. 154 will be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Management currently believes that adoption of the provisions of SFAS No. 154 will not have a material impact on the Bank’s financial statements.

F-25

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered by this prospectus to any person or in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation in those jurisdictions. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Northeast Community Bancorp common stock.

[LOGO]

Proposed Holding Company for Northeast Community Bank

5,175,000 Shares

(Anticipated Maximum, Subject to Increase)

COMMON STOCK

PROSPECTUS

Sandler O’Neill + Partners

                    , 2006

Until                     , 2006, or 25 days after commencement of the syndicated community offering, if any, whichever is later, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus when acting as underwriters and with respect to their unsold allotments of subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

OTS filing fee	$	14,400
SEC filing fee(1)		6,368
NASD filing fee(1)		6,457
Nasdaq Stock Market listing fee		100,000
Printing, postage and mailing		100,000
Accounting fees and expenses		90,000
Legal fees and expenses		475,000
Blue Sky fees and expenses		5,000
Appraiser’s fees and expenses		50,000
Business Plan fees and expenses		45,000
Underwriting fees (1.0% excluding ESOP and insider shares) (2)		466,400
Underwriting fees (including counsel fees)		60,000
Conversion agent fees and expenses		25,000
Transfer agent and registrar fees and expenses		15,000
Certificate printing		10,000
EDGAR expenses		25,000
Miscellaneous		25,375
Total	$	1,519,000

(1) Estimated expenses based on the registration of 5,957,250 shares at $10.00 per share.

(2) Sandler O’Neill & Partners, L.P. will receive a fee equal to 1.0% of the aggregate purchase price of shares sold in the subscription offering and the community offering, excluding shares purchased by the employee stock ownership plan and by directors, officers and employees of Northeast Community Bank and members of their immediate families.

Item 14. Indemnification of Directors and Officers.

Article XII of the Registrant’s Bylaws provides:

The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Subsidiary Holding Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

Generally, federal law provides indemnity coverage for:

(a) Any person against whom any action is brought or threatened because that person is or was a director or officer of the association, for:

(i) Any amount for which that person becomes liable under a judgment in such action; and

II-1

(ii) Reasonable costs and expenses, including reasonable attorneys’ fees, actually paid or incurred by that person in defending or settling such action, or in enforcing his or her rights under this section if he or she attains a favorable judgment in such enforcement action.

(b) Indemnification shall be made to such person only if:

(i) Final judgment on the merits is in his or her favor; or

(ii) In case of:

a. Settlement;

b. Final judgment against him or her; or

c. Final judgment in his or her favor, other than on the merits, if a majority of the disinterested directors of the savings association determine that he or she was acting in good faith within the scope of his or her employment or authority as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interests of the savings association or its members.

However, no indemnification shall be made unless the association gives the Office of Thrift Supervision at least 60 days’ notice of its intention to make such indemnification. No such indemnification shall be made if the Office of Thrift Supervision advises the association in writing, within such notice period, of its objection thereto.

(c) As used in this paragraph:

(i) “Action” means any judicial or administrative proceeding, or threatened proceeding, whether civil, criminal, or otherwise, including any appeal or other proceeding for review.

(ii) “Court” includes, without limitation, any court to which or in which any appeal or any proceeding for review is brought.

(iii) “Final judgment” means a judgment, decree or order which is not appealable or as to which the period for appeal has expired with no appeal taken.

(iv) “Settlement” includes the entry of a judgment by consent or confession or a plea of guilty or of nolo contendere.

Item 15. Recent Sales of Unregistered Securities.

None.

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Item 16. Exhibits and Financial Statement Schedules.

The exhibits and financial statement schedules filed as a part of this registration statement are as follows:

(a) List of Exhibits (filed herewith unless otherwise noted)

1.1	Engagement Letters between Northeast Community Bank and Sandler O’Neill & Partners, L.P.
1.2	Draft Agency Agreement*
2.1	Plan of Reorganization and Stock Issuance
3.1	Charter of Northeast Community Bancorp, Inc.
3.2	Bylaws of Northeast Community Bancorp, Inc.
4.1	Specimen Stock Certificate of Northeast Community Bancorp, Inc.
5.1	Form of Opinion of Muldoon Murphy & Aguggia LLP re: Legality
8.1	Form of Opinion of Muldoon Murphy & Aguggia LLP re: Federal Tax Matters
8.2	Form of Opinion of Beard Miller Company LLP re: State Tax Matters
10.1	Form of Northeast Community Bank Employee Stock Ownership Plan and Trust Agreement
10.2	Form of ESOP Loan Documents
10.3	Northeast Community Bank 401(k) Plan and Trust*
10.4	Form of Northeast Community Bank Employee Severance Compensation Plan
10.5	Northeast Community Bank Supplemental Executive Retirement Plan and Participation Agreements with Kenneth A. Martinek and Salvatore Randazzo
10.6	Form of Northeast Community Bancorp, Inc. Employment Agreement
10.7	Form of Northeast Community Bank Employment Agreement
10.8	Northeast Community Bank Directors’ Retirement Plan
10.9	Northeast Community Bank Directors’ Deferred Compensation Plan
23.1	Consent of Muldoon Murphy & Aguggia LLP (included in Exhibits 5.1 and 8.1 filed herewith)
23.2	Consent of Beard Miller Company, LLP
23.3	Consent of Sperry, Cuono, Holgate & Churchill, C.P.A.’s, P.C.
23.4	Consent of RP Financial, LC.
24.1	Powers of Attorney
99.1	Appraisal Report of RP Financial, LC. (P)
99.2	Draft Marketing Materials
99.3	Form of Subscription Order Form and Instructions

(P) The supporting financial schedules are filed in paper pursuant to Rule 202 of Regulation S-T.

* To be filed by amendment.

(b) Financial Statement Schedules

All schedules have been omitted as not applicable or not required under the rules of Regulation S-X.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed

II-3

that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(5) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.:

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York on March 17, 2006.

Northeast Community Bancorp, Inc.
(in organization)
By:	/s/ Kenneth A. Martinek
	Kenneth A. Martinek
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Kenneth A. Martinek	President, Chief Executive Officer	March 17, 2006
Kenneth A. Martinek	and Director
	(principal executive officer)
/s/ Salvatore Randazzo	Chief Financial Officer, Treasurer	March 17, 2006
Salvatore Randazzo	and Director
	(principal accounting and financial officer)
/s/ Diane B. Cavanaugh	Director	March 17, 2006
Diane B. Cavanaugh
/s/ Arthur M. Levine	Director	March 17, 2006
Arthur M. Levine
/s/ Charles A. Martinek	Director	March 17, 2006
Charles A. Martinek
/s/ Harry (Jeff) A.S. Read	Director	March 17, 2006
Harry (Jeff) A.S. Read
/s/ Linda M. Swan	Director	March 17, 2006
Linda M. Swan
/s/ Kenneth H. Thomas	Director	March 17, 2006
Kenneth H. Thomas

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EX-1.1

Exhibit 1.1

December 23, 2005

Board of Directors

Fourth Federal Savings Bank

325 Hamilton Avenue

White Plains, New York 10601

Attention: Mr. Kenneth A. Martinek

Chairman of the Board, President and Chief Executive Officer

Ladies and Gentlemen:

Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) is pleased to act as an independent financial advisor to Fourth Federal Savings Bank (the “Bank”) in connection with the Bank’s proposed reorganization into mutual holding company form (the “Reorganization”), including the offer and sale of certain shares of the common stock (the “Common Stock”) of a newly organized middle-tier stock holding company (the “Holding Company”) to the Bank’s eligible account holders in a Subscription Offering and to members of the Bank’s community in a Direct Community Offering and, under certain circumstances, to the general public in a Syndicated Community Offering (collectively, the “Offerings”). For purposes of this letter, the term “Actual Purchase Price” shall mean the price at which the shares of the Common Stock are sold in the Offerings and the Holding Company and the Bank are sometimes collectively referred to herein as the “Company.” This letter is to confirm the terms and conditions of our engagement.

ADVISORY SERVICES

Sandler O’Neill will act as a consultant and advisor to the Company and will work with the Company’s management, counsel, accountants and other advisors in connection with the Reorganization and the Offerings. We anticipate that our services will include the following, each as may be necessary and as the Company may reasonably request:

1. Consulting as to the securities market implications of any aspect of the Plan of Reorganization or related corporate documents;

2. Reviewing with the Board of Directors the financial impact on the Company of the independent appraiser’s appraisal of the common stock;

Fourth Federal Savings Bank

December 23, 2005

Page 2

3. Reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel);

4. Assisting in the design and implementation of a marketing strategy for the Offerings;

5. Assisting Company management in scheduling and preparing for meetings with potential investors and broker-dealers; and

6. Providing such other general advice and assistance as may be requested to promote the successful completion of the Reorganization.

SUBSCRIPTION AND COMMUNITY OFFERING FEES

If the Offerings are consummated, the Company agrees to pay Sandler O’Neill for its services a fee of one percent (1.00%) of the aggregate Actual Purchase Price of the shares of common stock sold in the Subscription Offering and Direct Community Offering, excluding in each case shares purchased (i) by any employee benefit plan or trust of the Bank, the Holding Company or the mutual holding company established for the benefit of their respective directors, trustees, officers and employees, (ii) by, or on behalf of, a charitable foundation (or any shares contributed to such a charitable foundation), and (iii) by any director, officer or employee of the Bank, the Holding Company or the mutual holding company or members of their immediate families.

If (i) Sandler O’Neill’s engagement hereunder is terminated for any of the reasons provided for under the second paragraph of the section of this letter captioned “Definitive Agreement,” or (ii) the Offerings are terminated by the Company, no fees shall be payable by the Company to Sandler O’Neill hereunder; however, the Company shall reimburse Sandler O’Neill for its reasonable out-of-pocket expenses (including legal fees) incurred in connection with its engagement hereunder and for any fees and expenses incurred by Sandler O’Neill on behalf of the Company pursuant to the second paragraph under the section captioned “Costs and Expenses” below.

All fees payable to Sandler O’Neill hereunder shall be payable in cash at the time of the closing of the Reorganization and the Offerings, or upon the termination of Sandler O’Neill’s engagement hereunder or termination of the Offerings, as the case may be. In recognition of the long lead times involved in the conversion offering process, the Company agrees to make an advance payment to Sandler O’Neill in the amount of $25,000, payable upon execution of this letter, which shall be credited against any fees or reimbursement of expenses payable hereunder. In the event that the advance payment exceeds the amount due in payment of fees and reimbursement of expenses hereunder, the excess shall be refunded to the Company.

Fourth Federal Savings Bank

December 23, 2005

Page 3

SYNDICATED COMMUNITY OFFERING

If any shares of the Holding Company’s common stock remain available after the expiration of the Subscription Offering and Direct Community Offering, at the request of the Company and subject to the continued satisfaction of the conditions set forth in the second paragraph under the caption “Definitive Agreement” below, Sandler O’Neill will seek to form a syndicate of registered dealers to assist in the sale of such common stock in a Syndicated Community Offering on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement. With respect to any shares of the common stock sold by Sandler O’Neill or any other NASD member firm under any selected dealers agreements in a Syndicated Community Offering, the Company agrees to pay: (a) the sales commission payable to the selected dealer under such agreement, and (b) a management fee to Sandler O’Neill of one percent (1.0%) of the aggregate Actual Purchase Price of the shares of common stock sold in the Syndicated Community Offering. Sandler O’Neill will endeavor to limit the aggregate fees to be paid by the Company under any such selected dealers agreements to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment, which shall not exceed 6% of the aggregate Actual Purchase Price of the shares sold under such agreements. Sandler O’Neill will endeavor to distribute the common stock among dealers in a fashion which best meets the distribution objectives of the Company and the requirements of the Plan of Reorganization, which may result in limiting the allocation of stock to certain selected dealers. It is understood that in no event shall Sandler O’Neill be obligated to act as a selected dealer or to take or purchase any shares of the Holding Company’s common stock in the Offerings.

COSTS AND EXPENSES

In addition to any fees that may be payable to Sandler O’Neill hereunder and the expenses to be borne by the Company pursuant to the following paragraph, the Company agrees to reimburse Sandler O’Neill, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Reorganization and the Offerings are consummated, including, without limitation, legal fees, advertising, promotional, syndication and travel expenses, up to a maximum of $60,000; provided, however, that Sandler O’Neill shall document such expenses to the reasonable satisfaction of the Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this letter.

As is customary, the Company will bear all other expenses incurred in connection with the Reorganization and the Offerings, including, without limitation, (i) the cost of obtaining all securities and bank regulatory approvals, including any required NASD filing fees; (ii) the cost of printing and distributing the offering materials; (iii) the costs of blue sky qualification (including fees and expenses of blue sky counsel) of the shares in the various states; (iv) listing fees; and (v) all fees and

Fourth Federal Savings Bank

December 23, 2005

Page 4

disbursements of the Company’s counsel, accountants, conversion agent and other advisors. In the event Sandler O’Neill incurs any such fees and expenses on behalf of the Company, the Company will reimburse Sandler O’Neill for such fees and expenses whether or not the Reorganization and the Offerings are consummated; provided, however, that Sandler O’Neill shall not incur any substantial expenses on behalf of the Company pursuant to this paragraph without the prior approval of the Company.

DUE DILIGENCE REVIEW

Sandler O’Neill’s obligation to perform the services contemplated by this letter shall be subject to the satisfactory completion of such investigation and inquiries relating to the Bank and the Holding Company, and their respective directors, officers, agents and employees, as Sandler O’Neill and its counsel in their sole discretion may deem appropriate under the circumstances. In this regard, the Company agrees that, at its expense, it will make available to Sandler O’Neill all information that Sandler O’Neill requests, and will allow Sandler O’Neill the opportunity to discuss with the Bank’s and the Holding Company’s management the financial condition, business and operations of the Bank and the Holding Company. The Company acknowledges that Sandler O’Neill will rely upon the accuracy and completeness of all information received from the Bank and the Holding Company and their directors, officers, employees, agents, independent accountants and counsel.

BLUE SKY MATTERS

The Company agrees that if Sandler O’Neill’s counsel does not serve as counsel with respect to blue sky matters in connection with the Offerings, the Company will cause its counsel to prepare a Blue Sky Memorandum related to the Offerings including Sandler O’Neill’s participation therein and shall furnish Sandler O’Neill a copy thereof addressed to Sandler O’Neill or upon which such counsel shall state Sandler O’Neill may rely.

CONFIDENTIALITY

Other than disclosure to other firms made part of any syndicate of selected dealers or as required by law or regulation or legal process, Sandler O’Neill agrees that it will treat as confidential all material, non-public information relating to the Company obtained in connection with its engagement hereunder (the “Confidential Information”), whether or not the Reorganization is consummated. As used in this paragraph, the term “Confidential Information” shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Sandler O’Neill, (ii) was available to Sandler O’Neill on a non-confidential basis prior to its disclosure to Sandler O’Neill by the Company, or (iii) becomes available to Sandler O’Neill on a

Fourth Federal Savings Bank

December 23, 2005

Page 5

non-confidential basis from a person other than the Company who is not otherwise known to Sandler O’Neill to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation.

INDEMNIFICATION

Since Sandler O’Neill will be acting on behalf of the Bank and the Holding Company in connection with the Reorganization and the Offerings, the Holding Company and the Bank agree to indemnify and hold Sandler O’Neill and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Sandler O’Neill and each such person being an “Indemnified Party”) harmless from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise, related to or arising out of the Reorganization or the Offerings or the engagement of Sandler O’Neill pursuant to, or the performance by Sandler O’Neill of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including reasonable legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party; provided, however, that the Bank and the Holding Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (i) arises out of or is based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information furnished to the Bank by Sandler O’Neill expressly for use therein, or (ii) is primarily attributable to the gross negligence, willful misconduct or bad faith of Sandler O’Neill. It is expressly understood that the Bank and the Holding Company shall only be obligated to pay for one counsel (in addition to any required local counsel) in any one action or proceeding or group of related actions or proceedings for all Indemnified parties collectively. If the foregoing indemnification is unavailable for any reason, the Bank and the Holding Company agree to contribute to such losses, claims, damages, liabilities and expenses in the proportion that its financial interest in the Reorganization and Offerings bears to that of Sandler O’Neill.

DEFINITIVE AGREEMENT

Sandler O’Neill and the Company agree that (a) except as set forth in clause (b), the foregoing represents the general intention of the Company and Sandler O’Neill with respect to the services to be provided by Sandler O’Neill in connection with the Offerings, which will serve as a basis for Sandler O’Neill commencing activities, and (b) the only legal and binding obligations of the Bank, the Holding

Fourth Federal Savings Bank

December 23, 2005

Page 6

Company and Sandler O’Neill with respect to the subject matter hereof shall be (1) the Company’s obligation to reimburse costs and expenses pursuant to the section captioned “Costs and Expenses,” (2) those set forth under the captions “Confidentiality” and “Indemnification,” and (3) as set forth in a duly negotiated and executed definitive Agency Agreement to be entered into prior to the commencement of the Offerings relating to the services of Sandler O’Neill in connection with the Offerings. Such Agency Agreement shall be in form and content satisfactory to Sandler O’Neill, the Bank and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith.

Sandler O’Neill’s execution of such Agency Agreement shall also be subject to (i) Sandler O’Neill’s satisfaction with its investigation of the Company’s business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Sandler O’Neill and its counsel, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler O’Neill’s counsel, (iv) agreement that the price established by the independent appraiser is reasonable and (v) market conditions at the time of the proposed offering. Sandler O’Neill may terminate this agreement if such Agency Agreement is not entered into prior to December 31, 2006.

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Sandler O’Neill the duplicate copy of this letter enclosed herewith.

Very truly yours,
Sandler O’Neill & Partners, L.P.
By: Sandler O’Neill & Partners Corp., the sole general partner
By:	/s/ James J. O’Meara
	James J. O’Meara Authorized Signatory

Accepted and agreed to as of the date first above written:
Fourth Federal Savings Bank
By:	/s/ Kenneth A. Martinek
	Kenneth A. Martinek Chairman of the Board, President and Chief Executive Officer

December 23, 2005

Mr. Kenneth A. Martinek

Chairman of the Board, President and Chief Executive Officer

Fourth Federal Savings Bank

325 Hamilton Avenue

White Plains, New York 10601

Dear Mr. Martinek:

Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) is pleased to act as conversion agent to Fourth Federal Savings Bank (the “Bank”) in connection with the Bank’s proposed reorganization into mutual holding company form (the “Reorganization”), including the offer and sale of certain shares of the common stock (the “Common Stock”) of a newly organized, middle-tier stock holding company (the “Holding Company”) to the Bank’s eligible account holders in a Subscription Offering and to members of the Bank’s community in a Direct Community Offering (collectively, the “Offering”). This letter is to confirm the terms and conditions of our engagement.

SERVICES AND FEES

In our role as Conversion Agent, we anticipate that our services will include the services outlined below, each as may be necessary and as the Bank may reasonably request:

I. Consolidation of Accounts and Vote Calculation

II. Design and Stenciling of Proxy, Order and/or Request Forms

III. Organization and Supervision of the Conversion Center

IV. Proxy Solicitation and Special Meeting Services

V. Subscription Services

Each of these services is further described in Appendix A to this agreement.

For its services hereunder, the Bank agrees to pay Sandler O’Neill a fee of $10,000. This fee is based upon the requirements of current regulations governing the reorganization process, the Plan

Fourth Federal Savings Bank

December 23, 2005

Page 2

of Reorganization as currently contemplated and an uncontested solicitation of proxies. Any unusual or additional items or duplication of service required as a result of a material change in the regulations or the Plan of Reorganization, any opposition to the proxy solicitation by a third party or a material delay or other similar events may result in extra charges that will be covered in a separate agreement if and when they occur.

All fees under this agreement shall be payable in cash, as follows: (a) $5,000 payable upon execution of this agreement by the Bank, which shall be non-refundable; and (b) the balance upon the completion of the Reorganization.

COSTS AND EXPENSES

As is customary, all expenses incurred in connection with the establishment and operation of the Conversion Center will be borne by the Bank. The Bank also agrees to reimburse Sandler O’Neill, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder regardless of whether the Reorganization is consummated, including, without limitation, travel, lodging, food, telephone, postage, listings, forms and other similar expenses up to a maximum aggregate amount of $25,000; provided, however, that Sandler O’Neill shall document such expenses to the reasonable satisfaction of the Bank. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this agreement.

RELIANCE ON INFORMATION PROVIDED

The Bank will provide Sandler O’Neill with such information as Sandler O’Neill may reasonably require to carry out its duties. The Bank recognizes and confirms that Sandler O’Neill (a) will use and rely on such information in performing the services contemplated by this agreement without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the information. The Bank will also inform Sandler O’Neill within a reasonable period of time of any changes in the Plan of Reorganization or otherwise that require changes in Sandler O’Neill’s services. If a substantial expense results from any such change, the parties shall negotiate an equitable adjustment in the fee.

LIMITATIONS

Sandler O’Neill, as Conversion Agent hereunder, (a) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having

Fourth Federal Savings Bank

December 23, 2005

Page 3

no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Bank by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this agreement and the performance hereof, unless caused by or arising out of its own willful misconduct, bad faith or gross negligence; (d) will not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Anything in this agreement to the contrary notwithstanding, in no event shall Sandler O’Neill be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Sandler O’Neill has been advised of the likelihood of such loss or damage and regardless of form of action.

INDEMNIFICATION

The Bank agrees to indemnify and hold Sandler O’Neill and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons (Sandler O’Neill and each such person being an “Indemnified Party”) harmless from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise, related to or arising out of the engagement of Sandler O’Neill pursuant to, and the performance by Sandler O’Neill of the services contemplated by this letter, and will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred, including expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party. The Bank will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from Sandler O’Neill’s willful misconduct, bad faith or gross negligence.

MISCELLANEOUS

This agreement may be terminated by either party in the event that the agreement entered into between the Company and Sandler O’Neill for financial advisory services in connection with the Reorganization is terminated.

Fourth Federal Savings Bank

December 23, 2005

Page 4

The following addresses shall be sufficient for written notices to each other:

If to you:	Fourth Federal Savings Bank
	325 Hamilton Avenue
	White Plains, New York 10601
	Attention: Mr. Kenneth A. Martinek
If to us:	Sandler O’Neill & Partners, L.P.
	919 Third Avenue, 6th Floor
	New York, New York 10022
	Attention: General Counsel

The Agreement and appendix hereto constitute the entire Agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement is governed by the laws of the State of New York.

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Sandler O’Neill the duplicate copy of this letter enclosed herewith.

Very truly yours,
Sandler O’Neill & Partners, L.P.
By:	Sandler O’Neill & Partners Corp., the sole general partner
By:	/s/    James J. O’Meara
	James J. O’Meara Authorized Signatory

Accepted and agreed to as of

the date first above written:

Fourth Federal Savings Bank
By:	/s/    Kenneth A. Martinek
	Kenneth A. Martinek Chairman of the Board, President and Chief Executive Officer

APPENDIX A

OUTLINE OF CONVERSION AGENT SERVICES

I. Consolidation of Accounts/Vote Calculation

1. Consolidate files in accordance with regulatory guidelines and create central file.

2. Our EDP format will be provided to your data processing people.

3. Vote calculation.

II. Design and Preparation of Proxy/Order Form/Request Cards

1. Assist in designing any combination of proxy cards, request cards and stock order forms for voting and ordering stock.

2. Prepare request cards and order forms with account holder data.

3. Target group identification for proxy solicitation.

III. Organization and Supervision of Conversion Center

1. Advising on the physical organization of the Conversion Center, including materials requirements.

2. Assist in the training of all Bank personnel who will be staffing the Conversion Center.

3. Establish reporting procedures.

4. On-site supervision of the Conversion Center during the solicitation/offering period.

IV. Special Meeting Services

1. Direct the proxy solicitation.

2. Proxy and ballot tabulation.

3. Act as or support inspector of election, it being understood that Sandler O’Neill will not act as inspector of election in the case of a contested election.

4. If required, delete voting record date accounts closed prior to special meeting.

5. Produce final report of vote.

V. Subscription Services

1. Produce list of depositors by state (Blue Sky report).

2. Production of subscription rights and research books.

3. Stock order form processing.

4. Acknowledgment letter to confirm receipt of stock order.

5. Daily reports and analysis.

6. Proration calculation and share allocation in the event of an oversubscription.

7. Produce charter shareholder list.

8. Interface with Transfer Agent for Stock Certificate issuance.

9. Refund and interest calculations.

10. Confirmation letter to confirm purchase of stock.

11. Notification of full/partial rejection of orders.

12. Production of 1099/Debit tape.

A-1

EX-2.1

EXHIBIT 2.1

NORTHEAST COMMUNITY BANK

PLAN OF REORGANIZATION AND STOCK ISSUANCE

DATED AS OF FEBRUARY 23, 2006

TABLE OF CONTENTS

		PAGE
1.	Introduction	1
2.	Definitions	1
3.	General Procedure for the Reorganization	5
4.	Total Number of Shares and Purchase Price of Common Stock	9
5.	Subscription Rights of Eligible Account Holders (First Priority)	10
6.	Subscription Rights of Tax-qualified Employee Stock Benefit Plans (Second Priority)	11
7.	Subscription Rights of Supplemental Eligible Account Holders (Third Priority)	11
8.	Subscription Rights of Other Members (Fourth Priority)	12
9.	Community Offering, Syndicated Community Offering, Public Offering and Other Offerings	12
10.	Limitations on Subscriptions and Purchases of Common Stock	14
11.	Timing of Subscription Offering; Manner of Exercising Subscription Rights and Order Forms	16
12.	Payment for Common Stock	17
13.	Account Holders in Nonqualified States or Foreign Countries	18
14.	Voting Rights of Stockholders	19
15.	Transfer of Deposit Accounts	19
16.	Requirements Following the Reorganization for Registration, Market Making and Stock Exchange Listing	19
17.	Completion of the Stock Offering	19
18.	Directors and Officers of the Bank	19
19.	Requirements for Stock Purchases by Directors and Officers Following Reorganization	20
20.	Restrictions on Transfer of Stock	20
21.	Tax Rulings or Opinions	20

		PAGE
22.	Stock Compensation Plan	21
23.	Dividend and Repurchase Restrictions on Stock	21
24.	Effective Date	21
25.	Amendment or Termination of the Plan	22
26.	Interpretation of the Plan	22

EXHIBIT INDEX

	EXHIBIT
Charter of Mutual Holding Company	A
Bylaws of Mutual Holding Company	B
Charter of Stock Holding Company	C
Bylaws of Stock Holding Company	D
Charter of Stock Bank	E
Bylaws of Stock Bank	F

NORTHEAST COMMUNITY BANK

PLAN OF REORGANIZATION AND STOCK ISSUANCE

1. INTRODUCTION.

For purposes of this section, all capitalized terms have the meanings ascribed to them in Section 2.

This Plan of Reorganization and Stock Issuance provides for the reorganization of Northeast Community Bank from a federally chartered mutual savings bank into a mutual holding company structure under the laws of the United States of America and the regulations of the OTS. As part of the Reorganization and the Plan, a federally chartered mutual holding company and a federally chartered stock corporation will be established. In addition, a federally chartered stock savings bank, which will retain the name Northeast Community Bank, will also be established. The Holding Company will be a majority-owned subsidiary of the MHC at all times so long as the MHC remains in existence, and the Bank will be a wholly-owned subsidiary of the Holding Company. The Plan also provides that non-transferable subscription rights to purchase up to 49.9% of the common stock of the Holding Company shall be granted to certain deposit account holders and borrower members of the Bank pursuant to the Plan and in accordance with the regulations of the OTS.

The Reorganization and Offerings will permit the Bank to control the amount of capital being raised, while at the same time enabling the Bank to: (1) support future lending and operational growth, including branching activities and acquisitions of other financial institutions or financial services companies; (2) increase its ability to render services to the communities it serves; (3) compete more effectively with commercial banks and other financial institutions for new business opportunities; and (4) increase its equity capital base and access the capital markets when needed.

2. DEFINITIONS.

As used in this Plan, the terms set forth below have the following meaning:

ACTING IN CONCERT means (i) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding; or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A Person which acts in concert with another Person (“other party”) shall also be deemed to be acting in concert with any Person who is also acting in concert with that other party, except that any Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated and participants or beneficiaries of any such Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert solely as a result of their common interests as participants or beneficiaries. When Persons act together for such purpose, their group is deemed to have acquired their stock. The determination of whether a group is Acting in Concert shall be made solely by the Board of Directors of the Bank or Officers delegated by such Board and may be based on any evidence upon which the Board or such delegatee chooses to rely, including, without limitation, joint account relationships or the fact that such Persons have filed joint Schedules 13D or Schedules 13G with the SEC with respect to other companies. Members of the boards of directors of the Holding Company, the Bank and the MHC shall not be deemed to be Acting in Concert solely as a result of their membership on any such board or boards.

ACTUAL PURCHASE PRICE means the price per share at which the Common Stock is ultimately sold by the Holding Company in the Offerings in accordance with the terms hereof.

AFFILIATE means a Person who, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

ASSOCIATE of a Person means (i) a corporation or organization (other than the MHC, the Holding Company, the Bank or a majority-owned subsidiary of the MHC, the Holding Company or the Bank), if the Person is a senior officer or partner or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization, (ii) a trust or other estate, if the Person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate, provided, however, that such term shall not include any Tax-Qualified Employee Stock Benefit Plan of the MHC, the Holding Company or the Bank in which such Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity, and (iii) any person who is related by blood or marriage to such Person and who lives in the same home as the Person or who is a director or senior officer of the MHC, the Holding Company or the Bank or any of their subsidiaries.

BANK means Northeast Community Bank.

BANK BENEFIT PLANS include, but is not limited to, Tax-Qualified Employee Stock Benefit Plans and Non-Tax-Qualified Employee Stock Benefit Plans.

BANK COMMON STOCK means the common stock of the Bank, par value $1.00 per share, which stock is not and will not be insured by the FDIC or any other governmental authority, all of which will be held by the Holding Company.

CODE means the Internal Revenue Code of 1986, as amended.

COMMON STOCK means the shares of common stock, par value $0.01 per share, to be issued by the Holding Company to the MHC and to be issued and sold by the Holding Company in the Offerings, all pursuant to the Plan of Reorganization. The Common Stock will not be insured by the Federal Deposit Insurance Corporation.

COMMUNITY OFFERING means the offering for sale by the Holding Company of any shares of Common Stock not subscribed for in the Subscription Offering to such Persons as may be selected by the Holding Company and the Bank in their sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding Company.

CONTROL (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

DEPOSIT ACCOUNT means any savings account as defined in Section 561.42 of the Rules and Regulations of the OTS, including a demand account as defined in Section 561.16 of the Rules and Regulations of the OTS.

ELIGIBLE ACCOUNT HOLDER means any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining Subscription Rights.

2

ELIGIBILITY RECORD DATE means the date for determining Qualifying Deposits of Eligible Account Holders and is the close of business on January 31, 2005.

ESOP means a Tax-Qualified Employee Stock Benefit Plan adopted by the MHC, the Holding Company or the Bank in connection with the Reorganization, the purpose of which shall be to acquire shares of Common Stock.

ESTIMATED PRICE RANGE means the range of the estimated aggregate pro forma market value of the total number of shares of Common Stock to be issued in the Offerings, as determined by the Independent Appraiser in accordance with Section 4 hereof.

FDIC means the Federal Deposit Insurance Corporation or any successor thereto.

HOLDING COMPANY means the stock corporation to be organized under the laws of the United States, that, upon completion of the Reorganization, shall hold all of the outstanding capital stock of the Bank.

INDEPENDENT APPRAISER means the independent investment banking or financial consulting firm retained by the Holding Company and the Bank to prepare an appraisal of the estimated pro forma market value of the Common Stock.

INITIAL PURCHASE PRICE means the price per share to be paid initially by Participants for shares of Common Stock subscribed for in the Subscription Offering and by Persons for shares of Common Stock ordered in the Community Offering and/or Syndicated Community Offering.

MANAGEMENT PERSON means any Officer or director of the Bank or the Holding Company or any Affiliate of the Bank or the Holding Company and any person Acting in Concert with such Officer or director.

MEMBER means any Person qualifying as a member of the Bank in accordance with its mutual charter and bylaws and the laws of the United States, and any Person qualifying as a member of the MHC in accordance with the mutual charter and bylaws and the laws of the United States.

MHC means the company organized under the laws of the United States, that, upon completion of the Reorganization, shall hold at least 50.1% of the Common Stock.

MINORITY STOCKHOLDER means any owner of the Common Stock other than the MHC.

OFFERINGS mean the offering of Common Stock to Persons other than the MHC in the Subscription Offering, the Community Offering and the Syndicated Community or Public Offering.

OFFICER means the president, chief executive officer, vice-president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer and any other person performing similar functions with respect to any organization whether incorporated or unincorporated.

ORDER FORM means the form or forms to be provided by the Holding Company, containing all such terms and provisions as set forth in Section 11 hereof, to a Participant or other Person by which Common Stock may be ordered in the Offerings.

3

OTHER MEMBER means a Voting Member who is not an Eligible Account Holder or a Supplemental Eligible Account Holder.

OTS means the Office of Thrift Supervision or any successor thereto.

PARTICIPANT means any Eligible Account Holder, Tax-Qualified Employee Stock Benefit Plan, Supplemental Eligible Account Holder or Other Member, but does not include the MHC.

PERSON means an individual, a corporation, a partnership, an association, a joint stock company, a limited liability company, a trust, an unincorporated organization or a government or any political subdivision of a government.

PLAN and PLAN OF REORGANIZATION mean this Plan of Reorganization and Stock Issuance as adopted by the Board of Directors of the Bank and any amendment hereto approved as provided herein.

PROSPECTUS means the one or more documents to be used in offering the Common Stock in the Offerings.

PROXY STATEMENT means the document used to solicit approval of the Plan by Voting Members.

PUBLIC OFFERING means an underwritten firm commitment offering to the public through one or more underwriters.

QUALIFYING DEPOSIT means the aggregate balance of all Deposit Accounts in the Bank of (i) an Eligible Account Holder at the close of business on the Eligibility Record Date, provided such aggregate balance is not less than $50, and (ii) a Supplemental Eligible Account Holder at the close of business on the Supplemental Eligibility Record Date, provided such aggregate balance is not less than $50.

REORGANIZATION means the reorganization of the Bank into the MHC and the organization of the Holding Company as a subsidiary of the MHC and the Stock Bank as a subsidiary of the Holding Company pursuant to this Plan.

STOCK BANK means the federally chartered stock bank resulting from the conversion of the Bank to stock form pursuant to this Plan.

SEC means the Securities and Exchange Commission.

SPECIAL MEETING means the Special Meeting of Members of the Bank called for the purpose of submitting this Plan to the Members for their approval, including any adjournments of such meeting.

SUBSCRIPTION OFFERING means the offering of the Common Stock to Participants.

SUBSCRIPTION RIGHTS mean nontransferable rights to subscribe for Common Stock granted to Participants pursuant to the terms of this Plan.

4

SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER means any Person, except directors and Officers of the Bank and their Associates, holding a Qualifying Deposit at the close of business on the Supplemental Eligibility Record Date.

SUPPLEMENTAL ELIGIBILITY RECORD DATE, if applicable, means the date for determining Supplemental Eligible Account Holders and shall be required if the Eligibility Record Date is more than 15 months prior to the date of the approval of the Reorganization by the OTS. If applicable, the Supplemental Eligibility Record Date shall be the last day of the calendar quarter preceding OTS approval of the Reorganization.

SYNDICATED COMMUNITY OFFERING means the offering for sale by a syndicate of broker-dealers to the general public of shares of Common Stock not purchased in the Subscription Offering and the Community Offering.

TAX-QUALIFIED EMPLOYEE STOCK BENEFIT PLAN means any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which is established for the benefit of the employees of the Holding Company and/or the Bank and any Affiliate thereof and which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Code as from time to time in effect. A “Non-Tax-Qualified Employee Stock Benefit Plan” is any defined benefit plan or defined contribution stock benefit plan that is not so qualified.

VOTING MEMBER means a Person who, at the close of business on the Voting Record Date, is entitled to vote as a Member of the Bank in accordance with its mutual charter and bylaws.

VOTING RECORD DATE means the date or dates for determining the eligibility of Members to vote at the Special Meeting.

3. GENERAL PROCEDURE FOR THE REORGANIZATION.

(a) Organization of the Holding Companies and the Bank

The Reorganization will be effected as follows: (i) the Bank will organize an interim stock bank as a wholly owned subsidiary (“Interim One”); (ii) Interim One will organize a stock corporation as a wholly owned subsidiary (the “Holding Company”); (iii) Interim One will organize an interim federal savings bank as a wholly owned subsidiary (“Interim Two”); (iv) the Bank will convert its charter to a federal stock savings bank charter and Interim One will exchange its charter for a federal mutual holding company charter to become the MHC; (v) sequentially with step (iv), Interim Two will merge with and into the Stock Bank with the Stock Bank as the resulting institution; (vi) former members of the Bank will become members of the MHC; (vii) the MHC will transfer 100% of the issued common stock of the Stock Bank to the Holding Company in a capital distribution; and (viii) the Holding Company will issue a majority of its common stock to the MHC. Prior to the Effective Date of the Reorganization, the Board of Directors of the Bank may specify that the structure of the transactions contemplated by the Plan be revised; provided, however, that such revised structure shall not (i) change the intended federal income tax consequences of the transactions contemplated by the Plan or (ii) materially impede or delay the receipt of any required regulatory approval.

Contemporaneously with the Reorganization, the Holding Company will offer for sale in the Offerings shares of Common Stock representing up to 49.9% of the pro forma market value of the

5

Holding Company and the Bank. Upon the consummation of the Reorganization, the legal existence of the Bank will not terminate, but the MHC will be a continuation of the Bank. All assets, rights, obligations and liabilities of whatever nature of the Bank that are not expressly retained by the MHC shall be transferred to the Stock Bank as part of the Reorganization. All property of the Bank (not expressly retained by the MHC), including its right, title and interest in all property of any kind and nature, interest and asset of every conceivable value or benefit then existing or pertaining to the Bank, or which would inure to the Bank immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed, will vest in the MHC and will then be transferred to the Stock Bank. The Stock Bank will have, hold and enjoy the same in its right and fully and to the same extent as the same was possessed, held and enjoyed by the Bank. The Stock Bank will continue to have, succeed to and be responsible for all the rights, liabilities and obligations the Bank had when it was in mutual form and will maintain its headquarters and operations at the Bank’s present locations.

Upon consummation of the Reorganization, substantially all of the assets and liabilities (including the savings accounts, demand accounts, tax and loan accounts, United States Treasury general accounts, or United States Treasury Time Deposit Open Accounts, as defined in the OTS regulations) of the Bank shall become the assets and liabilities of the Stock Bank, which will thereupon become an operating savings association subsidiary of the Holding Company and of the MHC. All assets, rights, obligations and liabilities of whatever nature of the Bank that are not expressly retained by the MHC shall be transferred to the Stock Bank. The Bank will apply to the OTS to have the Holding Company receive or retain (as the case may be) up to 50% of the net proceeds of the Stock Offering, or such other amount as may be determined by the Board of Directors. The Stock Bank may distribute additional capital to the Holding Company following the Reorganization, subject to the OTS regulations governing capital distributions.

(b) Effect on Deposit Accounts and Borrowings

Each deposit account in the Bank on the effective date of the Reorganization will remain a deposit account in the Stock Bank in the same amount and upon the same terms and conditions, and will continue to be federally insured up to the legal maximum by the FDIC in the same manner as each deposit account existed in the Bank immediately prior to the Reorganization. Upon consummation of the Reorganization, all loans and other borrowings from the Bank shall retain the same status with the Stock Bank after the Reorganization as they had with the Bank immediately prior to the Reorganization.

(c) The Bank

Upon completion of the Reorganization, the Stock Bank will be authorized to exercise any and all powers, rights and privileges of, and will be subject to all limitations applicable to, capital stock savings associations under federal law. A copy of the proposed charter and bylaws of the Stock Bank is attached hereto and made a part of this Plan. The Reorganization will not result in any reduction of the amount of retained earnings and general loss reserves will be accounted for by the MHC, the Holding Company and the Stock Bank on a consolidated basis in accordance with generally accepted accounting principles.

The initial members of the Board of Directors of the Stock Bank will be the members of the Board of Directors of the Bank at the time of the adoption of the Plan of Reorganization who continue to be directors of the Bank at the time of the closing of the Reorganization. The Stock Bank will be wholly-owned by the Holding Company. The Holding Company will be wholly-owned by its stockholders who will consist of the MHC and, initially, the persons who purchase Common Stock. Upon

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the effective date of the Reorganization, the voting and membership rights of Members will be transferred to the MHC, subject to the conditions specified below.

(d) The Holding Company

The Holding Company will be authorized to exercise any and all powers, rights and privileges, and will be subject to all limitations applicable to savings and loan holding companies under federal law and regulations. The initial members of the Board of Directors of the Holding Company will be appointed by the Bank. Thereafter, the voting stockholders of the Holding Company will elect approximately one-third of the Holding Company’s directors annually. A copy of the proposed charter and bylaws of the Holding Company is attached hereto and made a part of this Plan.

The Holding Company will have the power to issue shares of Common Stock to persons other than the MHC. However, so long as the MHC is in existence, the MHC will be required to own at least a majority of the Common Stock. The Holding Company may issue any amount of non-voting stock to persons other than the MHC. The Holding Company will be authorized to undertake one or more minority stock offerings of less than 50% in the aggregate of the total outstanding Common Stock, and the Holding Company intends to offer shares of Common Stock for sale in the Offerings with an aggregate value of up to 49.9% of the estimated pro forma aggregate market value of the Common Stock.

(e) The Mutual Holding Company

As a mutual corporation, the MHC will have no stockholders. The members of the MHC will have exclusive voting authority as to all matters requiring a vote of members under the charter of the MHC. Persons who have membership rights with respect to the Bank under its existing charter immediately prior to the Reorganization shall continue to have such rights solely with respect to the MHC after Reorganization, so long as such persons remain depositors or borrowers, as the case may be, of the Stock Bank after the Reorganization. In addition, all persons who become depositors of the Stock Bank following the Reorganization will have membership rights with respect to the MHC. Borrowers will not receive membership rights in connection with any new borrowings made after the Reorganization. The rights and powers of the MHC will be defined by the MHC’s charter and bylaws (a copy of which is attached to this Plan and made a part hereof) and by the statutory and regulatory provisions applicable to savings and loan holding companies and mutual holding companies. In particular, the MHC shall be subject to the limitations and restrictions imposed on savings and loan holding companies by Section 10(o)(5) of the Home Owners’ Loan Act of 1933, as amended.

The initial members of the Board of Directors of the MHC will be the Board of Directors of the Bank at the time of the adoption of the Plan of Reorganization who continue to be directors of the Bank at the time of the closing of the Reorganization. Thereafter, approximately one-third of the directors of the MHC will be elected annually by the members of the MHC who will consist of the former Members of the Bank and all persons who become depositors of the Stock Bank after the Reorganization.

(f) Charters and Bylaws

Copies of the proposed charter and bylaws of the Stock Bank, the Holding Company and the MHC are attached hereto and made a part of this Plan. By their approval of this Plan, the Voting Members shall have approved and adopted the charter and bylaws of the Stock Bank, the Holding Company and the MHC. The total shares of Common Stock authorized under the Holding Company

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charter will exceed the shares of Common Stock to be issued to the MHC and the Minority Stockholders in the Reorganization.

(g) Rights of Owners of the MHC

Following the Reorganization, all persons who had membership or liquidation rights with respect to the Bank as of the date of the Reorganization will continue to have such rights solely with respect to the MHC. All existing proxies granted by members of the Bank to the Board of Directors of the Bank shall automatically become proxies granted to the Board of Directors of the MHC; provided, however, such proxies may not be voted by the Board of Directors of the Bank at the Special Meeting. In addition, all persons who become depositors of the Stock Bank subsequent to the Reorganization also will have membership and liquidation rights with respect to the MHC. In each case, no person who ceases to be the holder of a Deposit Account with the Stock Bank shall have any membership or liquidation rights with respect to the MHC. Borrowers of the Stock Bank who were borrower members of the Bank at the time of Reorganization will have the same membership rights in the MHC as they had in the Bank immediately prior to the Reorganization for so long as their pre-Reorganization borrowings remain outstanding. Borrowers will not receive membership rights in connection with any new borrowings made after the Reorganization.

(h) Conversion of the MHC to Stock Form

Following the completion of the Reorganization, the MHC may elect to convert to stock form in accordance with applicable laws and regulations (a “Conversion Transaction”). There can be no assurance when, if ever, a Conversion Transaction will occur, and the Board of Directors has no present intent or plan to undertake a Conversion Transaction. If the Conversion Transaction does not occur, the MHC will continue to own a majority of the Common Stock of the Holding Company.

In a Conversion Transaction, the MHC would merge with and into the Stock Bank or the Holding Company (at the discretion of the MHC), and certain depositors of the Stock Bank would receive the right to subscribe for a number of shares of common stock of the new stock holding company formed in connection with the Conversion Transaction, as determined by the formula set forth in the following paragraphs. The additional shares of Common Stock of the new Holding Company issued in the Conversion Transaction would be sold at their aggregate pro forma market value determined by an independent appraisal.

Any Conversion Transaction shall be fair and equitable to Minority Stockholders. In any Conversion Transaction, Minority Stockholders, if any, will be entitled to maintain the same percentage ownership interest in the new Holding Company after the Conversion Transaction as their ownership interest in the Holding Company immediately prior to the Conversion Transaction (i.e., the Minority Ownership Interest), subject only to the adjustments (if required by federal or state law, regulation, or regulatory policy) to reflect the market value of assets of the MHC (other than common stock of the Holding Company).

At the sole discretion of the Board of Directors of the MHC and the Holding Company, a Conversion Transaction may be effected in any other manner necessary to qualify the Conversion Transaction as a tax-free reorganization under applicable federal and state tax laws, provided such Conversion Transaction does not diminish the rights and ownership interest of Minority Stockholders as set forth in the preceding paragraphs.

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A Conversion Transaction would require the approval of applicable federal regulators and would be presented to a vote of the members of the MHC. Under current OTS policy, if a Conversion Transaction were to occur, the transaction would also require the approval of a majority of the holders of the Common Stock, other than the MHC. In addition, federal regulatory policy requires that in any Conversion Transaction, the members of the MHC be accorded the same stock purchase priorities as if the MHC were a mutual savings association converting to stock form.

(i) Applications and Regulatory and Member Approval

The Bank will take the necessary steps to prepare and file the Notices of Reorganization, including the Plan, together with all requisite material, with the OTS for approval. Once the Notices of Reorganization are filed, the Bank will cause to be published, in accordance with the requirements of applicable regulations of the OTS, notices of the filing of the Notices of Reorganization with the OTS.

As soon as practicable after the adoption of the Plan by the Board of Directors of the Bank, the proposed Board of Directors of the Holding Company shall adopt the Plan by at least a two-thirds vote. The proposed Board of Directors of the Holding Company shall cause to be submitted to the OTS such applications as may be required for approval of the Holding Company’s acquisition of the Bank and a Registration Statement with the SEC to register the Common Stock under the Securities Act of 1933, as amended. The proposed Board of Directors of the Holding Company shall also register or qualify the Common Stock under any applicable state securities laws, subject to Section 13 hereof.

Promptly following receipt of requisite approval of the OTS, the Plan will be submitted to the Voting Members for their consideration and approval at the Special Meeting. The Bank may, at its option, mail to all Voting Members, at their last known address appearing on the records of the Bank, a proxy statement in either long or, to the extent permitted by applicable laws and regulations, summary form describing the Plan, which will be submitted to a vote of the Voting Members at the Special Meeting. If the Plan is approved by the affirmative vote of a majority of the total number of votes eligible to be cast by Voting Members at the Special Meeting, the Bank shall take all other necessary organizational steps pursuant to applicable laws and regulations to amend its charter and bylaws to authorize the issuance of its capital stock to the Holding Company at the time the Reorganization is consummated.

(j) Expenses

The Holding Company and the Bank may retain and pay for the services of financial and other advisors and investment bankers to assist in connection with any or all aspects of the Reorganization, including in connection with the Offerings, the payment of fees to brokers for assisting Persons in completing and/or submitting Order Forms. The Bank shall use its best efforts to ensure that all fees, expenses, retainers and similar items shall be reasonable.

4. TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF COMMON STOCK.

(a) The aggregate price at which shares of Common Stock shall be sold in the Offerings shall be based on a pro forma valuation of the aggregate market value of the Common Stock prepared by the Independent Appraiser. The valuation shall be based on financial information relating to the Holding Company and the Bank, market, financial and economic conditions, a comparison of the Holding Company and the Bank with selected publicly-held financial institutions and holding companies and with comparable financial institutions and holding companies and such other factors as the Independent

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Appraiser may deem to be important, including, but not limited to, the projected operating results and financial condition of the Holding Company and the Bank. The valuation shall be stated in terms of an Estimated Price Range, the maximum of which shall be no more than 15% above the average of the minimum and maximum of such price range and the minimum of which shall be no more than 15% below such average. The valuation shall be updated during the Reorganization as market and financial conditions warrant and as may be required by the OTS.

(b) Based upon the independent valuation, the Boards of Directors of the Holding Company and the Bank shall fix the Initial Purchase Price and the number of shares of Common Stock to be offered in the Offerings. The purchase price per share for the Common Stock shall be a uniform price determined in accordance with applicable OTS rules and regulations. The Actual Purchase Price and the total number of shares of Common Stock to be issued in the Offerings shall be determined by the Boards of Directors of the Holding Company and the Bank upon conclusion of the Offerings in consultation with the Independent Appraiser and any financial advisor or investment banker retained by the Holding Company and the Bank in connection with such Offerings.

(c) Subject to the approval of the OTS, the Estimated Price Range may be increased or decreased to reflect market, financial and economic conditions before completion of the Reorganization or to fill the Order of the Tax-Qualified Employee Stock Benefit Plans, and under such circumstances the Holding Company and the Bank may increase or decrease the total number of shares of Common Stock to be issued in the Reorganization to reflect any such change. Notwithstanding anything to the contrary contained in this Plan, no resolicitation of subscribers shall be required and subscribers shall not be permitted to modify or cancel their subscriptions unless the gross proceeds from the sale of the Common Stock in the Offerings are less than the minimum or more than 15% above the maximum of the Estimated Price Range set forth in the Prospectus. In the event of an increase in the total number of shares offered in the Offerings due to an increase in the Estimated Price Range, the priority of share allocation shall be as set forth in this Plan.

5. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY).

(a) Each Eligible Account Holder shall receive, as first priority and without payment, Subscription Rights to purchase up to the greater of (i) $100,000 of Common Stock (or such maximum purchase limitation as may be established for the Community Offering and/or Syndicated Community Offering), (ii) one-tenth of 1% of the total offering of shares in the Subscription Offering, or (iii) 15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of Common Stock offered in the Subscription Offering by a fraction, of which the numerator is the amount of the Qualifying Deposits of the Eligible Account Holder and the denominator is the total amount of all Qualifying Deposits of all Eligible Account Holders, in each case subject to Section 10 hereof.

(b) In the event of an oversubscription for shares of Common Stock pursuant to Section 5(a), available shares shall be allocated among subscribing Eligible Account Holders so as to permit each such Eligible Account Holder, to the extent possible, to purchase a number of shares which will make his or her total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Any available shares remaining after each subscribing Eligible Account Holder has been allocated the lesser of the number of shares subscribed for or 100 shares shall be allocated among the subscribing Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the Qualifying Deposit of each such subscribing Eligible Account Holder bears to the total Qualifying Deposits of all such subscribing Eligible Account Holders whose orders are unfilled, provided that no fractional shares shall be issued.

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Subscription Rights of Eligible Account Holders who are also directors or Officers of the Holding Company or the Bank and their Associates shall be subordinated to those of other Eligible Account Holders to the extent that they are attributable to increased deposits during the one-year period preceding the Eligibility Record Date.

6. SUBSCRIPTION RIGHTS OF TAX-QUALIFIED EMPLOYEE STOCK BENEFIT PLANS (SECOND PRIORITY).

Tax-Qualified Employee Stock Benefit Plans shall receive, without payment, Subscription Rights to purchase in the aggregate up to 10% of the Common Stock sold in the Offerings, including any shares of Common Stock to be issued as a result of an increase in the Estimated Price Range after commencement of the Subscription Offering and before completion of the Reorganization, but excluding shares issued to the MHC. The subscription rights granted to Tax-Qualified Employee Stock Benefit Plans shall be subject to the availability of shares of Common Stock after taking into account the shares of Common Stock purchased by Eligible Account Holders; provided, however, that if the total number of shares of Common Stock is increased to any amount greater than the number of shares representing the maximum of the Estimated Price Range as set forth in the Prospectus (“Maximum Shares”), the ESOP shall have a priority right to purchase any such shares exceeding the Maximum Shares up to an aggregate of 10% of Common Stock sold in the Offerings, excluding shares issued to the MHC. Shares of Common Stock purchased by any individual participant (“Plan Participant”) in a Tax-Qualified Employee Stock Benefit Plan using funds therein pursuant to the exercise of subscription rights granted to such Participant in his individual capacity as an Eligible Account Holder and/or supplemental Eligible Account Holder and/or purchases by such Plan Participant in the Community Offering shall not be deemed to be purchases by a Tax-Qualified Employee Stock Benefit Plan for purposes of calculating the maximum amount of Common Stock that Tax-Qualified Employee Stock Benefit Plans may purchase pursuant to the first sentence of this Section 6 if the individual Plan Participant controls or directs the investment authority with respect to such account or subaccount. Consistent with applicable laws and regulations and policies and practices of the OTS, the Tax-Qualified Employee Stock Benefit Plans may use funds contributed by the Holding Company or the Bank and/or borrowed from an independent financial institution to exercise such Subscription Rights, and the Holding Company and the Bank may make scheduled discretionary contributions thereto, provided that such contributions do not cause the Bank to fail to meet any applicable regulatory capital requirement.

The Tax-Qualified Employee Stock Benefit Plans shall not be deemed to be an Associate or Affiliate of, or Person Acting in Concert with, any Management Person.

7. SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY).

(a) In the event that the Eligibility Record Date is more than 15 months before the date of OTS approval of the Plan, then, and only in that event, a Supplemental Eligibility Record Date shall be set and each Supplemental Eligible Account Holder shall receive, without payment, Subscription Rights to purchase up to the greater of (i) $100,000 of Common Stock (or such maximum purchase limitation as may be established for the Community Offering and/or Syndicated Community Offering), (ii) one-tenth of 1% of the total offering of shares in the Subscription Offering and (iii) 15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of Common Stock offered in the Subscription Offering by a fraction, of which the numerator is the amount of the Qualifying Deposits of the Supplemental Eligible Account Holder and the denominator is the total amount of all

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Qualifying Deposits of all Supplemental Eligible Account Holders, in each case subject to Section 10 hereof and the availability of shares of Common Stock for purchase after taking into account the shares of Common Stock purchased by Eligible Account Holders and Tax-Qualified Employee Stock Benefit Plans through the exercise of Subscription Rights under Sections 5 and 6 hereof.

(b) In the event of an oversubscription for shares of Common Stock pursuant to Section 7(a), available shares shall be allocated among subscribing Supplemental Eligible Account Holders so as to permit each such Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation (including the number of shares, if any, allocated in accordance with Section 5(a)) equal to the lesser of the number of shares subscribed for or 100 shares. Any remaining available shares shall be allocated among subscribing Supplemental Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of their respective Qualifying Deposits bears to the total amount of the Qualifying Deposits of all such subscribing Supplemental Eligible Account Holders whose orders are unfilled, provided that no fractional shares shall be issued.

8. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY).

(a) Each Other Member shall receive, without payment, Subscription Rights to purchase up to the greater of (i) $100,000 of Common Stock (or such maximum purchase limitation as may be established for the Community Offering and/or Syndicated Community Offering) and (ii) one-tenth of 1% of the total offering of shares in the Subscription Offering, subject to Section 10 hereof and the availability of shares of Common Stock for purchase after taking into account the shares of Common Stock purchased by Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans and Supplemental Eligible Account Holders, if any, through the exercise of Subscription Rights under Sections 5, 6 and 7 hereof.

(b) If, pursuant to this Section 8, Other Members subscribe for a number of shares of Common Stock in excess of the total number of shares of Common Stock remaining, available shares shall be allocated among subscribing Other Members so as to permit each such Other Member, to the extent possible, to purchase a number of shares which will make his or her total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Any remaining available shares shall be allocated among subscribing Other Members whose subscriptions remain unsatisfied on a pro rata basis in the same proportion as each such Other Member’s subscription bears to the total subscriptions of all such subscribing Other Members, provided that no fractional shares shall be issued.

9. COMMUNITY OFFERING, SYNDICATED COMMUNITY OFFERING, PUBLIC OFFERING AND OTHER OFFERINGS.

(a) If less than the total number of shares of Common Stock offered by the Holding Company are sold in the Subscription Offering, it is anticipated that all remaining shares of Common Stock shall, if practicable, be sold in a Community Offering. Subject to the requirements set forth herein, the manner in which the Common Stock is sold in the Community Offering shall have as its objective the achievement of the widest possible distribution of such stock.

(b) In the event of a Community Offering, all shares of Common Stock that are not subscribed for in the Subscription Offering shall be offered for sale by means of a direct community marketing program, which may provide for the use of brokers, dealers or investment banking firms experienced in the sale of financial institution securities. Any available shares in excess of those not

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subscribed for in the Subscription Offering will be available for purchase by members of the general public to whom a Prospectus is delivered by the Holding Company or on its behalf, with preference given first to natural persons and trusts of natural persons residing in New York, Kings, Bronx and Westchester Counties, New York (“Preferred Subscribers”).

(c) A Prospectus and Order Form shall be furnished to such Persons as the Holding Company and the Bank may select in connection with the Community Offering, and each order for Common Stock in the Community Offering shall be subject to the absolute right of the Holding Company and the Bank to accept or reject any such order in whole or in part either at the time of receipt of an order or as soon as practicable following completion of the Community Offering. Available shares will be allocated first to each Preferred Subscriber whose order is accepted in an amount equal to the lesser of 100 shares or the number of shares subscribed for by each such Preferred Subscriber, if possible. Thereafter, unallocated shares shall be allocated among the Preferred Subscribers whose accepted orders remain unsatisfied in the same proportion that the unfilled order bears to the total unfilled orders of all Preferred Subscribers whose accepted orders remain unsatisfied, provided that no fractional shares shall be issued. If there are any shares remaining after all accepted orders by Preferred Subscribers have been satisfied, such remaining shares shall be allocated to other members of the general public who purchase in the Community Offering, applying the same allocation described above for Preferred Subscribers.

(d) The amount of Common Stock that any Person may purchase in the Community Offering shall not exceed $100,000 of Common Stock; provided, however, that this amount may be increased to up to 5% of the total offering of shares of Common Stock or decreased to less than $100,000, subject to any required regulatory approval but without the further approval of Members or the resolicitation of subscribers; and provided further that, to the extent applicable, and subject to the preferences set forth in Section 9(b) and (c) of this Plan and the limitations on purchases of Common Stock set forth in this Section 9(d) and Section 10 of this Plan, orders for Common Stock in the Community Offering shall first be filled to a maximum of 2% of the total number of shares of Common Stock sold in the Offerings and thereafter any remaining shares shall be allocated on an equal number of shares basis per order until all orders have been filled, provided no fractional shares shall be issued. The Holding Company and the Bank may commence the Community Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering, and the Community Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Holding Company and the Bank with any required regulatory approval.

(e) Subject to such terms, conditions and procedures as may be determined by the Holding Company and the Bank, all shares of Common Stock not subscribed for in the Subscription Offering or ordered in the Community Offering may be sold by a syndicate of broker-dealers to the general public in a Syndicated Community Offering. Each order for Common Stock in the Syndicated Community Offering shall be subject to the absolute right of the Holding Company and the Bank to accept or reject any such order in whole or in part either at the time of receipt of an order or as soon as practicable after completion of the Syndicated Community Offering. The amount of Common Stock that any Person may purchase in the Syndicated Community Offering shall not exceed $100,000 of Common Stock, provided, however, that this amount may be increased to up to 5% of the total offering of shares of Common Stock or decreased to less than $100,000, subject to any required regulatory approval but without the further approval of Members or the resolicitation of subscribers; and provided further that, to the extent applicable, and subject to the limitations on purchases of Common Stock set forth in this Section 9(e) and Section 10 of this Plan, orders for Common Stock in the Syndicated Community Offering shall first be filled to a maximum of 2% of the total number of shares of Common Stock sold in the Offerings and thereafter any remaining shares shall be allocated on an equal number of shares basis per order until all

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orders have been filled, provided no fractional shares shall be issued. The Holding Company and the Bank may commence the Syndicated Community Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering and/or Community Offering, and the Syndicated Community Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Holding Company and the Bank with any required regulatory approval.

(f) The Holding Company and the Bank may sell any shares of Common Stock remaining following the Subscription Offering, Community Offering and/or the Syndicated Community Offering in a Public Offering. The provisions of Section 10 hereof shall not be applicable to the sales to underwriters for purposes of the Public Offering but shall be applicable to sales by the underwriters to the public. The price to be paid by the underwriters in such an offering shall be equal to the Actual Purchase Price less an underwriting discount to be negotiated among such underwriters and the Bank and the Holding Company, subject to any required regulatory approval or consent.

(g) If, for any reason, a Syndicated Community Offering or Public Offering of shares of Common Stock not sold in the Subscription Offering and the Community Offering cannot be effected, or if any insignificant residue of shares of Common Stock is not sold in the Subscription Offering, Community Offering or Syndicated Community Offering, the Holding Company and the Bank shall use their best efforts to obtain other purchasers for such shares in such manner and upon such conditions as may be satisfactory to the OTS.

10. LIMITATIONS ON SUBSCRIPTIONS AND PURCHASES OF COMMON STOCK.

The following limitations shall apply to all purchases of Common Stock in the Offerings:

(a) The aggregate amount of outstanding Common Stock owned or controlled by persons other than the MHC at the close of the Offerings shall be less than 50% of the Holding Company’s total outstanding Common Stock.

(b) Except in the case of Tax-Qualified Employee Stock Benefit Plans in the aggregate, as set forth in Section 10(e) hereof, and certain Eligible Account Holders and Supplemental Eligible Account Holders, as set forth in Sections 5(a)(ii) and (iii) and 7(a)(ii) and (iii) hereof, and in addition to the other restrictions and limitations set forth herein, the amount of Common Stock that any Person, any Person together with any Associates, or Persons otherwise Acting in Concert may, directly or indirectly, subscribe for or purchase in the Offerings, shall not exceed $300,000.

(c) No Person may purchase fewer than 25 shares of Common Stock in the Offerings, to the extent such shares are available; provided, however, that if the Actual Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual Purchase Price for such minimum shares will not exceed $500.00.

(d) The aggregate amount of Common Stock acquired in the Offerings by any Non-Tax-Qualified Employee Stock Benefit Plan or any Management Person and his or her Associates, exclusive of any Common Stock acquired by such plan or Management Person and his or her Associates in the secondary market, shall not exceed 4.9% of (i) the outstanding shares of Common Stock at the conclusion of the Offerings or (ii) the stockholders’ equity of the Holding Company at the conclusion of the Offerings. In calculating the number of shares held by any Management Person and his or her Associates under this paragraph, shares held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified

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Employee Stock Benefit Plan of the Holding Company or the Bank that are attributable to such Person shall not be counted.

(e) The aggregate amount of Common Stock acquired in the Offerings by any one or more Tax-Qualified Employee Stock Benefit Plans, exclusive of any shares of Common Stock acquired by such plans in the secondary market, shall not exceed 4.9% of (i) the outstanding shares of Common Stock at the conclusion of the Offerings or (ii) the stockholders’ equity of the Holding Company at the conclusion of the Offerings.

(f) The aggregate amount of Common Stock acquired in the Offerings by all stock benefit plans of the Holding Company or the Bank, other than employee stock ownership plans, shall not exceed 25% of the outstanding common stock of the Holding Company held by persons other than the MHC.

(g) The aggregate amount of Common Stock acquired in the Offerings by all Non-Tax-Qualified Employee Stock Benefit Plans or Management Persons and their Associates, exclusive of any Common Stock acquired by such plans or Management Persons and their Associates in the secondary market, shall not exceed 31% of (i) the outstanding shares of Common Stock held by persons other than the MHC at the conclusion of the Offerings or (ii) the stockholders’ equity of the Holding Company held by persons other than the MHC at the conclusion of the Offerings. In calculating the number of shares held by Management Persons and their Associates under this paragraph, shares held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan that are attributable to such persons shall not be counted.

(h) For purposes of the foregoing limitations and the determination of Subscription Rights, (i) directors, Officers and employees of the MHC, the Holding Company, the Bank or their subsidiaries shall not be deemed to be Associates or a group Acting in Concert solely as a result of their capacities as such, (ii) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be attributable to the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in Section 10(b) hereof, and (iii) shares purchased by a Tax-Qualified Employee Stock Benefit Plan pursuant to instructions of an individual in an account in such plan in which the individual has the right to direct the investment, including any plan of the Bank qualified under Section 401(k) of the Code, shall be aggregated and included in that individual’s purchases and not attributed to the Tax-Qualified Employee Stock Benefit Plan.

(i) Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Members or the resolicitation of subscribers, the Holding Company and the Bank may increase or decrease any of the individual or aggregate purchase limitations set forth herein to a percentage which does not exceed 5% of the total offering of shares of Common Stock in the Offerings whether prior to, during or after the Subscription Offering, Community Offering and/or Syndicated Community Offering. If an individual purchase limitation is increased after commencement of the Subscription Offering or any other offering, the Holding Company and the Bank shall permit any Person who subscribed for the maximum number of shares of Common Stock to purchase an additional number of shares, so that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. If any of the individual or aggregate purchase limitations are decreased after commencement of the Subscription Offering or any other offering, the orders of any Person who subscribed for more than the new purchase limitation shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person. In the event the maximum

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purchase limitation is increased to 5% of the shares sold in the Offerings, such limitation may be further increased to 9.99%, provided that orders for Common Stock exceeding 5% of the shares of Common Stock sold in the Offerings shall not exceed in the aggregate 10% of the total shares of Common Stock sold in the Offerings.

(j) The Holding Company and the Bank shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable to monitor and enforce the terms, conditions, limitations and restrictions contained in this Section 10 and elsewhere in this Plan and the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrences) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Common Stock that they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons, and the MHC, the Holding Company and the Bank and their respective Boards shall be free from any liability to any Person on account of any such action.

11. TIMING OF SUBSCRIPTION OFFERING; MANNER OF EXERCISING SUBSCRIPTION RIGHTS AND ORDER FORMS.

(a) The Offerings shall be conducted in compliance with 12 C.F.R. Part 563g and, to the extent applicable, Form OC. The Subscription Offering may be commenced concurrently with or at any time after the mailing of the Proxy Statement. The Subscription Offering may be closed before the Special Meeting, provided that the offer and sale of the Common Stock shall be conditioned upon the approval of the Plan by the Voting Members at the Special Meeting.

(b) The exact timing of the commencement of the Subscription Offering shall be determined by the Holding Company and the Bank in consultation with the Independent Appraiser and any financial or advisory or investment banking firm retained by them in connection with the Reorganization. The Holding Company and the Bank may consider a number of factors, including, but not limited to, their current and projected future earnings, local and national economic conditions, and the prevailing market for stocks in general and stocks of financial institutions in particular. The Holding Company and the Bank shall have the right to withdraw, terminate, suspend, delay, revoke or modify any such Subscription Offering, at any time and from time to time, as they in their sole discretion may determine, without liability to any Person, subject to compliance with applicable securities laws and any necessary regulatory approval or concurrence.

(c) Promptly after the SEC has declared the Registration Statement, which includes the Prospectus, effective and all required regulatory approvals have been obtained, the Holding Company and the Bank shall, distribute or make available the Prospectus, together with Order Forms for the purchase of Common Stock, to all Participants for the purpose of enabling them to exercise their respective Subscription Rights, subject to Section 13 hereof.

(d) A single Order Form for all Deposit Accounts maintained with the Bank by an Eligible Account Holder and any Supplemental Eligible Account Holder may be furnished, irrespective of the number of Deposit Accounts maintained with the Bank on the Eligibility Record Date and Supplemental Eligibility Record Date, respectively. No person holding a Subscription Right may exceed any otherwise applicable purchase limitation by submitting multiple orders for Common Stock. Multiple orders are subject to adjustment, as appropriate, on a pro rata basis and deposit balances will be divided equally among such orders in allocating shares in the event of an oversubscription.

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(e) The recipient of an Order Form shall have no less than 20 days and no more than 45 days from the date of mailing of the Order Form (with the exact termination date to be set forth on the Order Form) to properly complete and execute the Order Form and deliver it to the Holding Company and the Bank. The Holding Company and the Bank may extend such period by such amount of time as they determine is appropriate. Failure of any Participant to deliver a properly executed Order Form to the Holding Company and the Bank, along with full payment (or authorization for full payment by withdrawal) for the shares of Common Stock subscribed for, within the time limits prescribed, shall be deemed a waiver and release by such person of any rights to subscribe for shares of Common Stock. Each Participant shall be required to confirm to the Holding Company and the Bank by executing an Order Form that such Person has fully complied with all of the terms, conditions, limitations and restrictions in the Plan.

(f) The Holding Company and the Bank shall have the absolute right, in their sole discretion and without liability to any Participant or other Person, to reject any Order Form, including, but not limited to, any Order Form that is (i) improperly completed or executed; (ii) not timely received; (iii) not accompanied by the proper and full payment (or authorization of withdrawal for full payment) or, in the case of institutional investors in the Community Offering, not accompanied by an irrevocable order together with a legally binding commitment to pay the full amount of the purchase price before 48 hours before the completion of the Offerings; or (iv) submitted by a Person whose representations the Holding Company and the Bank believe to be false or who they otherwise believe, either alone, or Acting in Concert with others, is violating, evading or circumventing, or intends to violate, evade or circumvent, the terms and conditions of the Plan. Furthermore, in the event Order Forms (i) are not delivered and are returned to the Bank by the United States Postal Service or the Bank is unable to locate the addressee, or (ii) are not mailed pursuant to a “no mail” order placed in effect by the account holder, the Subscription Rights of the Person to which such rights have been granted will lapse as though such Person failed to return the contemplated Order Form within the time period specified thereon. The Holding Company and the Bank may, but will not be required to, waive any irregularity on any Order Form or may require the submission of corrected Order Forms or the remittance of full payment for shares of Common Stock by such date as they may specify. The interpretation of the Holding Company and the Bank of the terms and conditions of the Order Forms shall be final and conclusive.

12. PAYMENT FOR COMMON STOCK.

(a) Payment for shares of Common Stock subscribed for by Participants in the Subscription Offering and payment for shares of Common Stock ordered by Persons in the Community Offering shall be equal to the Initial Purchase Price multiplied by the number of shares that are being subscribed for or ordered, respectively. Such payment may be made in cash, if delivered in person, or by check, bank draft or money order at the time the Order Form is delivered to the Bank, provided that checks will only be accepted subject to collection. The Bank may, in its sole discretion, permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for such shares of common stock for which they subscribe in the community offering at any time prior to the 48 hours before the completion of the reorganization. The Bank, in its sole and absolute discretion, may also elect to receive payment for shares of Common Stock by wire transfer. In addition, the Holding Company and the Bank may elect to provide Participants and/or other Persons who have a Deposit Account with the Bank the opportunity to pay for shares of Common Stock by authorizing the Bank to withdraw from such Deposit Account an amount equal to the aggregate Initial Purchase Price of such shares. Payment may also be made by a Participant using funds held for such Participant’s benefit by a Bank Benefit Plan to the extent that such plan allows participants or any related trust established for the

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benefit of such participants to direct that some or all of their individual accounts or sub-accounts be invested in Common Stock. If the Actual Purchase Price is less than the Initial Purchase Price, the Bank shall refund the difference to all Participants and other Persons, unless the Holding Company and the Bank choose to provide Participants and other Persons the opportunity on the Order Form to elect to have such difference applied to the purchase of additional whole shares of Common Stock. If the Actual Purchase Price is more than the Initial Purchase Price, the Bank shall reduce the number of shares of Common Stock ordered by Participants and other Persons and refund any remaining amount that is attributable to a fractional share interest, unless the Bank chooses to provide Participants and other Persons the opportunity to increase the Actual Purchase Price submitted by them.

(b) Notwithstanding the above, if the Tax-Qualified Employee Stock Benefit Plans subscribe for shares during the Subscription Offering, such plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock subscribed for by such plans at the Actual Purchase Price upon consummation of the Stock Offering, provided that, in the case of the employee stock ownership plan, there is in force from the time of its subscription until the consummation of the Stock Offering, a loan commitment to lend to the employee stock ownership plan, at such time, the aggregate price of the shares for which it subscribed.

(c) If a Participant or other Person authorizes the Bank to withdraw the amount of the Initial Purchase Price from his or her Deposit Account, the Bank shall have the right to make such withdrawal or to freeze funds equal to the aggregate Initial Purchase Price upon receipt of the Order Form. Notwithstanding any regulatory provisions regarding penalties for early withdrawals from certificate accounts, the Bank may allow payment by means of withdrawal from certificate accounts without the assessment of such penalties. In the case of an early withdrawal of only a portion of such account, the certificate evidencing such account shall be canceled if any applicable minimum balance requirement ceases to be met. In such case, the remaining balance will earn interest at the regular passbook rate. However, where any applicable minimum balance is maintained in such certificate account, the rate of return on the balance of the certificate account shall remain the same as prior to such early withdrawal. This waiver of the early withdrawal penalty applies only to withdrawals made in connection with the purchase of Common Stock and is entirely within the discretion of the Holding Company and the Bank.

(d) The subscription funds will be held by the Bank or, in the Bank’s discretion, in an escrow account at an unaffiliated institution. The Holding Company shall pay interest, at not less than the Bank’s passbook rate, for all amounts paid in cash, by check, bank draft or money order to purchase shares of Common Stock in the Subscription Offering and the Community Offering from the date payment is received until the date the Reorganization is completed or terminated.

(e) The Holding Company will not offer or sell any of the Common Stock proposed to be issued to any Person whose purchase would be financed by funds loaned, directly or indirectly, to the Person by the Bank.

(f) Each share of Common Stock shall be non-assessable upon payment in full of the Actual Purchase Price.

13. ACCOUNT HOLDERS IN NONQUALIFIED STATES OR FOREIGN COUNTRIES.

The Holding Company and the Bank shall make reasonable efforts to comply with the securities laws of all jurisdictions in the United States in which Participants reside. However, no Participant will be offered or receive any Common Stock under the Plan if such Participant resides in a foreign country or

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resides in a jurisdiction of the United States with respect to which any of the following apply: (a) there are few Participants otherwise eligible to subscribe for shares under this Plan who reside in such jurisdiction; (b) the granting of Subscription Rights or the offer or sale of shares of Common Stock to such Participants would require any of the Holding Company or the Bank or their respective directors and Officers, under the laws of such jurisdiction, to register as a broker-dealer, salesman or selling agent or to register or otherwise qualify the Common Stock for sale in such jurisdiction, or any of the Holding Company or the Bank would be required to qualify as a foreign corporation or file a consent to service of process in such jurisdiction; or (c) such registration, qualification or filing in the judgment of the Holding Company and the Bank would be impracticable or unduly burdensome for reasons of cost or otherwise.

14. VOTING RIGHTS OF STOCKHOLDERS.

Following consummation of the Reorganization, voting rights with respect to the Bank shall be held and exercised exclusively by the Holding Company as holder of all of the Bank’s outstanding voting capital stock, voting rights with respect to the Holding Company shall be held and exercised exclusively by the holders of the Holding Company’s voting capital stock, and voting rights with respect to the MHC shall be held and exercised exclusively by its Members.

15. TRANSFER OF DEPOSIT ACCOUNTS.

Each Deposit Account in the Bank at the time of the consummation of the Reorganization shall become, without further action by the holder, a Deposit Account in the Bank equivalent in withdrawable amount to the withdrawal value (as adjusted to give effect to any withdrawal made for the purchase of Common Stock), and subject to the same terms and conditions (except as to voting and liquidation rights) as such Deposit Account in the Bank immediately preceding consummation of the Reorganization. Holders of Deposit Accounts in the Bank shall not, as such holders, have any voting rights.

16. REQUIREMENTS FOLLOWING THE REORGANIZATION FOR REGISTRATION, MARKET MAKING AND STOCK EXCHANGE LISTING.

In connection with the Reorganization, the Holding Company shall register the Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and shall undertake not to deregister such stock for a period of three years thereafter. The Holding Company also shall use its best efforts to (i) encourage and assist a market maker to establish and maintain a market for the Common Stock, and (ii) list the Common Stock on a national or regional securities exchange or to have quotations for such stock disseminated on the Nasdaq Stock Market.

17. COMPLETION OF THE STOCK OFFERING.

The Offerings will be terminated if not completed within 90 days of the date of approval of the Plan by the OTS, unless the extension is approved by the OTS.

18. DIRECTORS AND OFFICERS OF THE BANK.

Each person serving as a director or Officer of the Bank at the time of the adoption of the Plan of Reorganization shall continue to serve as a director or Officer of the Bank for the balance of the term for which the person was elected prior to the adoption of the Plan of Reorganization, and until a successor is elected and qualified.

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19. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE REORGANIZATION.

For a period of three years following the Reorganization, the directors and Officers of the Holding Company and the Bank and their Associates may not purchase Common Stock, without the prior written approval of the OTS, except from a broker-dealer registered with the SEC. This prohibition shall not apply, however, to (i) a negotiated transaction involving more than 1% of the outstanding Common Stock, and (ii) purchases of stock made by and held by any Tax-Qualified Employee Stock Benefit Plan (and purchases of stock made by and held by any Non-Tax-Qualified Employee Stock Benefit Plan following the receipt of shareholder approval of such plan) even if such Common Stock may be attributable to individual Officers or directors and their Associates. The foregoing restriction on purchases of Common Stock shall be in addition to any restrictions that may be imposed by federal and state securities laws.

20. RESTRICTIONS ON TRANSFER OF STOCK.

All shares of Common Stock that are purchased by Persons other than directors and Officers of the Holding Company or the Bank shall be transferable without restriction. Shares of Common Stock purchased by directors and Officers of the Holding Company or the Bank and their Associates on original issue from the Holding Company (by subscription or otherwise) shall be subject to the restriction that such shares shall not be sold or otherwise disposed of for value for a period of one year following the date of purchase, except for any disposition of such shares following the death of the original purchaser. The shares of Common Stock issued by the Holding Company to such directors and Officers shall bear the following legend giving appropriate notice of such one-year restriction:

“The shares of stock evidenced by this Certificate are restricted as to transfer for a period of one year from the date of this Certificate pursuant to Part 575 of the Rules and Regulations of the Office of Thrift Supervision. These shares may not be transferred during such one-year period without a legal opinion of counsel for the Company that said transfer is permissible under the provisions of applicable law and regulation. This restrictive legend shall be deemed null and void after one year from the date of this Certificate.”

In addition, the Holding Company shall give appropriate instructions to the transfer agent for the Holding Company with respect to the applicable restrictions relating to the transfer of restricted stock. Any shares issued at a later date as a stock dividend, stock split or otherwise with respect to any such restricted stock shall be subject to the same holding period restrictions as may then be applicable to such restricted stock. The foregoing restriction on transfer shall be in addition to any restrictions on transfer that may be imposed by federal and state securities laws.

21. TAX RULINGS OR OPINIONS.

Consummation of the Reorganization is conditioned upon prior receipt by the Holding Company and the Bank of either a ruling or an opinion of counsel with respect to federal tax laws to the effect that consummation of the transactions contemplated hereby will not result in a taxable reorganization under the provisions of the applicable codes or otherwise result in any adverse tax consequences to the Holding Company and the Bank or to account holders receiving Subscription Rights before or after the Reorganization, except in each case to the extent, if any, that Subscription Rights are deemed to have fair market value on the date such rights are issued.

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22. STOCK COMPENSATION PLANS.

(a) The Holding Company and the Bank are authorized to adopt Tax-Qualified Employee Stock Benefit Plans in connection with the Reorganization, including without limitation an employee stock ownership plan.

(b) Subsequent to the Reorganization, the Holding Company and the Bank are authorized to adopt Non-Tax Qualified Employee Stock Benefit Plans, including without limitation, stock option plans and restricted stock plans, provided however that, with respect to any such plan, the total number of shares of common stock for which options may be granted and the total amount of common stock granted as restricted stock must not exceed the limitations set forth in Section 10 hereof. In addition, any such plan implemented during the one-year period subsequent to the date of consummation of the Reorganization: (i) shall be disclosed in the proxy solicitation materials for the Special Meeting of Members and in the Prospectus; (ii) in the case of stock option plans and employee recognition or grant plans, shall be submitted for approval by the holders of the Common Stock no earlier than six months following consummation of the Reorganization; and (iii) shall comply with all other applicable requirements of the OTS.

(c) Existing, as well as any newly-created, Tax-Qualified Employee Stock Benefit Plans may purchase shares of Common Stock in the Offerings, to the extent permitted by the terms of such benefit plans and this Plan.

(d) The Holding Company and the Bank are authorized to enter into employment or severance agreements with their Officers.

23. DIVIDEND AND REPURCHASE RESTRICTIONS ON STOCK.

The Holding Company may not declare or pay a cash dividend on its Common Stock if the effect thereof would cause the regulatory capital of the Bank to be reduced below the amount required under § 567.2 of the OTS rules and regulations. Otherwise, the Holding Company may declare dividends or make other capital distributions in accordance with § 563b.520 of the OTS rules and regulations. Following completion of the Stock Offering, the Holding Company may repurchase its Common Stock consistent with § 563b.510 and § 563b.515 of the OTS rules and regulations relating to stock repurchases, as long as such repurchases do not cause the regulatory capital of the Bank to be reduced below the amount required under the OTS rules and regulations. The MHC may from time to time purchase Common Stock of the Holding Company. Subject to any notice or approval requirements of the OTS under the OTS rules and regulations, the MHC may waive its right to receive dividends declared by the Holding Company.

24. EFFECTIVE DATE.

The effective date of the Reorganization shall be the date of the closing of the sale of all shares of Common Stock. The closing of the sale of all shares of Common Stock sold in the Offerings shall occur simultaneously and shall be conditioned upon the prior receipt of all requisite regulatory and other approvals.

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25. AMENDMENT OR TERMINATION OF THE PLAN.

If deemed necessary or desirable by the Board of Directors of the Bank, this Plan may be substantively amended, as a result of comments from regulatory authorities or otherwise, at any time before the solicitation of proxies from Members to vote on the Plan and at any time thereafter with the concurrence of the OTS. Any amendment to this Plan made after approval by the Members with the concurrence of the OTS shall not necessitate further approval by the Members unless otherwise required by the OTS. This Plan shall terminate if the sale of all shares of Common Stock is not completed within 24 months from the date of the Special Meeting. Before the Special Meeting, this Plan may be terminated by the Board of Directors of the Bank without approval of the OTS. After the Special Meeting, the Board of Directors may terminate this Plan only with the concurrence of the OTS.

26. INTERPRETATION OF THE PLAN.

All interpretations of this Plan and application of its provisions to particular circumstances by a majority of each of the Boards of Directors of the Holding Company and Bank shall be final, subject to the authority of the OTS.

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Exhibit A

Charter of Mutual Holding Company

FEDERAL MUTUAL HOLDING COMPANY CHARTER

FOR

NORTHEAST COMMUNITY BANCORP, MHC

Section 1. Corporate title. The name of the mutual holding company hereby chartered is Northeast Community Bancorp, MHC (the “Mutual Company”).

Section 2. Duration. The duration of the Mutual Company is perpetual.

Section 3. Purpose and powers. The purpose of the Mutual Company is to pursue any or all of the lawful objectives of a federal mutual savings and loan holding company chartered under section 10(o) of the Home Owners’ Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental powers conferred thereby and all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision (the “OTS”).

Section 4. Capital. The Mutual Company shall have no capital stock.

Section 5. Members. All holders of the savings, demand or other authorized accounts of Northeast Community Bank (the “Bank”) are members of the Mutual Company. With respect to all questions requiring action by the members of the Mutual Company, each holder of an account in the Bank shall be permitted to cast one vote for each $100, or fraction thereof, of the withdrawal value of the member’s account. In addition, borrowers from the Bank, as of January 30, 1989, shall be entitled to one vote for the period of time during which such borrowings are in existence. No member, however, shall cast more than 1,000 votes. All accounts shall be nonassessable.

Section 6. Directors. The Mutual Company shall be under the direction of a board of directors. The authorized number of directors shall not be fewer than five nor more than fifteen, as fixed in the Mutual Company’s bylaws, except that the number of directors may be decreased to a number less than five or increased to a number greater than fifteen with the prior approval of the Director of the OTS or his or her delegate.

Section 7. Capital, surplus, and distribution of earnings. The Mutual Company shall distribute net earnings to account holders of the Bank on such basis and in accordance with such terms and conditions as may from time to time be authorized by the Director of the OTS; provided, however, that the Mutual Company may establish minimum-balance requirements for account holders to be eligible for distribution of earnings.

All holders of accounts of the Bank shall be entitled to equal distribution of assets of the Mutual Company, pro rata to the value of their accounts in the Bank, in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Mutual Company.

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Section 8. Amendment of Charter. Adoption of any pre-approved charter amendment shall be effective after such pre-approved amendment has been submitted to and approved by the members at a legal meeting. Any other amendment, addition, change or repeal of this charter must be approved by the OTS prior to approval by the members at a legal meeting, and shall be effective upon filing with the OTS in accordance with regulatory procedures.

Attest:	NORTHEAST COMMUNITY BANCORP, MHC
Anne Stevenson-DeBlasi	Kenneth A. Martinek
Secretary	President and Chief Executive Officer
Attest:	OFFICE OF THRIFT SUPERVISION
	By:

EFFECTIVE DATE:                     

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Exhibit B

Bylaws of Mutual Holding Company

BYLAWS

OF

NORTHEAST COMMUNITY BANCORP, MHC

1. Annual meeting of members. The annual meeting of the members of Northeast Community Bancorp, MHC (the “Mutual Company”) for the election of directors and for the transaction of any other business of the Mutual Company shall be held, as designated by the board of directors, at a location within the state that constitutes the principal place of business of the Mutual Company, or at any other convenient place the board of directors may designate, on a day and time that is within 150 days after the end of the Mutual Company’s fiscal year. At each annual meeting, the officers shall make a full report of the financial condition of the Mutual Company and of its progress for the preceding year and shall outline a program for the succeeding year. Annual meetings shall be conducted by the chairman of the annual meeting in accordance with the written procedures agreed to by the board of directors.

2. Special meetings of members. Special meetings of the members of the Mutual Company may be called at any time by the president or a majority of the board of directors and shall be called by the president or the secretary upon the written request of members of record, holding in the aggregate at least 10% or more of the voting capital of the Mutual Company. For purposes of this Section 2, “voting capital” shall mean the maximum number of votes eligible to be cast at a legal meeting of members as determined at the most recent practicable date. Such written request shall state the purpose of the meeting and shall be delivered at the principal place of business of the Mutual Company addressed to the chairman of the board or the president. The business which may be brought before and acted upon at any special meeting shall be limited to those matters specified by the board of directors or, in the case of a special meeting called by the members pursuant to this Section 2, those matters specified by such members in the written request delivered to the chairman of the board or the secretary. Special meetings shall be conducted by the chairman of the special meeting in accordance with written procedures agreed to by the board of directors.

3. Notice of meeting of members. Notice of each annual or special meeting shall be either published once a week for the two successive calendar weeks (in each instance on any day of the week) immediately prior to the week in which such meeting shall convene, in a newspaper printed in the English language and of general circulation in the city or county in which the principal place of business of the Mutual Company is located, or mailed postage-prepaid at least 15 days and not more than 45 days prior to the date on which such meeting shall convene, to each of its members of record at the last address appearing on the books of the Mutual Company. Such notice shall state the name of the Mutual Company, the place of the meeting, the date and time when it shall convene, and the matters to be considered. A similar notice shall be posted in a conspicuous place in each of the offices of Northeast Community Bank (the “Bank”) during the 14 days immediately preceding the date on which such meeting shall convene. If any member, in person or by authorized attorney, shall waive in writing notice of any meeting of members, notice thereof need not be given to such member. When any meeting is adjourned for 30 days or more, notice of the adjournment and reconvening of the meeting shall be given as in the case of the original meeting.

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4. Fixing of record date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the board of directors shall fix in advance a record date for any such determination of members. Such date shall be not more than 60 days nor fewer than 10 days prior to the date on which the action, requiring such determination of members, is to be taken. The member entitled to participate in any such action shall be the member of record on the books of the Mutual Company on such record date. The number of votes which each member shall be entitled to cast at any meeting of the members shall be determined from the books of the Mutual Company as of such record date. Any member of such record date who ceases to be a member prior to such meeting shall not be entitled to vote at that meeting. The same determination shall apply to any adjourned meeting.

5. Member quorum. Any number of members present and voting, represented in person or by proxy, at a regular or special meeting of the members shall constitute a quorum. A majority of all votes cast at any meeting of the members shall determine any question, unless otherwise required by regulation. Directors, however, are elected by a plurality of the votes cast at an election of directors. At any adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called. Members present at a duly constituted meeting may continue to transact business until adjournment.

6. Voting by proxy. Voting at any annual or special meeting of the members may be by proxy pursuant to the rules and regulations of the Office of Thrift Supervision (the “OTS”), provided, that no proxies shall be voted at any meeting unless such proxies shall have been placed on file with the secretary of the Mutual Company, for verification, prior to the convening of such meeting. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the member. All proxies with a term greater than eleven months or solicited at the expense of the Mutual Company must run to the board of directors as a whole, or to a committee appointed by a majority of such board. Accounts held by an administrator, executor, guardian, conservator or receiver may be voted in person or by proxy by such person. Accounts held by a trustee may be voted by such trustee either in person or by proxy, in accordance with the terms of the trust agreement, but no trustee shall be entitled to vote accounts without a transfer of such accounts into the trustee name. Accounts held in trust in an IRA or Keogh Account, however, may be voted by the Mutual Company if no other instructions are received. Joint accounts shall be entitled to no more than 1,000 votes, and any owner may cast all the votes unless the Mutual Company has otherwise been notified in writing.

7. Communication between members. Communication between members shall be subject to any applicable rules or regulations of the OTS. No member, however, shall have the right to inspect or copy any portion of any books or records of the Mutual Company or the Bank containing: (i) a list of depositors in or borrowers from the Bank; (ii) their addresses; (iii) individual deposit or loan balances or records; or (iv) any data from which such information could reasonably be constructed.

8. Number of directors. The number of directors of the Mutual Company shall be eight (8), except where authorized by the OTS. Each director shall be a member of the Mutual Company. Directors shall be elected for periods of one to three years and until their successors

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are elected and qualified, but if a staggered board is chosen, provision shall be made for the election of approximately one-third or one-half of the board each year, as appropriate.

9. Meetings of the board. The board of directors shall meet at least quarterly at the principal place of business of the Mutual Company at an hour and date fixed by resolution of the board, provided that the place of meeting may be changed by the directors. Special meetings of the board may be held at any place specified in a notice of such meeting and shall be called by the secretary upon the written request of the chairman of the board or of three directors. All special meetings shall be held upon at least 24 hours written notice to each director unless notice is waived in writing before or after such meeting. Such notice shall state the place, date, time, and purposes of such meeting. A majority of the authorized directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board. Action may be taken without a meeting if unanimous written consent is obtained for such action.

Members of the board of directors may participate in meetings by means of conference telephone or in similar communications equipment by which all persons participating in the meeting can hear and speak to each other.

The meetings shall be under the direction of a chairman, appointed annually by the board, or in the absence of the chairman, the meetings shall be under the direction of another member designated by the Board. Regular and special meetings of the board shall be conducted in accordance with the rules determined by the chairman.

10. Officers, employees and agents. Annually at the meeting of the board of directors of the Mutual Company following the annual meeting of the members of the Mutual Company, the board of directors shall elect a president, one or more vice presidents, a secretary, officer and a treasurer or comptroller; provided, that the offices of president and secretary may not be held by the same person and a vice president may also be the treasurer or comptroller. The board may appoint such additional officers, employees and agents as it may from time to time determine, including a chief executive officer. The board of directors may also designate the chairman of the board as an officer. The term of office of all officers shall be one year or until their respective successors are elected and qualified. Any officer may be removed at any time by the board with or without cause, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed. In the absence of designation from time to time of powers and duties by the board, the officers shall have such powers and duties as generally pertain to their respective offices.

11. Vacancies, resignation or removal of directors. Members of the Mutual Company shall elect directors by ballot; provided, that in the event of a vacancy on the board between meetings of members, the board of directors may, by their affirmative vote, fill such vacancy, even if the remaining directors constitute less than a quorum. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the members. Any director may resign at any time by sending a written notice of such resignation to the office of the Mutual Company delivered to the secretary. Unless otherwise specified therein such resignation shall take effect upon receipt by the secretary. More than three consecutive absences from regular

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meetings of the board, unless excused by resolution of the board, shall automatically constitute a resignation, effective when such resignation is accepted by the board.

At a meeting of members called expressly for that purpose, directors or the entire board may be removed, only with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

12. Integrity of Directors. A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

13. Powers of the board. The board of directors shall have the power:

(a) By resolution, to appoint from among its members and remove an executive committee, which committee shall have and may exercise the powers of the board between the meetings of the board, but no such committee shall have the authority of the board to amend the charter or bylaws, adopt a plan of merger, consolidation, dissolution, or provide for the disposition of all or substantially all of the property and assets of the Mutual Company. Such committee shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law;

(b) To appoint and remove by resolution the members of such other committees as may be deemed necessary and prescribe the duties thereof;

(c) To fix the compensation of directors, officers, and employees; and to remove any officer or employee at any time with or without cause;

(d) To extend leniency and indulgence to borrowing members who are in distress and generally to compromise and settle any debts and claims;

(e) To limit payments on capital which may be accepted;

(f) To reject an application for an account or membership; and

(g) To exercise any and all of the powers of the Mutual Company not expressly reserved by the charter to the members.

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14. Execution of instruments, generally. All documents and instruments or writings of any nature shall be signed, executed, verified, acknowledged, and delivered by such officers, agents, or employees of the Mutual Company or any one of them and in such manner as from time to time may be determined by resolution of the board. All notes, drafts, acceptances, checks, endorsements, and all evidences of indebtedness of the Mutual Company whatsoever shall be signed by such officer or officers or such agent or agents of the Mutual Company and in such manner as the board may from time to time determine. Endorsements for deposit to the credit of the Mutual Company in any of its duly authorized depositories shall be made in such manner as the board may from time to time determine. Proxies to vote with respect to shares or accounts of other associations or stock of other corporations owned by, or standing in the name of, the Mutual Company may be executed and delivered from time to time on behalf of the Mutual Company by the president and the secretary of the Mutual Company or by any other persons so authorized by the board.

15. Nominating committee. The chairman, at least 30 days prior to the date of each annual meeting, shall appoint a nominating committee of three persons who are members of the Mutual Company. Such committee shall make nominations for directors in writing and deliver to the secretary such written nominations at least 15 days prior to the date of the annual meeting, which nominations shall then be posted in a prominent place in the principal place of business for the 15-day period prior to the date of the annual meeting, except in the case of a nominee substituted as a result of death or other incapacity. Provided such committee is appointed and makes such nominations, no nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by members are made in writing and delivered to the secretary of the Mutual Company at least 10 days prior to the date of the annual meeting, which nominations shall then be posted in a prominent place in the principal place of business for the 10-day period prior to the date of the annual meeting, except in the case of a nominee substituted as a result of death or other incapacity. Ballots bearing the names of all persons nominated by the nominating committee and by other members prior to the annual meeting shall be provided for use by the members at the annual meeting. If at any time the chairman shall fail to appoint such nominating committee, or the nominating committee shall fail or refuse to act at least 15 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any member and shall be voted upon.

16. New business. Any new business to be taken up at the annual meeting, including any proposal to increase or decrease the number of directors of the Mutual Company, shall be stated in writing and filed with the secretary of the Mutual Company at least 30 days before the date of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any member may make any other proposal at the annual meeting and the same may be discussed and considered; but unless stated in writing and filed with the secretary 30 days before the meeting, such proposal shall be laid over for action at an adjourned, special, or regular meeting of the members taking place at least 30 days thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of the reports of officers and committees, but in connection with such reports no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

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17. Seal. The seal shall be two concentric circles between which shall be the name of the Mutual Company. The year of incorporation, the word “incorporated,” or an emblem may appear in the center.

18. Indemnification. The Mutual Company shall indemnify all officers, directors and employees of the Mutual Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Mutual Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

19. Amendment. Adoption of any bylaw amendment pursuant to Section 544.5 of the OTS’s regulations, as long as consistent with applicable law, rules and regulations, and which adequately addresses the subject and purpose of the stated bylaw section, shall be effective after: (i) approval of the amendment by a majority vote of the authorized board, or by a vote of the members of the Mutual Company at a legal meeting, and (ii) receipt of any applicable regulatory approval. When the Mutual Company fails to meet its quorum requirement, solely due to vacancies on the board, the bylaws may be amended by an affirmative vote of a majority of the sitting board.

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Exhibit C

Charter of Stock Holding Company

FEDERAL MHC SUBSIDIARY HOLDING COMPANY CHARTER

FOR

NORTHEAST COMMUNITY BANCORP, INC.

Section 1. Corporate Title.

The full corporate title of the MHC subsidiary holding company is Northeast Community Bancorp, Inc. (the “Holding Company”).

Section 2. Domicile

The domicile of the Holding Company is in the City of White Plains, in the State of New York.

Section 3. Duration.

The duration of the Holding Company is perpetual.

Section 4. Purpose and Powers.

The purpose of the Holding Company is to pursue any or all of the lawful objectives of a federal mutual holding company chartered under Section 10(o) of the Home Owners’ Loan Act, 12 U.S.C. 1467a(o), and to exercise all the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision (“OTS”).

Section 5. Capital Stock.

The total number of shares of all classes of the capital stock which the Holding Company has authority to issue is twenty million (20,000,000) shares, of which nineteen million (19,000,000) shares shall be common stock, par value $.01 per share, and of which one million (1,000,000) shares shall be preferred stock, par value $.01 per share. The shares may be issued from time to time as authorized by the Board of Directors without the approval of its shareholders except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the Holding Company. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted to the Holding Company), labor, or services actually performed for the Holding Company, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the Board of Directors of the Holding Company, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be

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fully paid and nonassessable. In the case of a stock dividend, that part of the retained earnings of the Holding Company that is transferred to common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.

Except for the initial offering of shares of the Holding Company, no shares of capital stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons of the Holding Company (except for shares issued to the parent mutual holding company) other than as part of a general public offering or as qualifying shares to a director, unless their issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting.

Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class or series of capital stock to vote as a separate class or series or to more than one vote per share: provided, that this restriction on voting separately by class or series shall not apply:

(i) To any provision which would authorize the holders of preferred stock, voting as a class or series, to elect some members of the Board of Directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock;

(ii) To any provision which would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the Holding Company with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the Holding Company if the preferred stock is exchanged for securities of such other corporation; provided, that no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the OTS or the Federal Deposit Insurance Corporation;

(iii) To any amendment which would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment which would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment which increases the number of authorized shares of any class or series of capital stock, or substitutes the surviving corporation in a merger or consolidation for the Holding Company, shall not be considered to be such an adverse change.

A description of the different classes and series (if any) of the Holding Company’s capital stock and a statement of the designations, and the relative rights, preferences, and limitations of the shares of each class of and series (if any) of capital stock are as follows:

A. Common Stock. Except as provided in this Section 5 (or in any supplementary sections thereto) the holders of the common stock shall exclusively possess all

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voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by such holder and there shall be no right to cumulate votes in an election of directors.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund, retirement fund, or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends.

In the event of any liquidation, dissolution, or winding up of the Holding Company, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Holding Company available for distribution remaining after: (i) payment or provision for payment of the Holding Company’s debts and liabilities; (ii) distributions or provision for distributions in settlement of a liquidation account; and (iii) distributions or provision for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution, or winding up of the Holding Company. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.

B. Preferred Stock. The Holding Company may provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(a) The distinctive serial designation and the number of shares constituting such series;

(b) The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s) the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends;

(c) The voting powers, full or limited, if any, of the shares of such series;

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(d) Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed;

(e) The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Holding Company;

(f) Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund;

(g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the Holding Company and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(h) The price or other consideration for which the shares of such series shall be issued; and

(i) Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock.

Each share of each series of serial preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series.

The Board of Directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series, and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established.

Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the Board of Directors, the Holding Company shall file with the Secretary to the OTS a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof.

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Section 6. Certain Provisions Applicable for Five Years.

Notwithstanding anything contained in the Holding Company’s charter or bylaws to the contrary, for a period of five years from the date of an initial minority stock offering of shares of common stock of the Holding Company, the following provisions shall apply:

A. Beneficial Ownership Limitation. No person other than Northeast Community Bancorp, MHC shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of any class of an equity security of the Holding Company. This limitation shall not apply to a transaction in which the Holding Company forms a holding company in conjunction with conversion, or thereafter, if such formation is without change in the respective beneficial ownership interests of the Holding Company’s shareholders other than pursuant to the exercise of any dissenter and appraisal rights, the purchase of shares by underwriters in connection with a public offering, or the purchase of shares by a tax-qualified employee stock benefit plan which is exempt from the approval requirements under Section 574.3(c)(1)(vi) of the OTS’s Regulations.

In the event shares are acquired in violation of this Section 6, all shares beneficially owned by any person in excess of 10 percent shall be considered “excess shares” and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the shareholders for a vote.

For purposes of this Section 6, the following definitions apply:

(i) The term “person” includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the Holding Company.

(ii) The term “offer” includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.

(iii) The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

(iv) The term “acting in concert” means (a) knowing participation in a joint activity or conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

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B. Call for Special Meetings. Special meetings of shareholders relating to changes in control of the Holding Company or amendments to its charter shall be called only at the direction of the Board of Directors.

Section 7. Preemptive Rights.

Holders of the capital stock of the Holding Company are not entitled to preemptive rights with respect to any shares of the Holding Company that may be issued.

Section 8. Directors.

The Holding Company shall be under the direction of a Board of Directors. The authorized number of directors, as stated in the Holding Company’s bylaws, shall not be fewer than five nor more than fifteen except when a greater or lesser number is approved by the Director of the OTS, or his or her delegate.

Section 9. Amendment of Charter.

Except as provided in Section 5, no amendment, addition, alteration, change, or repeal of this charter shall be made, unless such is proposed by the Board of Directors of the Holding Company, approved by the shareholders by a majority of the votes eligible to be cast at a legal meeting, unless a higher vote is otherwise is required, and approved or preapproved by the OTS.

Attest:	NORTHEAST COMMUNITY BANCORP, INC.
Anne Stevenson-DeBlasi Secretary	Kenneth A. Martinek President and Chief Executive Officer
Attest:	OFFICE OF THRIFT SUPERVISION
	By:

EFFECTIVE DATE:                     

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Exhibit D

Bylaws of Stock Holding Company

BYLAWS OF

NORTHEAST COMMUNITY BANCORP, INC.

ARTICLE I. HOME OFFICE

The home office of Northeast Community Bancorp, Inc. (the “Subsidiary Holding Company”) is 325 Hamilton Avenue, White Plains, in the County of Westchester, in the State of New York.

ARTICLE II. SHAREHOLDERS

Section l. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Subsidiary Holding Company or at such other convenient place as the board of directors may determine.

Section 2. Annual Meeting. A meeting of the shareholders of the Subsidiary Holding Company for the election of directors and for the transaction of any other business of the Subsidiary Holding Company shall be held annually within 150 days after the end of the Subsidiary Holding Company’s fiscal year on such date as the board of directors may determine.

Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision (“OTS”) or the Federal Stock Charter of the Subsidiary Holding Company, may be called at any time by the chairman of the board, the president or a majority of the board of directors, and shall be called by the chairman of the board, the president or the secretary upon the written request of the holders of not less than one-tenth of all of the outstanding capital stock of the Subsidiary Holding Company entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Subsidiary Holding Company addressed to the chairman of the board, the president or the secretary.

Section 4. Conduct of Meetings. Annual and special meetings shall be conducted by the person designated by the board of directors to preside at such meetings in accordance with the written procedures agreed to by the board of directors. The board of directors shall designate, when present, either the chairman of the board or such other person as designated by the board of directors to preside at such meetings.

Section 5. Notice of Meetings. Written notice stating the place, day and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Subsidiary Holding Company as of the record date prescribed in Section 6 of this Article II, with postage prepaid. When any shareholders’ meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary

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to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.

Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Subsidiary Holding Company shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Subsidiary Holding Company and shall be subject to inspection by any shareholder of record or the shareholder’s agent at any time during usual business hours, for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or the shareholder’s agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in §552.6(d) of the OTS’s Regulations as now or hereafter in effect.

Section 8. Quorum. A majority of the outstanding shares of the Subsidiary Holding Company entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter of the Subsidiary Holding Company. Directors, however, are elected by a plurality of the votes cast at an election of directors.

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Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.

Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Subsidiary Holding Company to the contrary, at any meeting of the shareholders of the Subsidiary Holding Company any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may be voted by the Subsidiary Holding Company if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Subsidiary Holding Company, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Subsidiary Holding Company, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 12. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three.

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Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting, or at the meeting by the chairman of the board or the president.

Unless otherwise prescribed by regulations of the OTS, the duties of such inspectors shall include: determining the number of shares of stock and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

Section 13. Nominating Committee. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Subsidiary Holding Company at least 30 days prior to the date of the annual meeting; provided, however, that in the event that less than 40 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was made. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.

Section 14. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary at least 30 days before the date of the annual meeting; provided, however, that in the event that less than 40 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was made, and all other business so stated, proposed and filed shall be considered at the annual meeting so long as such business relates to a proper subject matter for shareholder action; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least 30 days before the meeting, such proposal shall be laid over for action at an adjourned, special or annual meeting of the shareholders taking place 30 days or

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more thereafter. A shareholder’s notice to the secretary shall set forth as to each matter the shareholder proposed to bring before the annual meeting (a) a brief description of the proposal desired to be brought before the annual meeting and (b) the name and address of such shareholder and the class and number of shares of the Subsidiary Holding Company which are owned of record or beneficially by such shareholder. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

Section 15. Informal Action by Shareholders. Any action required to be taken at a meeting of shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

Section l. General Powers. The business and affairs of the Subsidiary Holding Company shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board from among its members and, when present, the chairman of the board shall preside at its meetings. If the chairman of the board is not present, the board shall select one of its members to preside at its meeting.

Section 2. Number and Term. The board of directors shall consist of eight (8) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw following the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than such resolution. Directors may participate in a meeting by means of a conference telephone or similar communications device through which all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person for all purposes.

Section 4. Qualification. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Subsidiary Holding Company unless the Subsidiary Holding Company is a wholly owned subsidiary of a holding company.

Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president or by one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by such persons.

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Members of the board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear and speak to each other. Such participation shall constitute presence in person for all purposes.

Section 6. Notice. Written notice of any special meeting shall be given to each director at least 24 hours prior thereto when delivered personally or by telegram, or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, when delivered to the telegraph company if sent by telegram or when the Subsidiary Holding Company receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the OTS or by these bylaws.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Subsidiary Holding Company addressed to the chairman of the board or the president. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board or the president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.

Section 11. Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.

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Section 12. Compensation. Directors, as such, may receive compensation for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the board of directors may determine.

Section 13. Presumption of Assent. A director of the Subsidiary Holding Company who is present at a meeting of the board of directors at which action on any Subsidiary Holding Company matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Subsidiary Holding Company within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the Charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

For purposes of this section, removal for cause includes, as defined in 12 C.F.R. §563.39, or any successor regulation enacted by the OTS, “personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, [or a] willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.”

Section 15. Integrity of Directors. A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against who a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES

Section l. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to

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constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation.

Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the Charter or bylaws of the Subsidiary Holding Company, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease or other disposition of all or substantially all of the property and assets of the Subsidiary Holding Company otherwise than in the usual and regular course of its business; a voluntary dissolution of the Subsidiary Holding Company; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee.

Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.

Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee

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at any time by giving written notice to the president or secretary of the Subsidiary Holding Company. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred.

Section 10. Other Committees. The board of directors may by resolution establish an audit, loan, or other committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Subsidiary Holding Company and may prescribe the duties, constitution and procedures thereof.

ARTICLE V. OFFICERS

Section l. Positions. The officers of the Subsidiary Holding Company shall be a chief executive officer, a president, one or more vice presidents, a secretary and a treasurer or comptroller, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer or comptroller. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Subsidiary Holding Company may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Subsidiary Holding Company shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer’s death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contractual rights. The board of directors may authorize the Subsidiary Holding Company to enter into an employment contract with any officer in accordance with regulations of the OTS; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.

Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Subsidiary Holding Company will be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed.

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Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors by employment contracts or otherwise.

ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section l. Contracts. To the extent permitted by regulations of the OTS, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee, or agent of the Subsidiary Holding Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Subsidiary Holding Company. Such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Subsidiary Holding Company and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Subsidiary Holding Company shall be signed by one or more officers, employees or agents of the Subsidiary Holding Company in such manner as shall from time to time be determined by the board of directors.

Section 4. Deposits. All funds of the Subsidiary Holding Company not otherwise employed shall be deposited from time to time to the credit of the Subsidiary Holding Company in any duly authorized depositories as the board of directors may select.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section l. Certificates for Shares. Certificates representing shares of capital stock of the Subsidiary Holding Company shall be in such form as shall be determined by the board of directors and approved by the OTS. Such certificates shall be signed by the chief executive officer or by any other officer of the Subsidiary Holding Company authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Subsidiary Holding Company itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Subsidiary Holding Company. All certificates surrendered to the Subsidiary Holding Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and cancelled, except that in case of a lost or destroyed certificate, a new certificate

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may be issued upon such terms and indemnity to the Subsidiary Holding Company as the board of directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Subsidiary Holding Company shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a duly executed power of attorney and filed with the Subsidiary Holding Company. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Subsidiary Holding Company shall be deemed by the Subsidiary Holding Company to be the owner for all purposes.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the Subsidiary Holding Company shall end on December 31 of each year. The appointment of accountants shall be subject to annual ratification by the shareholders.

ARTICLE IX. DIVIDENDS

Subject to the terms of the Subsidiary Holding Company’s Charter and the regulations and orders of the OTS, the board of directors may, from time to time, declare, and the Subsidiary Holding Company may pay, dividends on its outstanding shares of capital stock.

ARTICLE X. CORPORATE SEAL

The board of directors shall provide a Subsidiary Holding Company seal, which shall be two concentric circles between which shall be the name of the Subsidiary Holding Company. The year of incorporation or an emblem may appear in the center.

ARTICLE XI. AMENDMENTS

These bylaws may be amended in a manner consistent with regulations of the OTS and shall be effective after: (i) approval of the amendment by a majority vote of the authorized board of directors, or by a majority vote of the votes cast by the shareholders of the Subsidiary Holding Company at any legal meeting, and (ii) receipt of any applicable regulatory approval. When the Subsidiary Holding Company fails to meet its quorum requirements, solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws.

ARTICLE XII. INDEMNIFICATION

The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Subsidiary Holding Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

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Exhibit E

Charter of Stock Bank

NORTHEAST COMMUNITY BANK

CHARTER

Section 1. Corporate Title. The full corporate title of the savings bank is Northeast Community Bank (the “Bank”).

Section 2. Office. The home office shall be located in the City of White Plains, in the State of New York.

Section 3. Duration. The duration of the Bank is perpetual.

Section 4. Purpose and Powers. The purpose of the Bank is to pursue any or all of the lawful objectives of a Federal savings bank chartered under section 5 of the Home Owners’ Loan Act and to exercise all of the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision (the “OTS”).

Section 5. Capital Stock. The total number of shares of all classes of the capital stock that the Bank has the authority to issue is five thousand (5,000), of which four thousand (4,000) shares shall be common stock, par value $1.00 per share, and of which one thousand (1,000) shares shall be serial preferred stock, par value $1.00 per share. The shares may be issued from time to time as authorized by the Board of Directors without the approval of the shareholders, except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the Bank. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted to the Bank), labor, or services actually performed for the Bank, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the Board of Directors of the Bank, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, that part of the retained earnings of the Bank that is transferred to common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.

Except for the shares issued in the initial organization of the Bank or in connection with the conversion of the Bank from the mutual to stock form of capitalization, no shares of capital stock (including shares issuable upon conversion, exchange or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons of the Bank other than as part of a general public offering or as qualifying shares to a director, unless their issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting.

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Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class or series of capital stock to vote as a separate class or series or to more than one vote per share provided, that this restriction on voting separately by class or series shall not apply:

(i) to any provision that would authorize the holders of preferred stock, voting as a class or series, to elect some members of the Board of Directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock;

(ii) to any provision that would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the Bank with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the Bank if the preferred stock is exchanged for securities of such other corporation; provided, that no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the OTS, or the Federal Deposit Insurance Corporation;

(iii) to any amendment that would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment which would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment that increases the number of authorized shares of any class or series of capital stock, or substitutes the surviving bank in a merger or consolidation for the Bank, shall not be considered to be such an adverse change.

A description of the different classes and series (if any) of the Bank’s capital stock and a statement of the designations, and the relative rights, preferences, and limitations of the shares of each class of and series (if any) of capital stock are as follows:

A. Common Stock. Except as provided in this Section 5 (or in any supplementary sections hereto) the holders of the common stock shall exclusively possess all voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by such holder and there shall be no right to cumulate votes in an election of directors.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to payment of dividends, the full amount of dividends and of sinking fund, retirement fund, or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends.

In the event of any liquidation, dissolution, or winding up of the Bank, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Bank available for distribution remaining after: (i) payment or provision for payment of the Bank’s debts and liabilities; (ii) distributions or provision for distributions in

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settlement of its liquidation account; and (iii) distributions or provision for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution, or winding up of the Bank. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.

B. Preferred Stock. The Bank may provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(i) the distinctive serial designation and the number of shares constituting such series;

(ii) the dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s), the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends;

(iii) the voting powers, full or limited, if any, of shares of such series;

(iv) whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed;

(v) the amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Bank;

(vi) whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund;

(vii) whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the Bank and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(viii) the price or other consideration for which the shares of such series shall be issued; and

(ix) whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock.

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Each share of each series of serial preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series.

The Board of Directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established.

Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the Board of Directors, the Bank shall file with the Secretary of the OTS a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof.

Section 6. Preemptive Rights. Holders of the capital stock of the Bank shall not be entitled to preemptive rights with respect to any shares of the Bank that may be issued.

Section 7. Directors. The Bank shall be under the direction of a Board of Directors. The authorized number of directors, as stated in the Bank’s bylaws, shall not be fewer than five (5) nor more than fifteen (15), except when a greater or lesser number is approved by the Director of the OTS, or his or her delegate.

Section 8. Certain Provisions Applicable for Five Years. Notwithstanding anything contained in the Bank’s charter and or bylaws to the contrary, for a period of five (5) years from the date of completion of an initial minority stock offering of shares of common stock of Northeast Community Bancorp, Inc., the following provisions shall apply:

A. Beneficial Ownership Limitation. No person shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than ten percent (10%) of any class of an equity security of the Bank. This limitation shall not apply to Northeast Community Bancorp, MHC or Northeast Community Bancorp, Inc., a transaction in which the Bank forms a holding company without change in the respective beneficial ownership interests of its stockholders other than pursuant to the exercise of any dissenter and appraisal rights, the purchase of shares by underwriters in connection with a public offering, or the purchase of shares by a tax-qualified employee stock benefit plan that is exempt from the approval requirements under 574.3(c)(1)(vii) of the OTS’s regulations.

In the event shares are acquired in violation of this Section 8, all shares beneficially owned by any person in excess of ten percent (10%) shall be considered “excess shares” and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the stockholders for a vote.

For the purposes of this Section 8, the following definitions apply.

(A) The term “person” includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated

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organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the Bank.

(B) The term “offer” includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.

(C) The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

(D) The term “security” includes non-transferable subscription rights issued pursuant to a plan of stock issuance as well as a “security” as defined in 15 U.S.C. ‘ 78c(a)(10).

(E) The term “acting in concert” means (i) knowing participation in a joint activity or conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangements, whether written or otherwise.

B. Call for Special Meetings. Special meetings of stockholders relating to changes in control of the Bank or amendments to its charter shall be called only upon direction of the Board of Directors.

Section 9. Deposit Accounts. In any situation in which the priority of the accounts of the Bank is in controversy, all such accounts shall, to the extent of their withdrawable value, be debts of the Bank having at least as high a priority as the claims of general creditors of the Bank not having priority (other than any priority arising or resulting from consensual subordination) over other general creditors of the Bank.

Section 10. Amendment of Charter. Except as provided in Section 5 hereof, no amendment, addition, alteration, change, or repeal of this charter shall be made, unless such is first proposed by the Board of Directors of the Bank, approved by the stockholders by a majority of the total votes eligible to be cast at a legal meeting, unless a higher vote is otherwise required, and approved or preapproved by the OTS.

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		NORTHEAST COMMUNITY BANK
Attest:		By:
	Anne Stevenson-DeBlasi		Kenneth A. Martinek
	Secretary		President and Chief Executive Officer
		OFFICE OF THRIFT SUPERVISION
Attest:		By:

Effective Date:                     

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Exhibit F

Bylaws of Stock Bank

NORTHEAST COMMUNITY BANK

BYLAWS

ARTICLE I - Home Office

The home office of Northeast Community Bank (the “Bank”) shall be located at 325 Hamilton Avenue, White Plains, in the County of Westchester, in the State of New York.

ARTICLE II - Shareholders

Section 1. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Bank or at such other convenient place as the Board of Directors may determine.

Section 2. Annual Meeting. A meeting of the shareholders of the Bank for the election of directors and for the transaction of any other business of the Bank shall be held annually within 150 days after the end of the Bank’s fiscal year on such date as the Board of Directors may determine.

Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision (the “OTS”) or the Federal Stock Charter of the Bank, may be called at any time by the chairman of the board, the president, or a majority of the Board of Directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of the holders of ten percent or more of all the outstanding capital stock of the Bank entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered at the home office of the Bank addressed to the chairman of the board, the president, or the secretary.

Section 4. Conduct of Meetings. Annual and special meetings shall be conducted by the chairman of the annual or special meeting in accordance with the written procedures agreed to by the Board of Directors. The Board of Directors shall designate, when present, either the chairman of the board or one of its members to preside at such meetings.

Section 5. Notice of Meetings. Written notice stating the place, day and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, or the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Bank as of the record date prescribed in Section 6 of this Article II with postage prepaid. When any shareholders’ meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the

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time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.

Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Bank shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Bank and shall be subject to inspection by any shareholder of record or the shareholder’s agent at any time during usual business hours for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or the shareholder’s agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the Board of Directors may elect to follow the procedures prescribed in § 552.6(d) of the OTS’s regulations as now or hereafter in effect.

Section 8. Quorum. A majority of the outstanding shares of the Bank entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter of the Bank. Directors, however, are elected by a plurality of the votes cast at an election of directors.

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Proxies may be given telephonically or electronically so long as the holder uses a procedure for

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verifying the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the Board of Directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.

Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Bank to the contrary, at any meeting of the shareholders of the Bank, any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may be voted by the Bank if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Bank nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Bank, shall be voted at any meeting, or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 12. Inspectors of Election. In advance of any meeting of shareholders, the Board of Directors may appoint any person other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the Board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting or at the meeting by the chairman of the board or the president.

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Unless otherwise prescribed by regulations of the OTS, the duties of such inspectors shall include: determining the number of shares of stock and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

Section 13. Nominating Committee. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Bank. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Bank at least five days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Bank. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.

Section 14. New Business. Any new business to be taken up at the annual meeting of shareholders shall be stated in writing and filed with the secretary of the Bank at least five days before the date of the annual meeting, and all other business so stated, proposed and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered but unless stated in writing and filed with the secretary at least five days before the meeting, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

Section 15. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter thereof.

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ARTICLE III - Board of Directors

Section 1. General Powers. The business and affairs of the Bank shall be under the direction of its Board of Directors. The Board of Directors shall annually elect a chairman of the board from among its members and, when present, the chairman of the board shall preside at its meetings. If the chairman of the board is not present, the directors present shall select one of its members to preside at its meetings.

Section 2. Number and Term. The Board of Directors shall consist of eight (8) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw following the annual meeting of shareholders. The Board of Directors may provide by resolution, the time and place, for holding of additional regular meetings without other notice than such resolution. Directors may participate in a meeting by means of conference telephone or similar communications device by which all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person for all purposes.

Section 4. Qualification. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Bank unless the Bank is a wholly owned subsidiary of a holding company.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the president or one-third of the directors. The persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by such persons.

Members of the Board of Directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person for all purposes.

Section 6. Notice. Written notice of any special meeting of the Board of Directors or of any committee designated thereby shall be given to each director at least 24 hours prior thereto when delivered personally or by telegram or at least five days prior thereto when delivered by mail to the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, when delivered to the telegraph company if sent by telegram, or when the Bank receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called

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or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is prescribed by regulation of the OTS or by these bylaws.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Bank addressed to the chairman of the board. Unless otherwise specified, such resignation shall take effect upon receipt thereof by the chairman of the board. More than three consecutive absences from regular meetings of the Board of Directors, unless excused by resolution of the Board of Directors, shall automatically constitute a resignation, effective when such resignation is accepted by the Board of Directors.

Section 11. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 12. Compensation. Directors, as such, may receive compensation for their services. By resolution of the Board of Directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the Board of Directors may determine.

Section 13. Presumption of Assent. A director of the Bank who is present at a meeting of the Board of Directors at which action on any bank matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Bank within five days after the date a copy

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of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

For purposes of this section, removal for cause includes, as defined in 12 C.F.R. §563.39, or any successor regulation enacted by the OTS, “personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, [or a] willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.”

Section 15. Integrity of Directors. A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

ARTICLE IV - Executive And Other Committees

Section 1. Appointment. The Board of Directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the Board of Directors, or any director, of any responsibility imposed by law or regulation.

Section 2. Authority. The executive committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors, except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the Board of Directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Bank, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease, or other disposition of all or substantially all of the property and assets of the Bank otherwise than in the usual and regular course of its business; a voluntary dissolution of the Bank; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

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Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the Board of Directors following his or her designation and until a successor is designated as a member of the executive committee.

Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date, and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full Board of Directors.

Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the Bank. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure, which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting held next after the proceedings shall have occurred.

Section 10. Other Committees. The Board of Directors may by resolution establish an audit, loan, or other committee composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Bank and may prescribe the duties, constitution, and procedures thereof.

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ARTICLE V - Officers

Section 1. Positions. The officers of the Bank shall be a president, one or more vice presidents, a secretary, and a treasurer or comptroller, each of whom shall be elected by the Board of Directors. The Board of Directors may also designate the chairman of the board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer or comptroller. The Board of Directors may designate one or more vice presidents as executive vice president or senior vice president. The Board of Directors may also elect or authorize the appointment of such other officers as the business of the Bank may require. The officers shall have such authority and perform such duties as the Board of Directors may from time to time authorize or determine. In the absence of action by the Board of Directors, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Bank shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer’s death, resignation, or removal in the manner hereinafter provided. Election or appointment of an officer, employee, or agent shall not of itself create contractual rights. The Board of Directors may authorize the Bank to enter into an employment contract with any officer in accordance with regulations of the Office; but no such contract shall impair the right of the Board of Directors to remove any officer at any time in accordance with Section 3 of this Article V.

Section 3. Removal. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Bank will be served thereby, but such removal, other than for cause, shall be without prejudice to any contractual rights, if any, of the person so removed.

For purposes of this section, removal for cause includes, as defined in 12 C.F.R. §563.39 or any successor regulation enacted by the Office, removal because of the officer’s “personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, [or, a] willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.”

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Remuneration. The remuneration of the senior officers shall be fixed from time to time by the Board of Directors by employment contracts or otherwise.

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ARTICLE VI - Contracts, Loans, Checks and Deposits

Section 1. Contracts. To the extent permitted by regulations of the Office, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the Board of Directors may authorize any officer, employee or agent of the Bank to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Bank. Such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Bank and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Bank shall be signed by one or more officers, employees, or agents of the Bank in such manner as shall from time to time be determined by the Board of Directors.

Section 4. Deposits. All funds of the Bank not otherwise employed shall be deposited from time to time to the credit of the Bank in any duly authorized depositories as the Board of Directors may select.

ARTICLE VII - Certificates for Shares and Their Transfer

Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Bank shall be in such form as shall be determined by the Board of Directors and approved by the Office. Such certificates shall be signed by the chief executive officer or by any other officer of the Bank authorized by the Board of Directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Bank itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Bank. All certificates surrendered to the Bank for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and cancelled, except that in the case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Bank as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Bank shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a duly executed power of attorney and filed with the Bank. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name the shares of capital stock stand on the books of the Bank shall be deemed by the Bank to be the owner for all purposes.

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ARTICLE VIII - Fiscal Year

The fiscal year of the Bank shall end on the 31^st of December of each year. The appointment of accountants shall be subject to annual ratification by the shareholders.

ARTICLE IX - Dividends

Subject to the terms of the Bank’s charter and the regulations and orders of the Office, the Board of Directors may, from time to time, declare, and the Bank may pay, dividends on its outstanding shares of capital stock.

ARTICLE X - Corporate Seal

The Board of Directors shall provide a Bank seal, which shall be two concentric circles between which shall be the name of the Bank. The year of incorporation or an emblem may appear in the center.

ARTICLE XI - Amendments

These bylaws may be amended in a manner consistent with regulations of the OTS and shall be effective after: (i) approval of the amendment by a majority vote of the authorized Board of Directors, or by a majority vote of the votes cast by the shareholders of the Bank at any legal meeting; and (ii) receipt of any applicable regulatory approval. If the Bank fails to meet its quorum requirements solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws.

ARTICLE XII - Indemnification

The Bank shall indemnify all officers, directors and employees of the Bank, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Bank, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

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EX-3.1

Exhibit 3.1

FEDERAL MHC SUBSIDIARY HOLDING COMPANY CHARTER

FOR

NORTHEAST COMMUNITY BANCORP, INC.

Section 1. Corporate Title.

The full corporate title of the MHC subsidiary holding company is Northeast Community Bancorp, Inc. (the “Holding Company”).

Section 2. Domicile

The domicile of the Holding Company is in the City of White Plains, in the State of New York.

Section 3. Duration.

The duration of the Holding Company is perpetual.

Section 4. Purpose and Powers.

The purpose of the Holding Company is to pursue any or all of the lawful objectives of a federal mutual holding company chartered under Section 10(o) of the Home Owners’ Loan Act, 12 U.S.C. 1467a(o), and to exercise all the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision (“OTS”).

Section 5. Capital Stock.

The total number of shares of all classes of the capital stock which the Holding Company has authority to issue is twenty million (20,000,000) shares, of which nineteen million (19,000,000) shares shall be common stock, par value $.01 per share, and of which one million (1,000,000) shares shall be preferred stock, par value $.01 per share. The shares may be issued from time to time as authorized by the Board of Directors without the approval of its shareholders except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the Holding Company. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted to the Holding Company), labor, or services actually performed for the Holding Company, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the Board of Directors of the Holding Company, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be

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fully paid and nonassessable. In the case of a stock dividend, that part of the retained earnings of the Holding Company that is transferred to common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.

Except for the initial offering of shares of the Holding Company, no shares of capital stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons of the Holding Company (except for shares issued to the parent mutual holding company) other than as part of a general public offering or as qualifying shares to a director, unless their issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting.

Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class or series of capital stock to vote as a separate class or series or to more than one vote per share: provided, that this restriction on voting separately by class or series shall not apply:

(i) To any provision which would authorize the holders of preferred stock, voting as a class or series, to elect some members of the Board of Directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock;

(ii) To any provision which would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the Holding Company with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the Holding Company if the preferred stock is exchanged for securities of such other corporation; provided, that no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the OTS or the Federal Deposit Insurance Corporation;

(iii) To any amendment which would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment which would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment which increases the number of authorized shares of any class or series of capital stock, or substitutes the surviving corporation in a merger or consolidation for the Holding Company, shall not be considered to be such an adverse change.

A description of the different classes and series (if any) of the Holding Company’s capital stock and a statement of the designations, and the relative rights, preferences, and limitations of the shares of each class of and series (if any) of capital stock are as follows:

A. Common Stock. Except as provided in this Section 5 (or in any supplementary sections thereto) the holders of the common stock shall exclusively possess all

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voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by such holder and there shall be no right to cumulate votes in an election of directors.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund, retirement fund, or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends.

In the event of any liquidation, dissolution, or winding up of the Holding Company, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Holding Company available for distribution remaining after: (i) payment or provision for payment of the Holding Company’s debts and liabilities; (ii) distributions or provision for distributions in settlement of a liquidation account; and (iii) distributions or provision for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution, or winding up of the Holding Company. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.

B. Preferred Stock. The Holding Company may provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(a) The distinctive serial designation and the number of shares constituting such series;

(b) The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s) the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends;

(c) The voting powers, full or limited, if any, of the shares of such series;

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(d) Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed;

(e) The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Holding Company;

(f) Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund;

(g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the Holding Company and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(h) The price or other consideration for which the shares of such series shall be issued; and

(i) Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock.

Each share of each series of serial preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series.

The Board of Directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series, and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established.

Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the Board of Directors, the Holding Company shall file with the Secretary to the OTS a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof.

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Section 6. Certain Provisions Applicable for Five Years.

Notwithstanding anything contained in the Holding Company’s charter or bylaws to the contrary, for a period of five years from the date of an initial minority stock offering of shares of common stock of the Holding Company, the following provisions shall apply:

A. Beneficial Ownership Limitation. No person other than Northeast Community Bancorp, MHC shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of any class of an equity security of the Holding Company. This limitation shall not apply to a transaction in which the Holding Company forms a holding company in conjunction with conversion, or thereafter, if such formation is without change in the respective beneficial ownership interests of the Holding Company’s shareholders other than pursuant to the exercise of any dissenter and appraisal rights, the purchase of shares by underwriters in connection with a public offering, or the purchase of shares by a tax-qualified employee stock benefit plan which is exempt from the approval requirements under Section 574.3(c)(1)(vi) of the OTS’s Regulations.

In the event shares are acquired in violation of this Section 6, all shares beneficially owned by any person in excess of 10 percent shall be considered “excess shares” and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the shareholders for a vote.

For purposes of this Section 6, the following definitions apply:

(i) The term “person” includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the Holding Company.

(ii) The term “offer” includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.

(iii) The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

(iv) The term “acting in concert” means (a) knowing participation in a joint activity or conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

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B. Call for Special Meetings. Special meetings of shareholders relating to changes in control of the Holding Company or amendments to its charter shall be called only at the direction of the Board of Directors.

Section 7. Preemptive Rights.

Holders of the capital stock of the Holding Company are not entitled to preemptive rights with respect to any shares of the Holding Company that may be issued.

Section 8. Directors.

The Holding Company shall be under the direction of a Board of Directors. The authorized number of directors, as stated in the Holding Company’s bylaws, shall not be fewer than five nor more than fifteen except when a greater or lesser number is approved by the Director of the OTS, or his or her delegate.

Section 9. Amendment of Charter.

Except as provided in Section 5, no amendment, addition, alteration, change, or repeal of this charter shall be made, unless such is proposed by the Board of Directors of the Holding Company, approved by the shareholders by a majority of the votes eligible to be cast at a legal meeting, unless a higher vote is otherwise is required, and approved or preapproved by the OTS.

Attest:	NORTHEAST COMMUNITY BANCORP, INC.
Anne Stevenson-DeBlasi Secretary	Kenneth A. Martinek President and Chief Executive Officer

Attest:	OFFICE OF THRIFT SUPERVISION
	By:

EFFECTIVE DATE:                                                                        

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EX-3.2

Exhibit 3.2

BYLAWS OF

NORTHEAST COMMUNITY BANCORP, INC.

ARTICLE I.    HOME OFFICE

The home office of Northeast Community Bancorp, Inc. (the “Subsidiary Holding Company”) is 325 Hamilton Avenue, White Plains, in the County of Westchester, in the State of New York.

ARTICLE II.    SHAREHOLDERS

Section l. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Subsidiary Holding Company or at such other convenient place as the board of directors may determine.

Section 2. Annual Meeting. A meeting of the shareholders of the Subsidiary Holding Company for the election of directors and for the transaction of any other business of the Subsidiary Holding Company shall be held annually within 150 days after the end of the Subsidiary Holding Company’s fiscal year on such date as the board of directors may determine.

Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision (“OTS”) or the Federal Stock Charter of the Subsidiary Holding Company, may be called at any time by the chairman of the board, the president or a majority of the board of directors, and shall be called by the chairman of the board, the president or the secretary upon the written request of the holders of not less than one-tenth of all of the outstanding capital stock of the Subsidiary Holding Company entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Subsidiary Holding Company addressed to the chairman of the board, the president or the secretary.

Section 4. Conduct of Meetings. Annual and special meetings shall be conducted by the person designated by the board of directors to preside at such meetings in accordance with the written procedures agreed to by the board of directors. The board of directors shall designate, when present, either the chairman of the board or such other person as designated by the board of directors to preside at such meetings.

Section 5. Notice of Meetings. Written notice stating the place, day and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Subsidiary Holding Company as of the record date prescribed in Section 6 of this Article II, with postage prepaid. When any shareholders’ meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary

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to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.

Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Subsidiary Holding Company shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Subsidiary Holding Company and shall be subject to inspection by any shareholder of record or the shareholder’s agent at any time during usual business hours, for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or the shareholder’s agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in §552.6(d) of the OTS’s Regulations as now or hereafter in effect.

Section 8. Quorum. A majority of the outstanding shares of the Subsidiary Holding Company entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter of the Subsidiary Holding Company. Directors, however, are elected by a plurality of the votes cast at an election of directors.

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Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.

Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Subsidiary Holding Company to the contrary, at any meeting of the shareholders of the Subsidiary Holding Company any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may be voted by the Subsidiary Holding Company if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Subsidiary Holding Company, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Subsidiary Holding Company, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 12. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three.

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Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting, or at the meeting by the chairman of the board or the president.

Unless otherwise prescribed by regulations of the OTS, the duties of such inspectors shall include: determining the number of shares of stock and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

Section 13. Nominating Committee. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Subsidiary Holding Company at least 30 days prior to the date of the annual meeting; provided, however, that in the event that less than 40 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was made. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.

Section 14. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary at least 30 days before the date of the annual meeting; provided, however, that in the event that less than 40 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was made, and all other business so stated, proposed and filed shall be considered at the annual meeting so long as such business relates to a proper subject matter for shareholder action; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least 30 days before the meeting, such proposal shall be laid over for action at an adjourned, special or annual meeting of the shareholders taking place 30 days or

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more thereafter. A shareholder’s notice to the secretary shall set forth as to each matter the shareholder proposed to bring before the annual meeting (a) a brief description of the proposal desired to be brought before the annual meeting and (b) the name and address of such shareholder and the class and number of shares of the Subsidiary Holding Company which are owned of record or beneficially by such shareholder. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

Section 15. Informal Action by Shareholders. Any action required to be taken at a meeting of shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III.    BOARD OF DIRECTORS

Section l. General Powers. The business and affairs of the Subsidiary Holding Company shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board from among its members and, when present, the chairman of the board shall preside at its meetings. If the chairman of the board is not present, the board shall select one of its members to preside at its meeting.

Section 2. Number and Term. The board of directors shall consist of eight (8) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw following the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than such resolution. Directors may participate in a meeting by means of a conference telephone or similar communications device through which all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person for all purposes.

Section 4. Qualification. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Subsidiary Holding Company unless the Subsidiary Holding Company is a wholly owned subsidiary of a holding company.

Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president or by one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by such persons.

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Members of the board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear and speak to each other. Such participation shall constitute presence in person for all purposes.

Section 6. Notice. Written notice of any special meeting shall be given to each director at least 24 hours prior thereto when delivered personally or by telegram, or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, when delivered to the telegraph company if sent by telegram or when the Subsidiary Holding Company receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the OTS or by these bylaws.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Subsidiary Holding Company addressed to the chairman of the board or the president. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board or the president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.

Section 11. Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.

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Section 12. Compensation. Directors, as such, may receive compensation for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the board of directors may determine.

Section 13. Presumption of Assent. A director of the Subsidiary Holding Company who is present at a meeting of the board of directors at which action on any Subsidiary Holding Company matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Subsidiary Holding Company within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the Charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

For purposes of this section, removal for cause includes, as defined in 12 C.F.R. §563.39, or any successor regulation enacted by the OTS, “personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, [or a] willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.”

Section 15. Integrity of Directors. A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against who a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES

Section l. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to

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constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation.

Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the Charter or bylaws of the Subsidiary Holding Company, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease or other disposition of all or substantially all of the property and assets of the Subsidiary Holding Company otherwise than in the usual and regular course of its business; a voluntary dissolution of the Subsidiary Holding Company; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee.

Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.

Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee

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at any time by giving written notice to the president or secretary of the Subsidiary Holding Company. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred.

Section 10. Other Committees. The board of directors may by resolution establish an audit, loan, or other committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Subsidiary Holding Company and may prescribe the duties, constitution and procedures thereof.

ARTICLE V. OFFICERS

Section l. Positions. The officers of the Subsidiary Holding Company shall be a chief executive officer, a president, one or more vice presidents, a secretary and a treasurer or comptroller, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer or comptroller. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Subsidiary Holding Company may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Subsidiary Holding Company shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer’s death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contractual rights. The board of directors may authorize the Subsidiary Holding Company to enter into an employment contract with any officer in accordance with regulations of the OTS; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.

Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Subsidiary Holding Company will be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed.

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Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors by employment contracts or otherwise.

ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section l. Contracts. To the extent permitted by regulations of the OTS, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee, or agent of the Subsidiary Holding Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Subsidiary Holding Company. Such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Subsidiary Holding Company and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Subsidiary Holding Company shall be signed by one or more officers, employees or agents of the Subsidiary Holding Company in such manner as shall from time to time be determined by the board of directors.

Section 4. Deposits. All funds of the Subsidiary Holding Company not otherwise employed shall be deposited from time to time to the credit of the Subsidiary Holding Company in any duly authorized depositories as the board of directors may select.

ARTICLE VII. CERTIFICATES FOR SHARES

AND THEIR TRANSFER

Section l. Certificates for Shares. Certificates representing shares of capital stock of the Subsidiary Holding Company shall be in such form as shall be determined by the board of directors and approved by the OTS. Such certificates shall be signed by the chief executive officer or by any other officer of the Subsidiary Holding Company authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Subsidiary Holding Company itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Subsidiary Holding Company. All certificates surrendered to the Subsidiary Holding Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and cancelled, except that in case of a lost or destroyed certificate, a new certificate

10

may be issued upon such terms and indemnity to the Subsidiary Holding Company as the board of directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Subsidiary Holding Company shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a duly executed power of attorney and filed with the Subsidiary Holding Company. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Subsidiary Holding Company shall be deemed by the Subsidiary Holding Company to be the owner for all purposes.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the Subsidiary Holding Company shall end on December 31 of each year. The appointment of accountants shall be subject to annual ratification by the shareholders.

ARTICLE IX. DIVIDENDS

Subject to the terms of the Subsidiary Holding Company’s Charter and the regulations and orders of the OTS, the board of directors may, from time to time, declare, and the Subsidiary Holding Company may pay, dividends on its outstanding shares of capital stock.

ARTICLE X. CORPORATE SEAL

The board of directors shall provide a Subsidiary Holding Company seal, which shall be two concentric circles between which shall be the name of the Subsidiary Holding Company. The year of incorporation or an emblem may appear in the center.

ARTICLE XI. AMENDMENTS

These bylaws may be amended in a manner consistent with regulations of the OTS and shall be effective after: (i) approval of the amendment by a majority vote of the authorized board of directors, or by a majority vote of the votes cast by the shareholders of the Subsidiary Holding Company at any legal meeting, and (ii) receipt of any applicable regulatory approval. When the Subsidiary Holding Company fails to meet its quorum requirements, solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws.

ARTICLE XII. INDEMNIFICATION

The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Subsidiary Holding Company,

11

whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

12

EX-4.1

EXHIBIT 4.1

COMMON STOCK	COMMON STOCK
CERTIFICATE NO.	SHARES
	See reverse side for certain definitions
	CUSIP NO.

NORTHEAST COMMUNITY BANCORP, INC.

ORGANIZED UNDER THE LAWS OF THE UNITED STATES

THIS CERTIFIES THAT:

[SPECIMEN]

is the owner of:

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK $0.01 PAR VALUE

PER SHARE OF NORTHEAST COMMUNITY BANCORP, INC.

The shares represented by this certificate are transferable only on the stock transfer books of Northeast Community Bancorp, Inc. (the “Company”) by the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Charter of the Company and any amendments thereto (copies of which are on file with the Corporate Secretary of the Company), to all of which provisions the holder by acceptance hereof, assents. This certificate is not valid until countersigned and registered by the Company’s Transfer Agent and Registrar.

The shares are not a deposit account and are not federally insured or guaranteed by the Federal Deposit Insurance Corporation.

IN WITNESS WHEREOF, NORTHEAST COMMUNITY BANCORP, INC. has caused this certificate to be executed by the signatures of its duly authorized officers and has caused its corporate seal to be hereunto affixed.

Dated:		[SEAL]
	President and Chief Executive Officer		Corporate Secretary

The shares represented by this Certificate are subject to a limitation contained in the Company’s Charter to the effect that for a period of five years from the date of the initial issuance of securities in no event shall any person, other than Northeast Community Bancorp MHC, directly or indirectly, offer to acquire or acquire the beneficial ownership of more than 10% of the outstanding shares of common stock. Shares beneficially owned in excess of this limitation shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares.

The Board of Directors of the Company is authorized by resolution(s), from time to time adopted, to provide for the issuance of serial preferred stock in series and to fix and state the voting powers, designations, preferences and relative, participating, optional, or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The Company will furnish to any shareholder upon request and without charge a full description of each class of stock and any series thereof.

The shares represented by this Certificate may not be cumulatively voted on any matter.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	as tenants in common	UNIF GIFTS MIN ACT -                     custodian
		(Cust)                           (Minor)
		under Uniform Gifts to Minors Act
		(State)
TEN ENT -	as tenants by the entireties	UNIF TRF MIN ACT -                     custodian (until age         )
		(Cust)
		under Uniform Transfers to Minors Act
JT TEN    -	as joint tenants with right of survivorship and not as tenants in common	(Minor)                                                                      (State)

Additional abbreviations may also be used though not in the above list.

For value received                      hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFICATION NUMBER OF ASSIGNEE

____________________________________________________________________________________________________________

Please print or typewrite name and address including postal zip code of assignee.

                                                                                           shares of the common stock represented by this certificate and do hereby irrevocably constitute and appoint                                                                                                                   , attorney, to transfer the said stock on the books of the within-named corporation with full power of substitution in the premises.

DATED
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED:
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15

EX-5.1

                                , 2006

Board of Directors

Northeast Community Bancorp, Inc.

325 Hamilton Avenue

White Plains, New York 10601

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel for Northeast Community Bancorp, Inc., a federally chartered stock holding company (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”) initially filed on March __, 2006, by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and the regulations promulgated thereunder.

The Registration Statement relates to the proposed issuance by the Company of up to 5,957,250 shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) in a subscription offering, a community offering and a syndicated community offering (the “Offerings”). The issuance is pursuant to the Plan of Reorganization and Stock Issuance adopted by Northeast Community Bank (the “Bank”).

In the preparation of this opinion, we have examined originals or copies identified to our satisfaction of: (i) the Company’s charter to be filed with the Office of Thrift Supervision; (ii) the Company’s Bylaws; (iii) the Registration Statement, including the prospectus contained therein and the exhibits thereto; (iv) certain resolutions of the Board of Directors of the Bank, as the organizer (“Organizer”) of the Company relating to the issuance of the Common Stock being registered under the Registration Statement; (v) the Plan of Reorganization and Stock Issuance; (vi) the trust agreement for the Bank’s employee stock ownership plan (the “ESOP”) and the form of loan agreement between the Company and the ESOP; and (vii) the form of stock certificate approved by the Organizer of the Company to represent shares of Common Stock. We have also examined originals or copies of such documents, corporate records, certificates of public officials and other instruments, and have conducted such other investigations of law and fact, as we have deemed necessary or advisable for purposes of our opinion.

In our examination, we have assumed, without verification, the genuineness of all signatures, the authenticity of all documents and instruments submitted to us as originals, the conformity to the originals of all documents and instruments submitted to us as certified or conformed copies, the correctness of all certificates, and the accuracy and completeness of all records, documents, instruments and materials made available to us by the Company.

Board of Directors

Northeast Community Bancorp, Inc.

                            , 2006

Page 2

Our opinion is limited to the matters set forth herein, and we express no opinion other than as expressly set forth herein. In rendering the opinion set forth below, we do not express any opinion concerning law other than federal law. Our opinion is expressed as of the date hereof and is based on laws currently in effect. Accordingly, the conclusions set forth in this opinion are subject to change in the event that any laws should change or be enacted in the future. We are under no obligation to update this opinion or to otherwise communicate with you in the event of any such change.

For purposes of this opinion, we have assumed that, prior to the issuance of any shares, (i) the Registration Statement, as finally amended, will have become effective under the Act and (ii) the reorganization of the Bank will have become effective.

Based upon and subject to the foregoing, it is our opinion that, upon the due adoption by the Organizer of the Company (or authorized committee thereof) of a resolution fixing the number of shares of Common Stock to be sold in the Offerings, such shares when issued and sold, in the manner described in the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal and Tax Opinions” in the prospectus which is part of the Registration Statement as such may be amended or supplemented, or incorporated by reference in any Registration Statement covering additional shares of Common Stock to be

issued or sold under the Plan of Reorganization and Stock Issuance that is filed pursuant to Rule 462(b) under the Act, and to the reference to our firm in the Form MHC-1, Form MHC-2 and Form H-(e)1-S. In giving such consent, we do not hereby admit that we are experts or are otherwise within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

MULDOON MURPHY & AGUGGIA LLP

EX-8.1

March     , 2006

Board of Directors

Northeast Community Bancorp, Inc.

325 Hamilton Avenue

White Plains, New York 10601

Dear Board Members:

You have asked for our opinion regarding certain federal income tax consequences of the proposed transactions (collectively, the “Reorganization”), more fully described below, pursuant to which Northeast Community Bank (the “Bank”), a federally-chartered mutual savings bank, will reorganize into the federally-chartered mutual holding company structure. We are rendering this opinion pursuant to Section 21 of the Plan of Reorganization and Stock Issuance (the “Plan of Reorganization”). As used in this letter, “Mutual Bank” refers to the Bank before the Reorganization and “Stock Bank” refers to the Bank after the Reorganization. All other capitalized terms used but not defined in this letter shall have the meanings assigned to them in the Plan of Reorganization.

The Reorganization will be effected, pursuant to the Plan of Reorganization, as follows:

(i) Mutual Bank will organize an interim federal stock savings bank as a wholly owned subsidiary (“Interim One”);

(ii) Interim One will organize a federal stock corporation as a wholly owned subsidiary (“Northeast Community Bancorp, Inc.”);

(iii) Interim One will organize an interim federal savings bank as a wholly owned subsidiary (“Interim Two”);

(iv) The Mutual Bank will convert its charter to a federal stock savings bank charter to become the Stock Bank (the “Conversion”) and Interim One will convert its charter into a federal mutual holding company charter to become the “Mutual Holding Company”;

(v) Sequentially with step (iv), Interim Two will merge with and into the Stock Bank with the Stock Bank as the resulting institution;

Northeast Community Bancorp, Inc.

March     , 2006

Page 2

(vi) 100% of the issued common stock of the Stock Bank will be transferred to the Mutual Holding Company in exchange for the membership interests in the Mutual Bank that are conveyed to the Mutual Holding Company (the “Exchange”);

(vii) the Mutual Holding Company will transfer 100% of the issued common stock of the Stock Bank to Northeast Community Bancorp, Inc. in a capital distribution; and

(viii) Northeast Community Bancorp, Inc. will issue a majority of its common stock to the Mutual Holding Company.

Simultaneously with the Reorganization, Northeast Community Bancorp, Inc. will offer to sell additional shares of its common stock pursuant to the Plan of Reorganization, with priority subscription rights granted in descending order as follows:

(i) to depositors of the Bank with deposits having an aggregate account balance of at least fifty dollars as of the close of business on January 31, 2005 (“Eligible Account Holders”);

(ii) to the Bank’s employee stock ownership plan;

(iii) to depositors of the Bank with deposits having an aggregate account balance of at least fifty dollars as of the close of business on the last day of the calendar quarter preceding the Office of Thrift Supervision’s approval of the Reorganization (“Supplemental Eligible Account Holders”);

(iv) to certain other depositors and borrowers of the Bank who do not already have subscription rights pursuant to (i) through (iii), above (“Other Members”); and

(v) the general public.

In connection with the opinions expressed below, we have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of the Plan of Reorganization, the Prospectus and of such corporate records of the parties to the Reorganization as we have deemed appropriate. We have also relied, without independent verification, upon the factual representations of the Bank included in a Certificate of Representations. We have assumed that such representations are true and that the parties to the Reorganization will act in accordance with the Plan of Reorganization. We express no opinion concerning the effects, if any, of variations from the foregoing.

In issuing the opinions set forth below, we have referred solely to existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations thereunder, current administrative rulings, notices, procedures and court decisions. Such laws, regulations, administrative rulings, notices and procedures and court decisions are subject to change at any time. Any such change could affect the continuing validity of the

Northeast Community Bancorp, Inc.

March     , 2006

Page 3

opinions set forth below. This opinion is as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof.

Based on and subject to the foregoing, it is our opinion that for federal income tax purposes, under current tax law:

(a) With regard to the Conversion:

(1) the Conversion will constitute a reorganization under Section 368(a)(1)(F) of the Code, and the Bank (in either its mutual form (the “Mutual Bank”) or its stock form (the “Stock Bank”) will recognize no gain or loss as a result of the Conversion;

(2) the basis of each asset of the Mutual Bank held by the Stock Bank immediately after the Conversion will be the same as the Mutual Bank’s basis for such asset immediately prior to the Conversion;

(3) the holding period of each asset of the Mutual Bank received by the Stock Bank immediately after the Conversion will include the period during which such asset was held by the Mutual Bank prior to the Conversion;

(4) for purposes of Code Section 381(b), the Stock Bank will be treated as if there had been no reorganization and, accordingly, the taxable year of the Mutual Bank will not end on the effective date of the Conversion and the tax attributes of the Mutual Bank (subject to application of Code Sections 381, 382 and 384), including the Mutual Bank’s bad debt reserves and earnings and profits, will be taken into account by the Stock Bank as if the Conversion had not occurred;

(5) the Mutual Bank’s members will recognize no gain or loss upon their constructive receipt of shares of the Stock Bank common stock, pursuant to the Conversion, solely in exchange for their mutual ownership interest (i.e., liquidation and voting rights) in the Mutual Bank; and

(6) no gain or loss will be recognized by members of the Mutual Bank upon issuance to them of deposits in the Stock Bank in the same dollar amount and upon the same terms as their deposits in the Mutual Bank;

(b) With regard to the Exchange:

(1) the Exchange will qualify as an exchange of property for stock under Section 351 of the Code;

(2) the initial stockholders of the Stock Bank (the former Mutual Bank members) will recognize no gain or loss upon the constructive transfer to

Northeast Community Bancorp, Inc.

March     , 2006

Page 4

the Mutual Holding Company of the shares of the Stock Bank they constructively received in the Conversion solely in exchange for mutual ownership interests (i.e., liquidation and voting rights in the Mutual Holding Company); and

(3) the Mutual Holding Company will recognize no gain or loss upon its receipt of the common stock of the Stock Bank in exchange for mutual ownership interests in the Mutual Bank;

(c) With regard to the Mutual Holding Company’s transfer of 100% of the common stock of the Stock Bank to Northeast Community Bancorp, Inc.:

(1) Northeast Community Bancorp, Inc. will recognize no gain or loss upon its receipt of 100% of the common stock of the Stock Bank from the Mutual Holding Company; and

(2) the Mutual Holding Company will recognize no gain or loss upon its transfer of 100% of the common stock of the Stock Bank to Northeast Community Bancorp, Inc.; and

(d) With regard to those who hold subscription rights:

(1) it is more likely than not that the fair market value of the non-transferable subscription rights to purchase shares of common stock of Northeast Community Bancorp, Inc. to be issued to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members (the “Subscription Rights”) is zero and, accordingly, that no income will be realized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon the issuance to them of the Subscription Rights (Section 356(a) of the Code) or upon the exercise of the Subscription Rights (Rev. Rul. 56-572, 1956-2 C.B. 182);

(2) it is more likely than not that the tax basis to the holders of shares of common stock purchased in the Reorganization pursuant to the exercise of the Subscription Rights will be the amount paid therefor, and that the holding period for such shares of common stock will begin on the date of completion of the Reorganization (Section 1012 of the Code); and

(3) the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of purchase (Section 1223(6) of the Code).

The opinions set forth in (d)(1) and (d)(2) above are based on the position that the subscription rights do not have any market value at the time of distribution or at the time they are exercised. Whether subscription rights have a market value for federal income tax purposes is a

Northeast Community Bancorp, Inc.

March     , 2006

Page 5

question of fact, depending upon all relevant facts and circumstances. The Internal Revenue Service will not issue rulings on whether subscription rights have a market value. We are unaware of any instance in which the Internal Revenue Service has taken the position that nontransferable subscription rights issued by a converting financial institution have a market value. The subscription rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the recipients the right only to purchase Northeast Community Bancorp, Inc. common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock. We believe that it is more likely than not (i.e., that there is more than a 50% likelihood) that the subscription rights have no market value for federal income tax purposes.

This opinion is given solely for the benefit of the parties to the Plan of Reorganization, the shareholders of the Stock Bank and Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who purchase pursuant to the Plan of Reorganization, and may not be relied upon by any other party or entity or referred to in any document without our prior express written consent. We consent to the filing of this opinion as an exhibit to the Forms MHC-1, MHC-2 and H-(e)1-S filed with the Office of Thrift Supervision and as an exhibit to the registration statement on Form S-1 filed with the Securities and Exchange Commission in connection with the Reorganization, and to the reference thereto in the prospectus included in the registration statement on Form S-1 under the headings “The Reorganization and Stock Offering- Material Income Tax Consequences” and “Legal and Tax Opinions.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

MULDOON MURPHY & AGUGGIA LLP

EX-8.2

Exhibit 8.2

March __, 2006

Board of Directors

Northeast Community Bank

325 Hamilton Avenue

White Plains, New York 10610

Dear Members:

We have been requested to express our opinion on the New York State and New York City (the “State and City”) tax consequences related to the proposed conversion of Northeast Community Bank (the “Bank”) from a federally chartered mutual savings bank to a federally chartered stock savings bank (the “Stock Bank”) and the formation of Northeast Community Bancorp, MHC, a federal mutual holding company (the “MHC”) which will acquire the outstanding stock of Stock Bank and subsequently contribute Stock Bank’s stock to Northeast Community Bancorp, Inc. (the “Holding Company”) pursuant to the Plan of Reorganization (the “Conversion”) adopted by the Board of Directors on February 23, 2006.

You have received a favorable Federal income tax consequences opinion from special counsel dated March __, 2006, stating that the (a) the conversion of Bank to Stock Bank (b) transfer of stock of Stock Bank to MHC and (c) purchase of common stock of the Holding Company by MHC and by minority stockholders would result in no Federal income tax consequences to the Bank, Stock Bank, MHC, and Holding Company.

New York State Tax Consequences:

For purposes of Article 32 of the New York State Banking Law, Section 1451 of the Tax Law imposes, annually, a franchise tax on every banking corporation for the privilege of exercising its franchise or doing business in New York State in a corporate or organized capacity.

Section 1451(a) of the Tax Law provides a basic tax on the taxpayer’s entire net income, or portion thereof allocated to New York State, for any taxable year or part thereof.

Entire net income in defined in Section 1453(a) of the Tax Law as “total net income from all sources which shall be the same as the entire taxable income (but not alternative minimum taxable income) … which the taxpayer is required to report to the United States Treasury Department ... subject to the modifications and adjustments hereinafter provided.”

Board of Directors	2.
Northeast Community Bank

Section 1453(b) through (k-1) of the Tax Law and Sections 18-2.3, 18-2.4 and 18-2.5 of the Franchise Tax on Banking Corporations Regulations, promulgated thereunder, provide for the modifications and adjustments required by Section 1453(a). However, there are no modifications or adjustments applicable to a transaction where, for federal income tax purposes, steps to a conversion are treated as tax-free exchanges and result in no recognition of gain or loss for federal income tax purposes. Therefore, for purposes of Section 1453 of the Tax Law, such steps or exchanges would be treated the same as they are treated for federal income tax purposes.

Accordingly, if the steps to the Conversion described herein are treated as tax-free exchanges under provisions of the Internal Revenue Code of 1986, as amended, it is our opinion that such exchanges would be tax-free for purposes of computing entire net income under Section 1453 of Article 32 of the Tax Law.

Scope of Opinion:

The scope of this opinion is expressly limited to the New York State tax consequences of the transactions in connection with the facts and based upon the representations and assumptions stated above. Specifically, but without limitations, our opinion has not been requested, and is not provided, with respect to the tax consequences of the transactions to any other party involved in the transactions and with respect to any foreign, state, or local consequence other than New York State bank taxes at this time. The opinion proposed herein excludes New York State sales and use taxes, stock transfer taxes, real property transfer gains taxes and real estate transfer taxes associated with the above conversion, if any.

Our opinion, as stated above, is based upon our research and analysis of the New York State tax laws and applicable regulations and the opinion of counsel as to the federal tax consequences, all as of the date of issuance of this opinion. The foregoing are subject to change, and such change may be retroactively effective. If so, our views as set forth above may be affected and may not be relied upon. We have assumed no responsibility to update this opinion as a result of any such change in law or rulings. Further, any variation or differences in the facts or representations recited herein, for any reason, might affect our conclusions, perhaps in an adverse manner, and make them inapplicable.

This letter represents our views as to interpretation of existing law and, accordingly, no assurance can be given that the New York State Department of Taxation and Finance will agree with the above analysis.

Board of Directors	3.
Northeast Community Bank

We hereby consent to the filing of the opinion as an exhibit to the Bank’s combined Form MHC-1/MHC-2 Notice of Mutual Holding Company Reorganization and Application for Approval of Minority Stock Issuance, and as an exhibit to the Holding Company’s Application on Form H(e)-1, as filed with the OTS, and the Holding Company’s Registration Statement on Form S-1 as filed with the SEC. We also consent to the references to our firm in the prospectus contained in the Forms MHC-1/MHC-2, H(e)-1, and S-1 under the captions “The Reorganization and Offering – Material Income Tax Consequences” and “Legal and Tax Opinions,” and to the summarization of our opinion in such Prospectus.

Very truly yours,

Beard Miller Company LLP

EX-10.1

Exhibit 10.1

FORM OF

NORTHEAST COMMUNITY BANK

EMPLOYEE STOCK OWNERSHIP PLAN

Effective as of January 1, 2006

NORTHEAST COMMUNITY BANK

EMPLOYEE STOCK OWNERSHIP PLAN

CERTIFICATION

I, Kenneth A. Martinek, President and Chief Executive Officer of Northeast Community Bank, hereby certify that the attached Northeast Community Bancorp, Inc. Employee Stock Ownership Plan, effective January 1, 2006, was adopted at a duly held meeting of the Board of Directors of Northeast Community Bank.

NORTHEAST COMMUNITY BANK
By:
	Kenneth A. Martinek President and Chief Executive Officer
Date:

Northeast Community Bank

Employee Stock Ownership Plan

Table of Contents

Section 1 - Introduction	1
Section 2 - Definitions	1
Section 3 - Eligibility and Participation	8
Section 4 - Contributions	10
Section 5 - Plan Accounting	12
Section 6 - Vesting and Forfeitures	18
Section 7 - Distributions	20
Section 8 - Voting of Company Stock and Tender Offers	25
Section 9 - The Committee and Plan Administration	26
Section 10 - Rules Governing Benefit Claims	29
Section 11 - The Trust	30
Section 12 - Adoption, Amendment and Termination	31
Section 13 - General Provisions	33
Section 14 - Top-Heavy Provisions	35

SECTION 1

Introduction

Section 1.01 Nature of the Plan.

Effective as of January 1, 2006(the “Effective Date”), Northeast Community Bank (the “Bank”) hereby establishes the Northeast Community Bank Employee Stock Ownership Plan (the “Plan”) to enable Eligible Employees (as defined in Section 2.01(o) of the Plan) to acquire stock ownership interests in Northeast Community Bancorp, Inc. (the “Company”), the holding company of the Bank. The Bank intends this Plan to be a tax-qualified stock bonus plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and an employee stock ownership plan within the meaning of Section 407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Sections 409 and 4975(e)(7) of the Code. The Plan is designed to invest primarily in the common stock of the Company, which stock constitutes “qualifying employer securities” within the meaning of Section 407(d)(5) of ERISA and Sections 409(l) and 4975(e)(8) of the Code. Accordingly, the Plan and Trust Agreement (as defined in Section 2.01(mm) of the Plan) shall be interpreted and applied in a manner consistent with the Bank’s intent for it to be a tax-qualified plan designed to invest primarily in qualifying employer securities.

The Plan reflects certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). The provisions related to EGTRRA are intended as good faith compliance with EGTRRA and the guidance issued thereunder. To the extent any provision of the Plan was operated according to an effective date earlier than as required by law, then such date shall be the effective date with respect to that provision of the Plan.

Section 1.02 Employers and Affiliates.

The Bank and each of its Affiliates (as defined in Section 2.01(c) of the Plan) that, with the consent of the Bank, adopt the Plan pursuant to the provisions of Section 12.01 of the Plan are collectively referred to as the “Employers” and individually as an “Employer.” The Plan shall be treated as a single plan with respect to all participating Employers.

SECTION 2

Definitions

Section 2.01 Definitions.

In this Plan, whenever the context so indicates, the singular or the plural number and the masculine or feminine gender shall be deemed to include the other, the terms “he,” “his,” and “him,” shall refer to a Participant or Beneficiary, as the case may be, and, except as otherwise provided, or unless the context otherwise requires, the capitalized terms shall have the following meanings:

(a) “Account” or “Accounts” mean a Participant’s or Beneficiary’s Company Stock Account and/or his Other Investments Account, as the context so requires.

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(b) “Acquisition Loan” means a loan or other extension of credit, including an installment obligation to a “party in interest” (as defined in Section 3(14) of ERISA) incurred by the Trustee in connection with the purchase of Company Stock.

(c) “Affiliate” means any corporation, trade or business, which, at the time of reference, is together with the Bank, a member of a controlled group of corporations, a group of trades or businesses (whether or not incorporated) under common control, or an affiliated service group, as described in Sections 414(b), 414(c), and 414(m) of the Code, respectively, or any other organization treated as a single employer with the Bank under Section 414(o) of the Code; provided, however, that, where the context so requires, the term “Affiliate” shall be construed to give full effect to the provisions of Sections 409(l)(4) and 415(h) of the Code.

(d) “Bank” means Northeast Community Bank, and any entity that succeeds to the business of Northeast Community Bank and adopts this Plan in accordance with the provisions of Section 12.02 of the Plan, or by written agreement assumes the obligations of the Plan.

(e) “Beneficiary” means the person(s) entitled to receive benefits under the Plan following a Participant’s death, pursuant to Section 7.03 of the Plan.

(f) “Change in Control” means any one of the following events occurs:

(i) Merger: The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and, as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation;

(ii) Acquisition of Significant Share Ownership: The Company files, or is required to file, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities, but this clause (b) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

(iii) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of

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the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(iv) Sale of Assets: The Company sells to a third party all or substantially all of its assets.

Notwithstanding anything in this Agreement to the contrary, in no event shall the reorganization of the Bank from the mutual holding company form of organization to the full stock holding company form of organization (including the elimination of the mutual holding company) constitute a “Change in Control” for purposes of this Agreement.

(g) “Code” means the Internal Revenue Code of 1986, as amended.

(h) “Committee” means the individual(s) responsible for the administration of the Plan in accordance with Section 9 of the Plan.

(i) “Company” means Northeast Community Bancorp, Inc. and any entity which succeeds to the business of United Community Bancorp, Inc.

(j) “Company Stock” means shares of the voting common stock or preferred stock, meeting the requirements of Section 409 of the Code and Section 407(d)(5) of ERISA, issued by the Company or its Affiliates.

(k) “Company Stock Account” means the account established and maintained in the name of each Participant or Beneficiary to reflect his share of the Trust Fund invested in Company Stock.

(l) “Compensation” means an Employee’s base compensation as reported on Form W-2 for federal tax purposes and paid during the Plan Year by the Employer. Compensation shall also include the amounts of any Employer contributions made pursuant to a salary reduction agreement entered into by the Participant and not includible in the gross income of the employee under Sections 125, 132(f), 402(e)(3), 402(h), 403(b), 414(h) or 457 of the Code. Compensation shall exclude bonuses, commissions and severance pay. A Participant’s Compensation shall not exceed $220,000 (as periodically adjusted pursuant to Section 401(a)(17) of the Code). If the Plan Year for which a Participant’s Compensation is measured is less than twelve (12) calendar months, then the amount of Compensation taken into account for such Plan Year shall be the adjusted amount for such Plan Year, as prescribed by the Secretary of the Treasury under Section 401(a)(17) of the Code, multiplied by a fraction, the numerator of which is the number of months taken into account for such Plan Year and the denominator of which is twelve (12). In determining the dollar limitation hereunder, Compensation received from an Affiliate shall be recognized as Compensation.

(m) “Disability” means a physical or mental condition of a Participant resulting from bodily injury, disease, or mental disorder which renders the Participant incapable of continuing any gainful occupation and which condition constitutes total disability under the federal

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Social Security Act. The Disability of a Participant shall be determined by the Plan Administrator, in its sole discretion.

(n) “Effective Date” means January 1, 2006.

(o) “Eligible Employee” means any Employee who is not precluded from participating in the Plan by reason of the provisions of Section 3.02 of the Plan.

(p) “Employee” means any person who is actually performing services for the Employer or an Affiliate in a common-law, employer-employee relationship as determined under Sections 31.3121(d)-1, 31.3306(i)-1, or 31.3401(c)-1 of the Treasury Regulations and any “Leased Employee” as defined in Section 3.02(b) of this Plan.

(q) “Employer” or “Employers” means the Bank and any of its Affiliates that adopt the Plan in accordance with the provisions of Section 12.01 of the Plan, and any entity which succeeds to the business of the Bank or its Affiliates and which adopts the Plan in accordance with the provisions of Section 12.02 of the Plan, or by written agreement assumes the obligations under the Plan.

(r) “Entry Date” means the January 1^st, April 1^st, July 1^st and October 1^st coinciding with or next following the date the Employee satisfies the requirements for participation under Section 3.01 of the Plan.

(s) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(u) “Financed Shares” means shares of Company Stock acquired by the Trustee with the proceeds of an Acquisition Loan, which shall constitute “qualifying employer securities” under Section 409(l) of the Code and any shares of Company Stock received upon conversion or exchange of such shares.

(v) “Highly Compensated Employee” means an Employee who, for a particular Plan Year, satisfies one of the following conditions:

(i) was a “5-percent owner” (as defined in Section 414(q)(2) of the Code) during the year or the preceding year, or

(ii) for the preceding year, had “compensation” (as defined in Section 414(q)(4) of the Code) from the Bank and its Affiliates exceeding the limit in Section 414(q)(1) of the Code ($95,000 for Plan Years beginning January 1, 2006).

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(w) “Hours of Service” means:

(i) Each hour for which an Employee is paid, or entitled to payment, for performing duties for the Employer during the applicable computation period.

(ii) Each hour for which an Employee is paid, or entitled to payment, for a period during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. Notwithstanding the preceding sentence, no credit shall be given to the Employee for:

(A) more than 501 hours under this clause (ii) because of any single continuous period in which the Employee performs no duties (whether or not such period occurs in a single computation period);

(B) an hour for which the Employee is directly or indirectly paid, or entitled to payment, because of a period in which no duties are performed if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker’s or workmen’s compensation, unemployment, or disability insurance laws; or

(C) an hour or a payment which solely reimburses the Employee for medical or medically-related expenses incurred by the Employee.

(iii) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer; provided, however, that hours credited under either clause (i) or (ii) above shall not also be credited under this clause (iii). Crediting of hours for back pay awarded or agreed to with respect to periods described in clause (ii) above will be subject to the limitations set forth in that clause.

The crediting of Hours of Service shall be determined by the Committee in accordance with the rules set forth in Section 2530.200b-2 of the regulations prescribed by the Department of Labor, which rules shall be consistently applied with respect to all Employees within the same job classification. If an Employer finds it impracticable to count actual Hours of Service for any class or group of non-hourly Employees, each Employee in that class or group shall be credited with 45 Hours of Service for each weekly period in which he has at least one Hour of Service. However, an Employee shall be credited with Hours of Service only for his normal working hours during a paid absence. Hours of Service shall be credited for employment with an Affiliate.

For purposes of determining whether an Employee has incurred a One Year Break in Service and for vesting and participation purposes, if an Employee begins a maternity/paternity leave of absence described in Section 411(a)(6)(E)(i) of the Code, his Hours of Service shall include the Hours of Service that would have been credited to him if he had not been so absent (or 45 Hours

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of Service for each week of such absence if the actual Hours of Service cannot be determined). An Employee shall be credited for such Hours of Service (up to a maximum of 501 Hours of Service) in the Plan Year in which his absence begins (if such crediting will prevent him from incurring a One Year Break in Service in such Plan Year) or, in all other cases, in the following Plan Year. An absence from employment for maternity or paternity reasons means an absence:

(i) by reason of pregnancy of the Employee,

(ii) by reason of the birth of a child of the Employee,

(iii) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or

(iv) for purposes of caring for such child for a period beginning immediately following such birth or placement.

(x) “Loan Suspense Account” means that portion of the Trust Fund consisting of Company Stock acquired with an Acquisition Loan which has not yet been allocated to the Participants’ Accounts.

(y) “Normal Retirement Age” means attainment of age 65.

(aa) “Normal Retirement Date” means the first day of the month coincident with or next following the Participant’s attainment of Normal Retirement Age.

(bb) “One Year Break in Service” means a twelve (12) consecutive month period during which the Participant does not complete more than 1,000 Hours of Service.

(cc) “Other Investments Account” means the account established and maintained in the name of each Participant or Beneficiary to reflect his share of the Trust Fund, other than Company Stock.

(dd) “Participant” means any Eligible Employee who has become a Participant in accordance with Section 3.01 of the Plan or any other person with an Account balance under the Plan.

(ee) “Plan” means the Northeast Community Bank Employee Stock Ownership Plan, as amended from time to time.

(ff) “Plan Year” means the calendar year.

(gg) “Recognized Absence” means a period for which:

(i) an Employer grants an Employee a leave of absence for a limited period of time, but only if an Employer grants such leaves of absence on a nondiscriminatory basis to all Eligible Employees; or

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(ii) an Employee is temporarily laid off by an Employer because of a change in the business conditions of the Employer; or

(iii) an Employee is on active military duty, but only to the extent that his employment rights are protected by the Military Selective Service Act of 1967 and the Uniformed Services Employment and Reemployment Rights Act of 1994.

(hh) “Retirement Date” means a Participant’s Normal Retirement Date.

(ii) “Service” means employment with the Bank or an Affiliate.

(jj) “Termination of Service” means the earlier of (a) the date on which an Employee’s Service is terminated by reason of his resignation, retirement, discharge, death or Disability or (b) the first anniversary of the date on which such Employee’s service is terminated for disability of a short-term nature or any other reason. Service in the Armed Forces of the United States shall not constitute a Termination of Service but shall be considered to be a period of employment by the Employer provided (i) such military service is caused by war or other emergency or the Employee is required to serve under the laws of conscription in time of peace, (ii) the Employee returns to employment with the Employer within six (6) months following discharge from such military service and (iii) such Employee is reemployed by the Employer at a time when the Employee had a right to reemployment at his former position or substantially similar position upon separation from such military duty in accordance with seniority rights as protected under the laws of the United States. A leave of absence granted to an Employee by the Employer shall not constitute a Termination of Service provided that the Participant returns to the active service of the Employer at the expiration of any such period for which leave has been granted. Notwithstanding the foregoing, an Employee who is absent from service with the Employer beyond the first anniversary of the first date of his absence for maternity or paternity reasons set forth in Section 2.01 of the Plan shall incur a Termination of Service for purposes of the Plan on the second anniversary of the date of such absence.

(kk) “Treasury Regulations” mean the regulations promulgated by the Department of the Treasury under the Code.

(ll) “Trust” means the Northeast Community Bank Employee Stock Ownership Plan Trust created in connection with the establishment of the Plan.

(mm) “Trust Agreement” means the trust agreement establishing the Trust.

(nn) “Trust Fund” means the assets held in the Trust for the benefit of Participants and their Beneficiaries.

(oo) “Trustee” means the trustee or trustees from time to time in office under the Trust Agreement.

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(pp) “Valuation Date” means the last day of the Plan Year and each other date as of which the Committee shall determine the investment experience of the Trust Fund and adjust Participants’ Accounts accordingly.

(qq) “Valuation Period” means the period following a Valuation Date and ending with the next Valuation Date.

(rr) “Year of Service” shall mean a Plan Year in which an Employee is credited with at least 1,000 Hours of Service.

SECTION 3

Eligibility and Participation

Section 3.01 Participation.

(a) All Eligible Employees who have attained age 18 and are employed by the Employer as of the close of the Company’s minority stock offering (the “Reorganization Date”) shall enter the Plan and become Participants as of the Effective Date.

(b) An Eligible Employee who is first employed by an Employer after the Reorganization Date shall become a Participant in the Plan upon satisfying the following requirements:

(i) The Eligible Employee is at least 18 years of age; and

(ii) completes one Year of Service.

(c) An Eligible Employee who has satisfied the eligibility requirements of Section 3.01(b) shall enter the Plan and become a Participant on the earlier of the Effective Date or the Entry Date coincident with or next following the date he satisfies such requirements.

Section 3.02 Certain Employees Ineligible.

The following Employees are ineligible to participate in the Plan:

(a) Employees covered by a collective bargaining agreement between the Employer and the Employee’s collective bargaining representative if:

(i) retirement benefits have been the subject of good faith bargaining between the Employer and the representative, and

(ii) the collective bargaining agreement does not expressly provide that Employees of such unit be covered under the Plan;

(b) Employees who are nonresident aliens and who receive no earned income from an Employer which constitutes income from sources within the United States; and

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(c) Employees of an Affiliate of the Bank that has not adopted the Plan pursuant to Sections 12.01 or 12.02 of the Plan.

Section 3.03 Transfer to and from Eligible Employment.

(a) If an Employee ineligible to participate in the Plan by reason of Section 3.02 of the Plan transfers to employment as an Eligible Employee, he shall enter the Plan as of the later of:

(i) the first Entry Date after the date of transfer, or

(ii) the first Entry Date on which he could have become a Participant pursuant to Section 3.01 of the Plan.

(b) If a Participant transfers to an employment position that makes him ineligible to participate in the Plan as of the date of such transfer, he shall cease active participation in the Plan as of such date and his transfer shall be treated for all purposes under the Plan in the same manner as any other termination of Service.

Section 3.04 Participation after Reemployment.

(a) If an Employee incurs a One Year Break in Service prior to satisfying the eligibility requirements of Section 3.01 of the Plan, Service prior to such One Year Break in Service shall be disregarded and the Employee must satisfy the eligibility requirements of Section 3.01 as a new Employee.

(b) If an Employee incurs a One Year Break in Service after satisfying the eligibility requirements of Section 3.01 of the Plan and again performs an Hour of Service, the Employee shall receive credit for Service prior to his One Year Break in Service and shall be eligible to participate in the Plan immediately upon reemployment, provided the Employee is not excluded from participation under the provisions of Section 3.02 of the Plan.

Section 3.05 Participation Not Guarantee of Employment.

Participation in the Plan does not constitute a guarantee or contract of employment and will not give any Employee the right to be retained in the employ of the Bank or any of its Affiliates nor any right or claim to any benefit under the terms of the Plan unless such right or claim has specifically accrued under the Plan.

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SECTION 4

Contributions

Section 4.01 Employer Contributions.

(a) Discretionary Contributions. Each Plan Year, each Employer, in its discretion, may make a contribution to the Trust. Each Employer making a contribution for any Plan Year under this Section 4.01(a) will contribute to the Trustee cash equal to, or Company Stock or other property having an aggregate fair market value equal to, such amount as the Board of Directors of the Employer shall determine by resolution. Notwithstanding the Employer’s discretion with respect to the medium of contribution, an Employer shall not make a contribution in any medium which would make such contribution a prohibited transaction (for which no exemption is provided) under Section 406 of ERISA or Section 4975 of the Code.

(b) Employer Contributions for Acquisition Loans. Each Plan Year, the Employers shall, subject to any regulatory prohibitions, contribute an amount of cash sufficient to enable the Trustee to discharge any indebtedness incurred with respect to an Acquisition Loan pursuant to the terms of the Acquisition Loan. The Employers’ obligation to make contributions under this Section 4.01(b) shall be reduced to the extent of any investment earnings attributable to such contributions, any cash dividends paid with respect to Company Stock held by the Trustee in the Loan Suspense Account and earnings on said dividends. If there is more than one Acquisition Loan, the Employers shall designate the one to which any contribution pursuant to this Section 4.01(b) is to be applied.

Section 4.02 Limitations on Contributions.

In no event shall an Employer’s contribution(s) made under Section 4.01 of the Plan for any Plan Year exceed the lesser of:

(a) The maximum amount deductible under Section 404 of the Code by that Employer as an expense for Federal income tax purposes; and

(b) The maximum amount which can be credited for that Plan Year in accordance with the allocation limitation provisions of Section 5.05 of the Plan.

Section 4.03 Acquisition Loans.

The Trustee may incur Acquisition Loans from time to time to finance the acquisition of Company Stock for the Trust or to repay a prior Acquisition Loan. An Acquisition Loan shall be for a specific term, shall bear a reasonable rate of interest, shall not be payable in demand, except in the event of default, and shall be primarily for the benefit of Participants and Beneficiaries of the Plan. An Acquisition Loan may be secured by a collateral pledge of the Financed Shares so acquired and any other Plan assets which are permissible securities within the provisions of Section 54.4975-7(b) of the Treasury Regulations. No other assets of the Plan or Trust may be pledged as collateral for an Acquisition Loan, and no lender shall have recourse against any other

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Trust assets. Any pledge of Financed Shares must provide for the release of shares so pledged on a basis equal to the principal and interest (or if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer so elects, principal payments only), paid by the Trustee on the Acquisition Loan. The released Financed Shares shall be allocated to Participants’ Accounts in accordance with the provisions of Sections 5.04 or 5.08 of the Plan, whichever is applicable. Payment of principal and interest on any Acquisition Loan shall be made by the Trustee only from the Employer contributions paid in cash to enable the Trustee to repay such loan in accordance with Section 4.01(b) of the Plan, from earnings attributable to such contributions, and any cash dividends received by the Trustee on Financed Shares acquired with the proceeds of the Acquisition Loan (including contributions, earnings and dividends received during or prior to the year of repayment less such payments in prior years), whether or not allocated. Financed Shares shall initially be credited to the Loan Suspense Account and shall be transferred for allocation to the Company Stock Accounts of Participants only as payments of principal and interest (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer so elects, principal payments only), on the Acquisition Loan are made by the Trustee. The number of Financed Shares to be released from the Loan Suspense Account for allocation to Participants’ Company Stock Account for each Plan Year shall be based on the ratio that the payments of principal and interest (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer so elects, principal payments only), on the Acquisition Loan for that Plan Year bears to the sum of the payments of principal and interest on the Acquisition Loan for that Plan Year plus the total remaining payment of principal and interest projected (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer so elects, principal payments only), on the Acquisition Loan over the duration of the Acquisition Loan repayment period, subject to the provisions of Section 5.05 of the Plan.

Section 4.04 Conditions as to Contributions.

In addition to the provisions of Section 12.03 of the Plan for the return of an Employer’s contributions in connection with a failure of the Plan to qualify initially under the Code, any amount contributed by an Employer due to a good faith mistake of fact, or based upon a good faith but erroneous determination of its deductibility under Section 404 of the Code, shall be returned to the Employer within one year after the date on which the Employer originally made such contribution, or within one year after its nondeductibility has been finally determined. However, the amount to be returned shall be reduced to take account of any adverse investment experience within the Trust in order that the balance credited to each Participant Account is not less than it would have been if the contribution had never been made by the Employer.

Section 4.05 Employee Contributions.

Employee contributions are neither required nor permitted under the Plan.

Section 4.06 Rollover Contributions.

Rollover contributions to the Plan of assets from other tax-qualified retirement plans are not permitted under the Plan.

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Section 4.07 Trustee-to-Trustee Transfers.

Trustee-to-trustee transfers of assets from other tax-qualified retirement plans are not permitted under the Plan.

SECTION 5

Plan Accounting

Section 5.01 Accounting for Allocations.

The Committee shall establish the Accounts (and sub-accounts, if deemed necessary) for each Participant, and the accounting procedures for the purpose of making allocations to Participants’ Accounts as provided for in this Section 5. The Committee shall maintain adequate records of the cost basis of shares of Company Stock allocated to each Participant’s Company Stock Account. The Committee also shall keep separate records of Financed Shares attributable to each Acquisition Loan and of contributions made by the Employers (and any earnings thereon) made for the purpose of enabling the Trustee to repay any Acquisition Loan. From time to time, the Committee may modify its accounting procedures for the purpose of achieving equitable and nondiscriminatory allocations among the Accounts of Participants, in accordance with the provisions of this Section 5 and the applicable requirements of the Code and ERISA. In accordance with Section 9 of the Plan, the Committee may delegate the responsibility for maintaining Accounts and records.

Section 5.02 Maintenance of Participants’ Company Stock Accounts.

As of each Valuation Date, the Committee shall adjust the Company Stock Account of each Participant to reflect activity during the Valuation Period as follows:

(a) First, charge to each Participant’s Company Stock Account all distributions and payments made to the Participant that have not been previously charged;

(b) Next, credit to each Participant’s Company Stock Account the shares of Company Stock, if any, that have been purchased with amounts from the Participant’s Other Investments Account, and adjust such Other Investments Account in accordance with the provisions of Section 5.03 of the Plan;

(c) Next, credit to each Participant’s Company Stock Account the shares of Company Stock representing contributions made by the Employers in the form of Company Stock and the number of Financed Shares released from the Loan Suspense Account under Section 4.03 of the Plan that are to be allocated and credited as of that date in accordance with the provisions of Section 5.04 of the Plan; and

(d) Finally, credit to each Participant’s Company Stock Account the shares of Company Stock released from the Loan Suspense Account that are to be allocated in accordance with the provisions of Section 5.09 of the Plan.

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Section 5.03 Maintenance of Participants’ Other Investments Accounts.

Except as otherwise provided for under Section 5.08 of the Plan, as of each Valuation Date, the Committee shall adjust the Other Investments Account of each Participant to reflect activity during the Valuation Period as follows:

(a) First, charge to each Participant’s Other Investments Account all distributions and payments made to the Participant that have not previously been charged;

(b) Next, if Company Stock is purchased with assets from a Participant’s Other Investments Account, charge the Participant’s Other Investments Account accordingly;

(c) Next, subject to the dividend provisions of Section 5.09 of the Plan, credit to the Other Investments Account of each Participant any cash dividends paid to the Trustee on shares of Company Stock held in that Participant’s Company Stock Account (as of the record date for such cash dividends) and dividends paid on shares of Company Stock held in the Loan Suspense Account that have not been used to repay any Acquisition Loan. Subject to the provisions of Section 5.09 of the Plan, cash dividends that have not been used to repay any Acquisition Loan and have been credited to a Participant’s Other Investments Account shall be applied by the Trustee to purchase shares of Company Stock, which shares shall then be credited to the Company Stock Account of such Participant. The Participant’s Other Investments Account shall then be charged by the amount of cash used to purchase such Company Stock. In addition, any earnings on:

(i) Participants’ Other Investments Accounts will be allocated to Accounts, pro rata, based on Participants’ Other Investments Account balances as of the first day of the Valuation Period, and

(ii) the Loan Suspense Account, other than dividends used to repay the Acquisition Loan, will be allocated to Participants’ Other Investments Accounts, pro rata, based on their Other Investments Account balances as of the first day of the Valuation Period;

(d) Next, allocate and credit the Employer contributions made pursuant to Section 4.01(b) of the Plan for the purpose of repaying any Acquisition Loan, in accordance with Section 5.04 of the Plan. Such amount shall then be used to repay any Acquisition Loan and such Participant’s Other Investments Account shall be charged accordingly; and

(e) Finally, allocate and credit the Employer contributions (other than amounts contributed to repay an Acquisition Loan) that are made in cash (or property other than Company Stock) for the Plan Year to the Other Investments Account of each Participant in accordance with Section 5.04 of the Plan.

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Section 5.04 Allocation and Crediting of Employer Contributions.

(a) Except as otherwise provided for in Sections 5.08 and 5.09 of the Plan, as of the Valuation Date for each Plan Year:

(i) Company Stock released from the Loan Suspense Account for that year and shares of Company Stock contributed directly to the Plan shall be allocated and credited to each Active Participant’s (as defined in paragraph (b) of this Section 5.04) Company Stock Account based on the ratio that each Active Participant’s Compensation for the Plan Year bears to the aggregate Compensation of all Active Participants for the Plan Year, and then

(ii) The cash contributions not used to repay an Acquisition Loan and any other property contributed for that year shall be allocated and credited to each Active Participant’s Other Investments Account based on the ratio determined by comparing each Active Participant’s Compensation for the Plan Year to the aggregate Compensation of all Active Participants for the Plan Year.

(b) For purposes of this Section 5.04, the term “Active Participant” means those Eligible Employees who:

(i) are employed on the last day of the Plan Year and have completed 1,000 Hours of Service during the Plan Year; or

(ii) terminated employment during the Plan Year by reason of death, Disability, or attainment of their Normal Retirement Date.

Section 5.05 Limitations on Allocations.

(a) In General. Subject to the provisions of this Section 5.05, Section 415 of the Code shall be incorporated by reference into the terms of the Plan. No allocation shall be made under Section 5.04 of the Plan that would result in a violation of Section 415 of the Code.

(b) Code Section 415 Compensation. For purposes of this Section 5.05, Compensation shall be adjusted to reflect the general rule of Section 1.415-2(d) of the Treasury Regulations.

(c) Limitation Year. The “limitation year” (within the meaning of Section 415 of the Code) shall be the calendar year.

(d) Multiple Defined Contribution Plans. In any case where a Participant also participates in another defined contribution plan of the Bank or its Affiliates, the appropriate committee of such other plan shall first reduce the after-tax contributions under any such plan, shall then reduce any elective deferrals under any such plan subject to Section 401(k) of the Code, shall then reduce all other contributions under any other such plan and, if necessary, shall then reduce contributions under this Plan.

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(e) Excess Allocations. If, after applying the allocation provisions under Section 5.04 of the Plan, allocations under Section 5.04 of the Plan would otherwise result in a violation of Section 415 of the Code, the Committee shall allocate and reallocate employer contributions to other Participants in the Plan for the limitation year or, if such allocation and reallocation causes the limitations of Section 415 of the Code to be exceeded, shall hold excess amounts in an unallocated suspense account for allocation in a subsequent Plan Year in accordance with Section 1.415-6(b)(6)(i) of the Treasury Regulations. Such suspense account, if permitted, will be credited before any allocation of contributions for subsequent limitation years.

(f) Allocations Pursuant to Section 5.08. For purposes of this Section 5.05, no amount credited to any Participant’s Account pursuant to Section 5.08 of the Plan shall be counted as an “annual addition” for purposes of Section 415 of the Code. In the event any amount cannot be allocated to Affected Participants (as defined in Section 5.08 of the Plan) under the Plan pursuant to Section 5.08 of the Plan in the year of a Change in Control, the amount which may not be so allocated in the year of the Change in Control shall be treated in accordance with paragraph (e) of this Section 5.05.

Section 5.06 Other Limitations.

Aside from the limitations set forth in Section 5.05 of the Plan, in no event shall more than one-third of the Employer contributions to the Plan be allocated to the Accounts of Highly Compensated Employees. In order to ensure that such allocations are not made, the Committee shall, beginning with the Participants whose Compensation exceeds the limit then in effect under Section 401(a)(17) of the Code, reduce the amount of Compensation of such Highly Compensated Employees on a pro-rata basis per individual that would otherwise be taken into account for purposes of allocating benefits under Section 5.04 of the Plan. If, in order to satisfy this Section 5.06, any such Participant’s Compensation must be reduced to an amount that is lower than the Compensation amount of the next highest paid (based on such Participant’s Compensation) Highly Compensated Employee (the “breakpoint amount”), then, for purposes of allocating benefits under Section 5.04 of the Plan, the Compensation of all concerned Participants shall be reduced to an amount not to exceed such breakpoint amount.

Section 5.07 Limitations as to Certain Section 1042 Transactions.

To the extent that a shareholder of Company Stock sells qualifying Company Stock to the Plan and elects (with the consent of the Bank) nonrecognition of gain under Section 1042 of the Code, no portion of the Company Stock purchased in such nonrecognition transaction (or other dividends or other income attributable thereto) may accrue or be allocated during the nonallocation period (the ten (10) year period beginning on the later of the date of the sale of the qualified Company Stock, or the date of the Plan allocation attributable to the final payment of an Acquisition Loan incurred in connection with such sale) for the benefit of:

(a) the selling shareholder;

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(b) the spouse, brothers or sisters (whether by the whole or half blood), ancestors or lineal descendants of the selling shareholder or descendant referred to in (a) above; or

(c) any other person who owns, after application of Section 318(a) of the Code, more than twenty-five percent (25%) of:

(i) any class of outstanding stock of the Company or any Affiliate, or

(ii) the total value of any class of outstanding stock of the Company or any Affiliate.

For purposes of this Section 5.07, Section 318(a) of the Code shall be applied without regard to the employee trust exception of Section 318(a)(2)(B)(i) of the Code.

Section 5.08 Allocations Upon Termination Prior to Satisfaction of Acquisition Loan.

(a) Notwithstanding any other provision of the Plan, in the event of a Change in Control, the Plan shall terminate as of the effective date of the Change in Control and, as soon as practicable thereafter, the Trustee shall repay in full any outstanding Acquisition Loan. In connection with such repayment, the Trustee shall: (i) apply cash, if any, received by the Plan in connection with the transaction constituting a Change in Control, with respect to the unallocated shares of Company Stock acquired with the proceeds of the Acquisition Loan, and (ii) to the extent additionally required to effect the repayment of the Acquisition Loan, obtain cash through the sale of any stock or security received by the Plan in connection with such transaction, with respect to such unallocated shares of Company Stock. After repayment of the Acquisition Loan, all remaining shares of Company Stock held in the Loan Suspense Account, all other stock or securities, and any cash proceeds from the sale or other disposition of any shares of Company Stock held in the Loan Suspense Account, shall be allocated among the Accounts of all Participants who were employed by an Employer on the date immediately preceding the effective date of the Change in Control. Such allocations of shares or cash proceeds shall be credited as earnings for purposes of Section 5.05 of the Plan and Section 415 of the Code, as of the effective date of the Change in Control, to the Account of each Participant who is either in active Service with an Employer, or is on a Recognized Absence, on the date immediately preceding the effective date of the Change of Control (each an “Affected Participant”), in proportion to the opening balances in their Company Stock Accounts as of the first day of the current Valuation Period. As of the effective date of a Change in Control, all Participant Accounts shall be fully vested and nonforfeitable.

(b) In the event of a termination of the Plan in connection with a Change in Control, this Section 5.08 shall have no force and effect unless the price paid for the Company Stock in connection with a Change in Control is greater than the average basis of the unallocated Company Stock held in the Loan Suspense Account as of the date of the Change in Control.

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Section 5.09 Dividends.

(a) Stock Dividends. Dividends on Company Stock which are received by the Trustee in the form of additional Company Stock shall be retained in the portion of the Trust Fund consisting of Company Stock, and shall be allocated among the Participants’ Accounts and the Loan Suspense Account in accordance with their holdings of the Company Stock on which the dividends have been paid.

(b) Cash Dividends on Allocated Shares. Dividends on Company Stock credited to Participants’ Accounts which are received by the Trustee in the form of cash shall, at the direction of the Bank, either:

(i) be credited to Participants’ Accounts in accordance with Section 5.03 of the Plan and invested as part of the Trust Fund;

(ii) be distributed immediately to the Participants;

(iii) be distributed to the Participants within ninety (90) days of the close of the Plan Year in which paid; or

(iv) be used to repay principal and interest on the Acquisition Loan used to acquire Company Stock on which the dividends were paid.

In addition to the alternatives specified in the preceding paragraph regarding the treatment of cash dividends paid with respect to shares of Company Stock credited to Participants’ Accounts, if authorized by the Committee for the Plan Year, a Participant may elect that cash dividends paid on Company Stock credited to the Participant’s Account shall either be:

(i) paid to the Plan, reinvested in Company Stock and credited to the Participant’s Account;

(ii) distributed in cash to the Participant; or

(iii) distributed to the Participant within ninety (90) days of the close of the Plan Year in which paid.

Dividends subject to an election under this paragraph (and any Company Stock acquired therewith pursuant to a Participant’s election) shall at all times be fully vested. To the extent the Committee authorizes dividend elections pursuant to this paragraph, the Committee shall establish policies and procedures relating to Participant elections and, if applicable, the reinvestment of cash dividends in Company Stock, which are consistent with guidance issued under Section 404(k) of the Code.

(c) Cash Dividends on Unallocated Shares. Dividends on Company Stock held in the Loan Suspense Account received by the Trustee in the form of cash shall be applied as soon as

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practicable to payments of principal and interest under the Acquisition Loan incurred with the purchase of Company Stock.

(d) Financed Shares. Financed Shares released from the Loan Suspense Account by reason of dividends paid with respect to Company Stock shall be allocated under Sections 5.03 and 5.04 of the Plan as follows:

(i) First, Financed Shares with a fair market value at least equal to the dividends paid with respect to the Company Stock allocated to Participants’ Accounts shall be allocated among and credited to the Accounts of such Participants, pro rata, according to the number of shares of Company Stock held in such accounts on the date the dividend is declared by the Company; and

(ii) Next, any remaining Financed Shares released from the Loan Suspense Account by reason of dividends paid with respect to Company Stock held in the Loan Suspense Account shall be allocated among and credited to the Accounts of all Participants, pro rata, according to each Participant’s Compensation.

SECTION 6

Vesting and Forfeitures

Section 6.01 Deferred Vesting in Accounts.

(a) A Participant shall vest in his Accounts in accordance with the following schedule:

Years of Service	Vested Percentage
0-1	0	%
2	20	%
3	40	%
4	60	%
5	80	%
6 or more years	100	%

(b) For purposes of determining a Participant’s Years of Service under this Section 6.01, a Participant must be credited employment with the Bank or an Affiliate shall be deemed employment with the Employer. For purposes of determining a Participant’s vested percentage in his Accounts, all Years of Service shall be included, beginning with the Employee’s initial service with the Employer.

Section 6.02 Immediate Vesting in Certain Situations.

(a) Notwithstanding Section 6.01(a) of the Plan, a Participant shall become fully vested in his Accounts upon the earlier of:

(i) termination of the Plan or upon the permanent and complete discontinuance of contributions by the Employer to the Plan; provided, however, that in the event of a partial termination of the Plan, the interest of each Participant shall fully vest only with respect to that part of the Plan which is terminated;

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(ii) Termination of Service on or after the Participant’s Normal Retirement Date;

(iii) a Change in Control; or

(iv) Termination of Service by reason of death or Disability.

Section 6.03 Treatment of Forfeitures.

(a) If a Participant who is not fully vested in his Accounts terminates employment, that portion of his Accounts in which he is not vested shall be forfeited upon the earlier of:

(i) the date the Participant receives a distribution of his entire vested benefits under the Plan, or

(ii) the date at which the Participant incurs five (5) consecutive One Year Breaks in Service.

(b) If a Participant who has terminated employment and has received a distribution of his entire vested benefits under the Plan is subsequently reemployed by an Employer prior to incurring five (5) consecutive One Year Breaks in Service, he shall have the portion of his Accounts which was previously forfeited restored to his Accounts, provided he repays to the Trustee within five (5) years of his subsequent employment date an amount equal to the previous distribution. The amount restored to the Participant’s Account shall be credited to his Account as of the last day of the Plan Year in which the Participant repays the distributed amount to the Trustee and the restored amount shall come from other Employees’ forfeitures and, if such forfeitures are insufficient, from a special contribution by the Employer for that year. If a Participant’s employment terminates prior to his Account having become vested, such Participant shall be deemed to have received a distribution of his entire vested interest as of the Valuation Date next following his termination of employment.

(c) If a Participant who has terminated employment but has not received a distribution of his entire vested benefits under the Plan is subsequently reemployed by an Employer subsequent to incurring five (5) consecutive One Year Breaks in Service, any undistributed balance of his Accounts from his prior participation which was not forfeited shall be maintained as a fully vested subaccount within his Account.

(d) If a portion of a Participant’s Account is forfeited, assets other than Company Stock must be forfeited before any Company Stock may be forfeited.

(e) Forfeitures shall be reallocated among the other Participants in the Plan.

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Section 6.04 Accounting for Forfeitures.

A forfeiture shall be charged to the Participant’s Account as of the first day of the first Valuation Period in which the forfeiture becomes certain pursuant to Section 6.03 of the Plan. Except as otherwise provided in Section 6.03 of the Plan, a forfeiture shall be added to the contributions of the terminated Participant’s Employer which are to be credited to other Participants pursuant to Section 5 as of the last day of the Plan Year in which the forfeiture becomes certain.

Section 6.05 Vesting Upon Reemployment.

If a Participant incurs a One Year Break in Service and again performs an Hour of Service, such Participant shall receive credit, for purposes of Section 6.01 of the Plan, for his Years of Service prior to his One Year Break in Service.

SECTION 7

Distributions

Section 7.01 Distribution of Benefit Upon a Termination of Employment.

(a) A Participant whose employment terminates for any reason shall receive the entire vested portion of his Accounts in a single payment on a date selected by the Committee; provided, however, that such date shall be on or before the 60th day after the end of the Plan Year in which the Participant’s employment terminated. The benefits from that portion of the Participant’s Other Investments Account shall be calculated on the basis of the most recent Valuation Date before the date of payment. Subject to the provisions of Section 7.05 of the Plan, if the Committee so provides, a Participant may elect that his benefits be distributed to him in the form of Company Stock, cash, or some combination thereof.

(b) Notwithstanding paragraph (a) of this Section 7.01, if the balance credited to a Participant’s Accounts exceeds, at the time such benefit was distributable, $1,000, his benefits shall not be paid before the latest of his 65th birthday or the tenth anniversary of the year in which he commenced participation in the Plan, unless he elects an early payment date in a written election filed with the Committee. Such an election is not valid unless it is made after the Participant has received the required notice under Section 1.411(a)-11(c) of the Treasury Regulations that provides a general description of the material features of a lump sum distribution and the Participant’s right to defer receipt of his benefits under the Plan. The notice shall be provided no less than 30 days and no more than 90 days before the first day on which all events have occurred which entitle the Participant to such benefit. Written consent of the Participant to the distribution generally may not be made within 30 days of the date the Participant receives the notice and shall not be made more than 90 days from the date the Participant receives the notice. However, a distribution may be made less than 30 days after the notice provided under Section 1.411(a)-11(c) of the Treasury Regulations is given, if:

(i) the Committee clearly informs the Participant that he has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and if applicable, a particular distribution option), and

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(ii) the Participant, after receiving the notice, affirmatively elects a distribution.

A Participant may modify such an election at any time, provided any new benefit payment date is at least 30 days after a modified election is delivered to the Committee.

Section 7.02 Minimum Distribution Requirements.

The Plan shall be administered in accordance with Section 401(a)(9) of the Internal Revenue Code and all regulations promulgated thereunder. With respect to all Participants, other than those who are “5% owners” (as defined in Section 416 of the Code), benefits shall be paid on the required beginning date which is no later than the April 1st of the later of:

(i) the calendar year following the calendar year in which the Participant attains age 70 1/2, or

(ii) the calendar year in which the Participant retires.

With respect to all Participants who are 5% owners within the meaning of Section 416 of the Code, such Participants’ benefits shall be paid no later than the April 1st of the calendar year following the calendar year in which the Participant attains age 70 1/2.

Section 7.03 Benefits on a Participant’s Death.

(a) If a Participant dies before his benefits are paid pursuant to Section 7.01 of the Plan, the balance credited to his Accounts shall be paid to his Beneficiary in a single distribution on or before the 60th day after the end of the Plan Year in which the Participant died. If the Participant has not named a Beneficiary or his named Beneficiary should not survive him, then the balance in his Accounts shall be paid to his estate. The benefits from that portion of the Participant’s Other Investments Account shall be calculated on the basis of the most recent Valuation Date before the date of payment.

(b) If a married Participant dies before his benefit payments begin, then, unless he has specifically elected otherwise, the Committee shall cause the balance in his Accounts to be paid to his spouse, as Beneficiary. A married Participant may name an individual other than his spouse as Beneficiary provided that such election is accompanied by the spouse’s written consent which must:

(i) acknowledge the effect of the election;

(ii) explicitly provide either that the designated Beneficiary may not subsequently be changed by the Participant without the spouse’s further consent or that it may be changed without such consent; and

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(iii) must be witnessed by the Committee, its representative, or a notary public.

This requirement shall not apply if the Participant establishes to the Committee’s satisfaction that the spouse may not be located.

(c) The Committee shall, from time to time, take whatever steps it deems appropriate to keep informed of each Participant’s marital status. Each Employer shall provide the Committee with the most reliable information in the Employer’s possession regarding its Participants’ marital status, and the Committee may, in its discretion, require a notarized affidavit from any Participant as to his marital status. The Committee, the Plan, the Trustee, and the Employers shall be fully protected and discharged from any liability to the extent of any benefit payments made as a result of the Committee’s good faith and reasonable reliance upon information obtained from a Participant as to the Participant’s marital status.

Section 7.04 Delay in Benefit Determination.

If the Committee is unable to determine the benefits payable to a Participant or Beneficiary on or before the latest date prescribed for payment pursuant to this Section 7, the benefits shall in any event be paid within 60 days after they can first be determined.

Section 7.05 Options to Receive and Sell Company Stock.

(a) Unless ownership of virtually all Company Stock is restricted to active Employees and qualified retirement plans for the benefit of Employees pursuant to the certificates of incorporation or by-laws of the Employers issuing Company Stock, a terminated Participant or the Beneficiary of a deceased Participant may instruct the Committee to distribute the Participant’s entire vested interest in his Accounts in the form of Company Stock. In that event, the Committee shall apply the Participant’s vested interest in his Other Investments Account to purchase sufficient Company Stock to make the required distribution.

(b) Any Participant who receives Company Stock pursuant to this Section 7.05, and any person who has received Company Stock from the Plan or from such a Participant by reason of the Participant’s death or incompetency, by reason of divorce or separation from the Participant, or by reason of a rollover distribution described in Section 402(c) of the Code, shall have the right to require the Employer which issued the Company Stock to purchase the Company Stock for its current fair market value (hereinafter referred to as the “put right”). The put right shall be exercisable by written notice to the Committee during the first 60 days after the Company Stock is distributed by the Plan, and, if not exercised in that period, during the first 60 days in the following Plan Year after the Committee has communicated to the Participant its determination as to the Company Stock’s current fair market value. If the put right is exercised, the Trustee may, if so directed by the Committee in its sole discretion, assume the Employer’s rights and obligations with respect to purchasing the Company Stock. However, the put right shall

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not apply to the extent that the Company Stock, at the time the put right would otherwise be exercisable, may be sold on an established market in accordance with federal and state securities laws and regulations.

(c) With respect to a put right, the Employer or the Trustee, as the case may be, may elect to pay for the Company Stock in equal periodic installments, not less frequently than annually, over a period not longer than five (5) years from the 30th day after the put right is exercised pursuant to paragraph (b) of this Section 7.05, with adequate security and interest at a reasonable rate on the unpaid balance, all such terms to be set forth in a promissory note delivered to the seller with normal terms as to acceleration upon any uncured default.

(d) Nothing contained in this Section 7.05 shall be deemed to obligate any Employer to register any Company Stock under any federal or state securities law or to create or maintain a public market to facilitate the transfer or disposition of any Company Stock. The put right described in this Section 7.05 may only be exercised by a person described in paragraph (b) of this Section 7.05, and may not be transferred with any Company Stock to any other person. As to all Company Stock purchased by the Plan in exchange for any Acquisition Loan, the put right must be nonterminable. The put right for Company Stock acquired through an Acquisition Loan shall continue with respect to such Company Stock after the Acquisition Loan is repaid or the Plan ceases to be an employee stock ownership plan. Except as provided above, in accordance with the provisions of Sections 54.4975-7(b)(4) of the Treasury Regulations, no Company Stock acquired with the proceeds of an Acquisition Loan may be subject to any put, call or other option or buy-sell or similar arrangement while held by, and when distributed from, the Plan, whether or not the Plan is then an employee stock ownership plan.

Section 7.06 Restrictions on Disposition of Company Stock.

Except in the case of Company Stock which is traded on an established market, a Participant who receives Company Stock pursuant to this Section 7, and any person who has received Company Stock from the Plan or from such a Participant by reason of the Participant’s death or incompetency, divorce or separation from the Participant, or a rollover distribution described in Section 402(c) of the Code, shall, prior to any sale or other transfer of the Company Stock to any other person, first offer the Company Stock to the issuing Employer and to the Plan at its current fair market value. This restriction shall apply to any transfer, whether voluntary, involuntary, or by operation of law, and whether for consideration or gratuitous. Either the Employer or the Trustee may accept the offer within 14 days after it is delivered. Any Company Stock distributed by the Plan shall bear a conspicuous legend describing the right of first refusal under this Section 7.06, as applicable, as well as any other restrictions upon the transfer of the Company Stock imposed by federal and state securities laws and regulations.

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Section 7.07 Direct Transfer of Eligible Plan Distributions.

(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section, a distributee (as defined below) may elect to have any portion of an eligible rollover distribution (as defined below) paid directly to an eligible retirement plan (as defined below) specified by the distributee in a direct rollover (as defined below). A “distributee” includes a Participant or former Participant. In addition, the Participant’s or former Participant’s surviving spouse and the Participant’s or former Participant’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. For purposes of this Section 7.07 a “direct rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee.

(b) To effect such a direct transfer, the distributee must notify the Committee that a direct rollover is desired and provide to the Committee sufficient information regarding the eligible retirement plan to which the payment is to be made. Such notice shall be made in such form and at such time as the Committee may prescribe. Upon receipt of such notice, the Committee shall direct the Trustee to make a trustee-to-trustee transfer of the eligible rollover distribution to the eligible retirement plan so specified.

(c) For purposes of this Section 7.07, an “eligible rollover distribution” shall have the meaning set forth in Section 402(c)(4) of the Code and any Treasury Regulations promulgated thereunder. To the extent such meaning is not inconsistent with the above references, an eligible rollover distribution shall mean any distribution of all or any portion of the Participant’s Account, except that such term shall not include any distribution which is one of a series of substantially equal periodic payments (not less frequently than annually) made (i) for the life (or life expectancy) of the Participant or the joint lives (or joint life expectancies) of the Participant and a designated Beneficiary, or (ii) for a period of ten years or more. Further, the term “eligible rollover distribution” shall not include any distribution required to be made under Section 401(a)(9) of the Code or, the portion of any distribution that is not includible in gross income (determined without regard to the exclusions for net unrealized appreciation with respect to Company Stock). To the extent applicable under the Plan, “eligible rollover distributions” shall also not include any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code.

(d) For purposes of this Section 7.07, an “eligible retirement plan” shall have the meaning set forth in Section 402(c)(8) of the Code and any Treasury Regulations promulgated thereunder. To the extent such meaning is not consistent with the above references, an eligible retirement plan shall mean: (i) an individual retirement account described in Section 408(a) of the Code, (ii) an individual retirement annuity described in Section 408(b) of the Code, (iii) an annuity or annuity plan described in Section 403(a) or Section 403(b) of the Code, (iv) a qualified trust described in Section 401(a) of the Code, or (v) a governmental plan under Section 457 of the Code that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible rollover distribution to a

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surviving spouse, an eligible retirement plan means an individual retirement account or individual retirement annuity.

(e) An eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state which agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order as defined in Section 414(p) of the Code.

SECTION 8

Voting of Company Stock and Tender Offers

Section 8.01 Voting of Company Stock.

(a) In General. The Trustee shall generally vote all shares of Company Stock held in the Trust in accordance with the provisions of this Section 8.01.

(b) Allocated Shares. Shares of Company Stock which have been allocated to Participants’ Accounts shall be voted by the Trustee in accordance with the Participants’ written instructions.

(c) Uninstructed and Unallocated Shares. Shares of Company Stock which have been allocated to Participants’ Accounts but for which no written instructions have been received by the Trustee regarding voting shall be voted by the Trustee in a manner calculated to most accurately reflect the instructions the Trustee has received from Participants regarding voting shares of allocated Company Stock. Shares of unallocated Company Stock shall also be voted by the Trustee in a manner calculated to most accurately reflect the instructions the Trustee has received from Participants regarding voting shares of allocated Company Stock. Notwithstanding the preceding two sentences, all shares of Company Stock which have been allocated to Participants’ Accounts and for which the Trustee has not timely received written instructions regarding voting and all unallocated shares of Company Stock must be voted by the Trustee in a manner determined by the Trustee to be solely in the best interests of the Participants and Beneficiaries.

(d) Voting Prior to Allocation. In the event no shares of Company Stock have been allocated to Participants’ Accounts at the time Company Stock is to be voted, each Participant shall be deemed to have one share of Company Stock allocated to his Accounts for the sole purpose of providing the Trustee with voting instructions.

(e) Procedure and Confidentiality. Whenever such voting rights are to be exercised, the Employers, the Committee, and the Trustee shall see that all Participants and Beneficiaries are provided with the same notices and other materials as are provided to

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other holders of the Company Stock, and are provided with adequate opportunity to deliver their instructions to the Trustee regarding the voting of Company Stock allocated to their Accounts or deemed allocated to their Accounts for purposes of voting. The instructions of the Participants with respect to the voting of shares of Company Stock shall be confidential.

Section 8.02 Tender Offers.

In the event of a tender offer, Company Stock shall be tendered by the Trustee in the same manner set forth in Section 8.01 of the Plan regarding the voting of Company Stock.

SECTION 9

The Committee and Plan Administration

Section 9.01 Identity of the Committee.

The Committee shall consist of three or more individuals selected by the Bank. Any individual, including a director, trustee, shareholder, officer, or Employee of an Employer, shall be eligible to serve as a member of the Committee. The Bank shall have the power to remove any individual serving on the Committee at any time without cause upon ten (10) days’ written notice to such individual and any individual may resign from the Committee at any time without reason upon ten (10) days’ written notice to the Bank. The Bank shall notify the Trustee of any change in membership of the Committee.

Section 9.02 Authority of Committee.

(a) The Committee shall be the “plan administrator” within the meaning of ERISA and shall have exclusive responsibility and authority to control and manage the operation and administration of the Plan, including the interpretation and application of its provisions, except to the extent such responsibility and authority are otherwise specifically:

(i) allocated to the Bank, the Employers, or the Trustee under the Plan and Trust Agreement;

(ii) delegated in writing to other persons by the Bank, the Employers, the Committee, or the Trustee; or

(iii) allocated to other parties by operation of law.

(b) The Committee shall have exclusive responsibility regarding decisions concerning the payment of benefits under the Plan.

(c) The Committee shall have full investment responsibility with respect to the Investment Fund except to the extent, if any, specifically provided for in the Trust Agreement.

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(d) In the discharge of its duties, the Committee may employ accountants, actuaries, legal counsel, and other agents (who also may be employed by an Employer or the Trustee in the same or some other capacity) and may pay such individuals reasonable compensation and expenses for their services rendered with respect to the operation or administration of the Plan, to the extent such payments are not otherwise prohibited by law.

Section 9.03 Duties of Committee.

(a) The Committee shall keep whatever records may be necessary in connection with the maintenance of the Plan and shall furnish to the Employers whatever reports may be required from time to time by the Employers. The Committee shall furnish to the Trustee whatever information may be necessary to properly administer the Trust. The Committee shall see to the filing with the appropriate government agencies of all reports and returns required with respect to the Plan under ERISA, the Code and other applicable laws and regulations.

(b) The Committee shall have exclusive responsibility and authority with respect to the Plan’s holdings of Company Stock and shall direct the Trustee in all respects regarding the purchase, retention, sale, exchange, and pledge of Company Stock and the creation and satisfaction of any Acquisition Loan to the extent such responsibilities are not set forth in the Trust Agreement.

(c) The Committee shall at all times act consistently with the Bank’s long-term intention that the Plan, as an employee stock ownership plan, be invested primarily in Company Stock. Subject to the direction of the Committee with respect to any Acquisition Loan pursuant to the provisions of Section 4.03 of the Plan, and subject to the provisions of Sections 7.05 and 11.04 of the Plan as to Participants’ rights under certain circumstances to have their Accounts invested in Company Stock or in assets other than Company Stock, the Committee shall determine, in its sole discretion, the extent to which assets of the Trust shall be used to repay any Acquisition Loan, to purchase Company Stock, or to invest in other assets selected by the Committee or an investment manager. No provision of the Plan relating to the allocation or vesting of any interests in Company Stock or investments other than Company Stock shall restrict the Committee from changing any holdings of the Trust Fund, whether the changes involve an increase or a decrease in the Company Stock or other assets credited to Participants’ Accounts. In determining the proper extent of the Trust Fund’s investment in Company Stock, the Committee shall be authorized to employ investment counsel, legal counsel, appraisers, and other agents and to pay their reasonable compensation and expenses to the extent such payments are not prohibited by law.

(d) If the valuation of any Company Stock is not established by reported trading on a generally recognized public market, then the Committee shall have the exclusive authority and responsibility to determine the value of the Company Stock for all purposes under the Plan. Such value shall be determined as of each Valuation Date and on any other date as of which the Trustee purchases or sells Company Stock in a manner consistent with Section 4975 of the Code and the Treasury Regulations issued thereunder.

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The Committee shall use generally accepted methods of valuing stock of similar corporations for purposes of arm’s length business and investment transactions, and in this connection the Committee shall obtain, and shall be protected in relying upon, the valuation of Company Stock as determined by an independent appraiser (as defined in Section 401(a)(28)(c) of the Code).

Section 9.04 Compliance with ERISA and the Code.

The Committee shall perform all acts necessary to ensure the Plan’s compliance with ERISA and the Code. Each individual member of the Committee shall discharge his duties in good faith and in accordance with the applicable requirements of ERISA and the Code.

Section 9.05 Action by Committee.

All actions of the Committee shall be governed by the affirmative vote of a majority of the total number of Committee members. The members of the Committee may meet informally and may take any action without meeting as a group.

Section 9.06 Execution of Documents.

Any instrument to be executed by the Committee may be signed by any member of the Committee.

Section 9.07 Adoption of Rules.

The Committee shall adopt such rules and regulations of uniform applicability as it deems necessary or appropriate for the proper operation, administration and interpretation of the Plan.

Section 9.08 Responsibilities to Participants.

The Committee shall determine which Employees qualify to participate in the Plan. The Committee shall furnish to each Eligible Employee whatever summary plan descriptions, summary annual reports, and other notices and information that may be required under ERISA. The Committee also shall determine when a Participant or his Beneficiary qualifies for the payment of benefits under the Plan. The Committee shall furnish to each such Participant or Beneficiary whatever information is required under ERISA or the Code (or is otherwise appropriate) to enable the Participant or Beneficiary to make whatever elections may be available pursuant to Section 7, and the Committee shall provide for the payment of benefits in the proper form and amount from the Trust. The Committee may decide in its sole discretion to permit modifications of elections and to defer or accelerate benefits to the extent consistent with the terms of the Plan, applicable law, and the best interests of the individuals concerned.

Section 9.09 Alternative Payees in Event of Incapacity.

If the Committee finds at any time that an individual qualifying for benefits under this Plan is a minor or is incompetent, the Committee may direct the benefits to be paid, in the case of a minor,

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to his parents, his legal guardian, a custodian for him under the Uniform Transfers to Minors Act, or the person having actual custody of him, or, in the case of an incompetent, to his spouse, his legal guardian, or the person having actual custody of him. The Committee and the Trustee shall not be obligated to inquire as to the actual use of the funds by the person receiving them under this Section 9.09, and any such payment shall completely discharge the obligations of the Plan, the Trustee, the Committee, and the Employers to the extent of the payment.

Section 9.10 Indemnification by Employers.

Except as separately agreed upon in writing, the Committee, and any member or employee of the Committee, shall be indemnified and held harmless by the Employers, jointly and severally, to the fullest extent permitted by law, against any and all costs, damages, expenses, and liabilities reasonably incurred by or imposed upon the Committee or such individual in connection with any claim made against the Committee or such individual, or in which the Committee or such individual may be involved by reason of being, or having been, the Committee, or a member or employee of the Committee, to the extent such amounts are not paid by insurance.

Section 9.11 Abstention by Interested Member.

Any member of the Committee who is also a Participant in the Plan shall take no part in any determination specifically relating to his own participation or benefits under the Plan, unless an abstention would render the Committee incapable of acting on the matter.

SECTION 10

Rules Governing Benefit Claims

Section 10.01 Claim for Benefits.

Any Participant or Beneficiary who qualifies for the payment of benefits shall file a claim for benefits with the Committee on a form provided by the Committee. The claim, including any election of an alternative benefit form, shall be filed at least 30 days before the date on which the benefits are to begin. If a Participant or Beneficiary fails to file a claim by the 30th day before the date on which benefits become payable, he shall be presumed to have filed a claim for payment for the Participant’s benefits in the standard form prescribed by Section 7 of the Plan.

Section 10.02 Notification by Committee.

Within 90 days after receiving a claim for benefits (or within 180 days, if special circumstances require an extension of time and written notice of the extension is given to the Participant or Beneficiary within 90 days after receiving the claim for benefits), the Committee shall notify the Participant or Beneficiary whether the claim has been approved or denied. If the Committee denies a claim in any respect, the Committee shall set forth in a written notice to the Participant or Beneficiary:

(a) each specific reason for the denial;

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(b) specific references to the pertinent Plan provisions on which the denial is based;

(c) a description of any additional material or information which could be submitted by the Participant or Beneficiary to support his claim, with an explanation of the relevance of such information; and

(d) an explanation of the claims review procedures set forth in Section 10.03 of the Plan.

Section 10.03 Claims Review Procedure.

Within 60 days after a Participant or Beneficiary receives notice from the Committee that his claim for benefits has been denied in any respect, he may file with the Committee a written notice of appeal setting forth his reasons for disputing the Committee’s determination. In connection with his appeal, the Participant or Beneficiary or his representative may inspect or purchase copies of pertinent documents and records to the extent not inconsistent with other Participants’ and Beneficiaries’ rights of privacy. Within 60 days after receiving a notice of appeal from a prior determination (or within 120 days, if special circumstances require an extension of time and written notice of the extension is given to the Participant or Beneficiary and his representative within 60 days after receiving the notice of appeal), the Committee shall furnish to the Participant or Beneficiary and his representative, if any, a written statement of the Committee’s final decision with respect to his claim, including the reasons for such decision and the particular Plan provisions upon which it is based.

SECTION 11

The Trust

Section 11.01 Creation of Trust Fund.

All amounts received under the Plan from an Employer and investments shall be held in a Trust Fund pursuant to the terms of this Plan and the Trust Agreement. The benefits described in this Plan shall be payable only from the assets of the Trust Fund. Neither the Bank, any other Employer, its board of directors or trustees, its stockholders, its officers, its employees, the Committee, nor the Trustee shall be liable for payment of any benefit under this Plan except from the Trust Fund.

Section 11.02 Company Stock and Other Investments.

The Trust Fund held by the Trustee shall be divided into Company Stock and investments other than Company Stock. The Trustee shall have no investment responsibility for the portion of the Trust Fund consisting of Company Stock, but shall accept any Employer contributions made in the form of Company Stock, and shall acquire, sell, exchange, distribute, and otherwise deal with and dispose of Company Stock in accordance with the instructions of the Committee.

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Section 11.03 Acquisition of Company Stock.

From time to time the Committee may, in its sole discretion, direct the Trustee to acquire Company Stock from the issuing Employer or from shareholders, including shareholders who are or have been Employees, Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for such Company Stock no more than its fair market value, which shall be determined conclusively by the Committee pursuant to Section 9.03(d) of the Plan. The Committee may direct the Trustee to finance the acquisition of Company Stock through an Acquisition Loan subject to the provisions of Section 4.03 of the Plan.

Section 11.04 Participants’ Option to Diversify.

The Committee shall establish a procedure under which each Participant may, during the first five years of a certain six-year period, elect to have up to 25 percent of the value of his Accounts committed to alternative investment options within an “Investment Fund.” For the sixth year in this period, the Participant may elect to have up to 50 percent of the value of his Accounts committed to other investments. The six-year period shall begin with the Plan Year following the first Plan Year in which the Participant has both reached age 55 and completed 10 years of participation in the Plan; a Participant’s election to diversify his Accounts must be made within the 90-day period immediately following the last day of each of the six Plan Years. The Committee shall see that the Investment Fund includes a sufficient number of investment options to comply with Section 401(a)(28)(B) of the Code. The Committee may, in its discretion, permit a transfer of a portion of the Participant’s Accounts to the Equitable Bank Retirement Plan in order to satisfy this Section 11.04, provided such investments comply with Section 401(a)(28)(B) of the Code and such transfer is not otherwise prohibited under the Code or ERISA. The Trustee shall comply with any investment directions received from Participants in accordance with the procedures adopted from time to time by the Committee under this Section 11.04.

SECTION 12

Adoption, Amendment and Termination

Section 12.01 Adoption of Plan by Other Employers.

With the consent of the Bank, any entity may become a participating Employer under the Plan by:

(a) taking such action as shall be necessary to adopt the Plan;

(b) becoming a party to the Trust Agreement establishing the Trust Fund; and

(c) executing and delivering such instruments and taking such other action as may be necessary or desirable to put the Plan into effect with respect to the entity’s Employees.

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Section 12.02 Adoption of Plan by Successor.

In the event that any Employer shall be reorganized by way of merger, consolidation, transfer of assets or otherwise, so that an entity other than an Employer shall succeed to all or substantially all of the Employer’s business, the successor entity may be substituted for the Employer under the Plan by adopting the Plan and becoming a party to the Trust Agreement. Contributions by the Employer shall be automatically suspended from the effective date of any such reorganization until the date upon which the substitution of the successor entity for the Employer under the Plan becomes effective. If, within 90 days following the effective date of any such reorganization, the successor entity shall not have elected to become a party to the Plan, or if the Employer shall adopt a plan of complete liquidation other than in connection with a reorganization, the Plan shall be automatically terminated with respect to Employees of the Employer as of the close of business on the 90th day following the effective date of the reorganization, or as of the close of business on the date of adoption of a plan of complete liquidation, as the case may be.

Section 12.03 Plan Adoption Subject to Qualification.

Notwithstanding any other provision of the Plan, the adoption of the Plan and the execution of the Trust Agreement are conditioned upon their being determined initially by the Internal Revenue Service to meet the qualification requirements of Section 401(a) of the Code, so that the Employers may deduct currently for federal income tax purposes their contributions to the Trust and so that the Participants may exclude the contributions from their gross income and recognize income only when they receive benefits. In the event that this Plan is held by the Internal Revenue Service not to qualify initially under Section 401(a) of the Code, the Plan may be amended retroactively to the earliest date permitted by the Code and the applicable Treasury Regulations in order to secure qualification under Section 401(a) of the Code. If this Plan is held by the Internal Revenue Service not to qualify initially under Section 401(a) of the Code either as originally adopted or as amended, each Employer’s contributions to the Trust under this Plan (including any earnings thereon) shall be returned to it and this Plan shall be terminated. In the event that this Plan is amended after its initial qualification, and the Plan, as amended, is held by the Internal Revenue Service not to qualify under Section 401(a) of the Code, the amendment may be modified retroactively to the earliest date permitted by the Code and the applicable Treasury Regulations in order to secure approval of the amendment under Section 401(a) of the Code.

Section 12.04 Right to Amend or Terminate.

(a) The Bank intends to continue this Plan as a permanent program. However, each participating Employer separately reserves the right to suspend, supersede, or terminate the Plan at any time and for any reason, as it applies to that Employer’s Employees, and the Bank reserves the right to amend, suspend, supersede, merge, consolidate, or terminate the Plan at any time and for any reason, as it applies to the Employees of all Employers.

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(b) No amendment, suspension, supersession, merger, consolidation, or termination of the Plan shall reduce any Participant’s or Beneficiary’s proportionate interest in the Trust Fund, or shall divert any portion of the Trust Fund to purposes other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan. Except as is required for purposes of compliance with the Code or ERISA, neither the provisions of Section 5.04 relating to the crediting of contributions, forfeitures and shares of Company Stock released from the Loan Suspense Account, nor any other provision of the Plan relating to the allocation of benefits to Participants, may be amended more frequently than once every six months. Moreover, there shall not be any transfer of assets to a successor plan or merger or consolidation with another plan unless, in the event of the termination of the successor plan or the surviving plan immediately following such transfer, merger, or consolidation, each participant or beneficiary would be entitled to a benefit equal to or greater than the benefit he would have been entitled to if the plan in which he was previously a participant or beneficiary had terminated immediately prior to such transfer, merger, or consolidation. Following a termination of this Plan by the Bank, the Trustee shall continue to administer the Trust and pay benefits in accordance with the Plan and the Committee’s instructions.

(c) In the event of a Change in Control, the Plan shall be terminated and allocations made to Participants in accordance with the provisions of Section 5.08 of the Plan.

SECTION 13

General Provisions

Section 13.01 Nonassignability of Benefits.

The interests of Participants and other persons entitled to benefits under the Plan shall not be subject to the claims of their creditors and may not be voluntarily or involuntarily assigned, alienated, pledged, encumbered, sold, or transferred. The prohibitions set forth in this Section 13.01 shall also apply to any judgment, decree, or order (including approval of a property or settlement agreement) which relates to the provision of child support, alimony, or property rights to a present or former spouse, child, or other dependent of a Participant pursuant to a domestic relations order, unless such judgment, decree or order is determined to be a “qualified domestic relations order” as defined in Section 414(p) of the Code.

Section 13.02 Limit of Employer Liability.

The liability of the Employers with respect to Participants and other persons entitled to benefits under the Plan shall be limited to making contributions to the Trust from time to time, in accordance with Section 4 of the Plan.

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Section 13.03 Plan Expenses.

All expenses incurred by the Committee or the Trustee in connection with administering the Plan and Trust shall be paid by the Trustee from the Trust Fund to the extent the expenses have not been paid or assumed by the Employer.

Section 13.04 Nondiversion of Assets.

Except as provided in Sections 5.05 and 12.03 of the Plan, under no circumstances shall any portion of the Trust Fund be diverted to or used for any purpose other than the exclusive benefit of Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan.

Section 13.05 Separability of Provisions.

If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.

Section 13.06 Service of Process.

The agent for the service of process upon the Plan shall be the Chairman of the Board of the Bank and the Trustee, or such other person as may be designated from time to time by the Bank.

Section 13.07 Governing Law.

The Plan is established under, and its validity, construction and effect shall be governed by the laws of the State of New York to the extent those laws are not preempted by federal law, including the provisions of ERISA.

Section 13.08 Special Rules for Persons Subject to Section 16(b) Requirements.

Notwithstanding anything herein to the contrary, any former Participant who is subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, who becomes eligible to again participate in the Plan, may not become a Participant prior to the date that is six months from the date such former Participant terminated participation in the Plan. In addition, any person subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 Act receiving a distribution of Company Stock from the Plan must hold such Company Stock for a period of six months, commencing with the date of distribution. However, this restriction will not apply to Company Stock distributions made in connection with death, retirement, Disability or termination of employment, or made pursuant to the terms of a qualified domestic relations order.

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Section 13.09 Military Service.

Notwithstanding any other provision of this Plan to the contrary, contributions, benefits and Service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

SECTION 14

Top-Heavy Provisions

Section 14.01 Top-Heavy Provisions.

(a) Key employee. Key employee means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5% owner of the Employer or a 1% owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(b) Determination of present values and amounts. This subsection (b) shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Participants as of the distribution date.

(i) Distributions during year ending on the Determination Date. The present values of accrued benefits and the amounts of account balances of a Participant as of the Determination Date shall be increased by the distributions made with respect to the Participant under the Plan and any Plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(ii) Participants not performing services during the year ending on the Determination Date. The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the Determination Date shall not be taken into account.

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Section 14.02 Plan Modifications Upon Becoming Top-Heavy.

(a) Minimum Accruals. Section 5.04 of the Plan will be modified to provide that the aggregate amount of Employer contributions allocated in each Plan Year to the Accounts of each Participant who is a non-Key Employee (as defined under Section 416(i)(1) of the Code), and who is employed by an Employer as of the last day of the Plan Year, may not be less than the lesser of:

(i) three percent (3%) of his Compensation for the Plan Year; and

(ii) a percentage of his Compensation equal to the largest percentage obtained by dividing the sum of the amount credited to the Accounts of any Key Employee by that Key Employee’s Compensation.

(b) The preceding provision will remain in effect for the period in which the Plan is top-heavy. If, for any particular year thereafter, the Plan is no longer top-heavy, the provisions contained in this Section 14.02 shall cease to apply, except that any previously vested portion of any Account balance shall remain nonforfeitable.

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FORM OF

TRUST AGREEMENT

BETWEEN

NORTHEAST COMMUNITY BANK

AND

[TRUSTEE]

FOR THE

NORTHEAST COMMUNITY BANK

EMPLOYEE STOCK OWNERSHIP PLAN TRUST

Effective as of                     , 2006

CONTENTS

		Page No.
Section 1	Creation of Trust	1
Section 2	Investment of Trust Fund and Administrative Powers of the Trustee	2
Section 3	Compensation and Indemnification of Trustee and Payment of Expenses and Taxes	7
Section 4	Records and Valuation	8
Section 5	Instructions from Committee	9
Section 6	Change of Trustee	10
Section 7	Miscellaneous	10

i

This TRUST AGREEMENT dated as of                     , 2006 between NORTHEAST COMMUNITY BANK, with its administrative office at 325 Hamilton Avenue, White Plains, New York 10601 (hereinafter called the “Company”), and [TRUSTEE] with its administrative office at                      (hereinafter called the “Trustee”).

W I T N E S S E T H  T H A T:

WHEREAS, the Company has approved and adopted an employee stock ownership plan for the benefit of its employees, the Northeast Community Bank Employee Stock Ownership Plan (hereinafter called the “Plan”); and

WHEREAS, the Company has authorized the execution of this Trust Agreement and has appointed                      as Trustee of the Trust Fund created pursuant to the Plan; and

WHEREAS,                      has agreed to act as Trustee and to hold and administer the assets of the Plan in accordance with the terms of this Trust Agreement.

NOW, THEREFORE, the Company and the Trustee agree as follows:

Section 1. Creation of Trust.

1.1 Trustee.                      shall serve as Trustee of the Trust Fund created in accordance with and in furtherance of the Plan, and shall serve as Trustee until its removal or resignation in accordance with Section 6.

1.2 Trust Fund. The Trustee hereby agrees to accept contributions from the Employer as defined in the Plan and amounts transferred from other qualified retirement plans from time to time in accordance with the terms of the Plan. All such property and contributions, together with income thereon and increments thereto, shall constitute the “Trust Fund” to be held in accordance with the terms of the Trust Agreement.

1.3 Incorporation of Plan. An instrument entitled “Northeast Community Bank Employee Stock Ownership Plan” is incorporated herein by reference, and this Trust Agreement shall be interpreted consistently with that Plan. All words and phrases defined in that Plan shall have the same meanings when used in this Trust Agreement.

1.4 Name. The name of this trust shall be “Northeast Community Bank Employee Stock Ownership Plan Trust.”

1.5 Nondiversion of Assets. In no event shall any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan, except to the extent that assets may be returned to the Employer in accordance with the Plan where the Plan fails to qualify initially under Section 401(a) of the Internal Revenue Code (the “Code”), or

1

where they are attributable to contributions made by mistake of fact or in excess of the deductibility allowed under the Code.

Section 2. Investment of Trust Fund and Administrative Powers of the Trustee.

2.1 Stock and Other Investments. The basic investment policy of the Plan shall be to invest primarily in Stock of the Employer for the exclusive benefit of the Participants and their Beneficiaries. The Committee shall have full and complete investment authority and responsibility with respect to the purchase, retention, sale, exchange, and pledge of Stock and the payment of Stock Obligations, and the Trustee shall not deal in any way with Stock except in accordance with its obligations pursuant to this Trust Agreement and the written instructions of the Committee. The Trustee shall invest, or keep invested, all or a portion of the Trust Fund in Stock, and shall pay Stock Obligations out of assets of the Trust Fund, as instructed from time to time by the Committee. The Trustee shall invest any balance of the Trust Fund (the “Investment Fund”) in such other property as the Committee, in its sole discretion, shall deem advisable, subject to any delegation of such investment responsibility pursuant to Section 2.2. Nothing contained herein shall provide investment discretion authority or any like responsibility in regard to the assets of the Trust Fund.

In connection with instructions to acquire Stock, the Trustee may purchase newly issued or outstanding Stock from the Employer or any other holders of Stock, including Participants, Beneficiaries, and Plan fiduciaries. All purchases and sales of Stock shall be made by the Trustee at fair market value as determined by the Committee in good faith and in accordance with any applicable requirements under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Such purchases may be made with assets of the Trust Fund, with funds borrowed for this purpose (with or without guarantees of repayment to the lender by the Employer), or by any combination of the foregoing.

Notwithstanding any other provision of this Trust Agreement or the Plan, neither the Committee nor the Trustee shall make any purchase, sale, exchange, investment, pledge, valuation, or loan, or take any other action involving those assets for which they are responsible which (i) is inconsistent with the policy of the Plan and Trust, (ii) is inconsistent with the prudence and diversification requirements set forth in Sections 404(a)(1)(B) and (C) of ERISA (to the extent such requirements apply to an employee stock ownership plan and trust), (iii) is prohibited by Section 406 or 407 of ERISA, or (iv) would impair the qualification of the Plan or the exemption of the Trust under Sections 401 and 501, respectively, of the Code.

2.2 Delegation of Investment Responsibility. The Committee may, by written notice and in accordance with the Plan, direct the Trustee to segregate any portion or all of the Investment Fund into one or more separate accounts for each of which full investment responsibility will be delegated to an investment manager appointed in such notice pursuant to Section 402(c)(3) of ERISA (hereinafter a “Manager”). For any separate account where the Trustee is to maintain custody of the assets, the Trustee and the Manager shall agree upon procedures for the transmittal of investment instructions from the Manager to the Trustee, and the Trustee may provide the Manager with such documents as may be necessary to authorize the Manager to effect transactions directly on behalf of the segregated account.

2

Further, the Committee may, by written notice and in accordance with the Plan, direct the Trustee to segregate any portion or all of the Investment Fund into one or more separate accounts for each of which full investment responsibility will be delegated to an insurance company through one or more group annuity contracts, deposit administration contracts, or similar contracts, which may provide for investments in any commingled separate accounts established under such contracts. An insurance company shall be a Manager with respect to any amounts held under such a contract except to the extent the insurer’s assets are not deemed assets of the Plan and Trust Fund pursuant to Section 401(b)(2) of ERISA. The allocation of amounts held under such a contract among the insurer’s general account and one or more individual or commingled separate accounts shall be determined by the Committee except as otherwise agreed by the Committee and the insurer.

Any Manager shall have all of the powers given to the Trustee pursuant to Section 2.3 with respect to the portion of the Trust Fund committed to its investment discretion and control. The Trustee shall be responsible for the safekeeping of any assets which remain in their custody, but in no event shall the Trustee be under any duty to question or make any inquiry or suggestion regarding the action or inaction of a Manager or an insurer or the advisability of acquiring, retaining, or disposing of any asset of a segregated account. The Employer shall indemnify and hold the Trustee harmless from any and all costs, damages, expenses, and liabilities which the Trustee may incur by reason of any action taken or omitted to be taken by the Trustee upon directions from the Committee, a Manager, or an insurer pursuant to this Section 2.2.

2.3 Trustee Powers. In addition to and not by way of limitation upon the fiduciary powers granted to it by law, the Trustee shall have the following specific powers, subject to the limitations set forth in Section 2.1:

2.3-1 to receive, hold, manage, invest and reinvest the money or other property which constitutes the Trust Fund, without distinction between principal and income;

2.3-2 to hold funds uninvested temporarily, provided it is a period of time that is not unreasonable, without liability for interest thereon, and to deposit funds in one or more savings or similar accounts with any banks and savings and loan associations which are insured by an instrumentality of the federal government, including the Trustee if it is such an institution;

2.3-3 at the direction of the Committee, to invest or reinvest the whole or any portion of the money or other property which constitutes the Trust Fund in such common or preferred stocks, investment trust shares, mutual funds, commingled trust funds, partnership interests, bonds, notes, or other evidences of indebtedness, and real and personal property as the Trustee in their absolute judgment and discretion may deem to be for the best interests of the Trust Fund, regardless of nondiversification to the extent that such nondiversification is clearly prudent, and regardless of whether any such investment or property is authorized by law regarding the investment of trust funds, of a wasting asset nature, temporarily non-income producing, or within or without the United States;

3

2.3-4 to invest in common and preferred stocks, bonds, notes, or other obligations of any corporation or business enterprise in which an Employer or its owners may own an interest;

2.3-5 at the direction of the Committee, to exchange any investment or property, real or personal, for other investments or properties at such time and upon such terms as the Trustee shall deem proper;

2.3-6 at the direction of the Committee, to sell, transfer, convey or otherwise dispose of any investment or property, real or personal, for cash or on credit, in such manner and upon such terms and conditions as the Trustee shall deem advisable, and no person dealing with the Trustee shall be under any duty to inquire as to the validity, expediency, or propriety of any such sale or as to the application of the purchase money paid to the Trustee;

2.3-7 to hold any investment or property in the name of the Trustee, with or without the designation of any fiduciary capacity, or in the name of a nominee, or unregistered, or in such other form that title may pass by delivery; provided, however, that the Trustee’s records always show that such investment or property belongs to the Trust Fund and the Trustee shall not be relieved hereby of its responsibility to maintain safe custody of such investment or property;

2.3-8 to organize one or more corporations to hold, manage, or liquidate any property, including real estate, owned or acquired by the Trust Fund if in the sole discretion of the Trustee the organization of such corporation or corporations is for the best interests of the Trust and the Plan Participants and Beneficiaries;

2.3-9 to extend the time for payment of, to modify, to renew, or to release security from any mortgage, note or other evidence of indebtedness, or to take advantage of or waive any default; to foreclose mortgages and bid on property under foreclosure or to take title to property by conveyance in lieu of foreclosure, either with or without the payment of additional consideration;

2.3-10 to vote in person or by proxy all stocks and other securities having voting privileges; to exercise or refrain from exercising any option or privilege with respect to stocks and other securities, including any right or privilege to subscribe for or otherwise to acquire stocks and other securities; or to sell any such right or privilege; to assent to and join in any plan of refinance, merger, consolidation, reorganization or liquidation of any corporation or other enterprise in which this Trust may have an interest, to deposit stocks and other securities with any committee formed to effectuate the same, to pay any expense incidental thereto, to exchange stocks and other securities for those which may be issued pursuant to any such plan, and to retain as an investment the stocks and other securities received by the Trustee; and to deposit any investment in a voting trust; notwithstanding the preceding, Participants and Beneficiaries shall be entitled to direct the manner in which stock allocated to their respective accounts are to be voted on all matters. All stock which has been allocated to Participants’ Accounts for which the Trustee has received no written direction and all unallocated Employer securities will be voted by the Trustee in direct proportion to any Participant’s directions received and solely in the interest of the Participants and Beneficiaries. Whenever such voting rights are to be exercised, the Employer, the Committee and the Trustee shall see that all Participants and Beneficiaries are

4

provided with adequate opportunity to deliver their instructions to the Trustee regarding voting of stock allocated to their accounts. The instructions of the Participants with respect to the voting of allocated shares hereunder shall be confidential;

2.3-11 to abandon any property, real or personal, which the Trustee shall consider to be worthless or not of sufficient value to warrant its keeping or protecting; to abstain from the payment of taxes, water rents, assessments, repairs, maintenance, and upkeep of any such property; to permit any such property to be lost by tax sale or other proceedings, and to convey any such property for a nominal consideration or without consideration;

2.3-12 to borrow money from the Employer or from others (including the Trustee), and to enter into installment contracts, for the purchase of Stock upon such terms and conditions and at such reasonable rates of interest as the Committee may deem to be advisable, to issue its promissory notes as Trustee to evidence such debt, to secure the payment of such notes by pledging any property of the Trust Fund, and to authorize the holders of any such notes to pledge them to secure obligations of the holders and in connection therewith to repledge any assets of the Trust as security therefor; provided that, with respect to any extension of credit to the Trust involving, as a lender or guarantor, the Employer or other “disqualified person” within the meaning of Section 4975(e)(2) of the Code —

(a) each loan or installment contract is primarily for the benefit of Participants and Beneficiaries of the Plan;

(b) any interest on a loan or installment contract does not exceed a reasonable rate;

(c) the proceeds of any loan shall be used only to acquire Stock, to repay the loan, or to repay a previous loan meeting these conditions, and the subject of any installment contract shall be only the Trust’s purchase of Stock;

(d) any collateral pledged to a creditor by the Trustee shall consist only of qualifying employer securities as that term is defined under Section 4975(e)(8) of the Code and the creditor shall have no recourse against the Trust Fund except with respect to the collateral (although the creditor may have recourse against an Employer as guarantor);

(e) payments with respect to a loan or installment contract shall be made only from those amounts contributed by the Employer to the Trust Fund, from amounts earned on such contributions, and from cash dividends received on unallocated Stock held by the Trust as collateral for such an obligation; and

(f) upon the payment of any portion of balance due on a loan or upon any installment payment, a proportionate part of any qualified employer securities originally pledged as collateral for such indebtedness shall be released from encumbrance in accordance with Section 4.2 of the Plan and the Committee shall at least annually advise the Trustee of the number of shares of Stock so released and the proper allocation of such shares under the terms of the Plan;

2.3-13 to manage and operate any real property which shall at any time constitute an asset of the Trust Fund; to make repairs, alterations, and improvements thereto; to insure such property against loss by fire or other casualty; to lease or grant options for the sale of such property, which lease or option may be for a period of time which may extend beyond the life of

5

this Trust; and to take any other action or enter into any other contract respecting such property which is consistent with the best interests of the Trust;

2.3-14 to pay any and all reasonable and normal expenses incurred in connection with the exercise of any power, right, authority or discretion granted herein, and, upon prior notice to the Company, to employ and compensate agents, investment counsel, custodians, actuaries, attorneys, and accountants in such connection;

2.3-15 to employ and consult with any legal counsel, who also may be counsel to an Employer or the Administrator, with respect to the meaning or construction of this Trust Agreement, the extent of the Trustee’s obligations and duties hereunder, and whether the Trustee should take or decline to take a particular action hereunder, and the Trustee shall be fully protected with respect to any action taken or omitted by such Trustee in good faith pursuant to such advice;

2.3-16 to defend any action or proceeding instituted against the Trust Fund, to institute any action on behalf of the Trust Fund, and to compromise or submit to arbitration any dispute concerning the Trust Fund;

2.3-17 to make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;

2.3-18 to commingle the Trust Fund created pursuant hereto, in whole or in part, in a single trust with all or any portion of any other trust fund, assigning an undivided interest to each such commingled trust fund, provided that such commingled trust is itself exempt from taxation pursuant to Section 501(a) of the Code, or its successor Section; and provided further that the trust agreement governing such commingled trust shall be deemed incorporated by reference in the Plan;

2.3-19 where two or more trusts governed by this Trust Agreement have an undivided interest in any property, to credit the income from such property to such trusts in proportion to their undivided interests, and when non pro rata distributions of property or money are made from such trusts, to make appropriate adjustments to the undivided fractional interests of such trusts;

2.3-20 to invest all or any portion of the Trust Fund in one or more group annuity contracts, deposit administration contracts, and other such contracts with insurance companies, including any commingled separate accounts established under such contracts;

2.3-21 generally, with respect to all cash, stocks and other securities, and property, both real and personal, received or held in the Trust Fund by the Trustee, to exercise all the same rights and powers as are or may be lawfully exercised by persons owning cash, or stocks and other securities, or such property in their own right; and to do all other acts, whether or not expressly authorized, which it may deem necessary or proper for the protection of the Trust Fund; and

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2.3-22 whenever more than two persons shall qualify to act as co-Trustee, to exercise and perform every power (including discretionary powers), authority or duty by the concurrence of a majority of them the same effect as if all had joined therein, except that the unanimous vote of such persons shall be necessary to determine the number (one or more) and identity of persons who may sign checks, make withdrawals from financial institutions, have access to safe deposit boxes, or direct the sale of trust assets and the disposition of the proceeds.

2.4 Brokerage. If permitted in writing by the Committee the Trustee shall have the power and authority, to be exercised in their sole discretion at any time and from time to time, to issue and place orders for the purchase or sale of securities with qualified brokers and dealers. Such orders may be placed with such qualified brokers and/or dealers who also provide investment information or other research or statistical services to the Trustee in its capacity as a fiduciary or investment manager for other clients.

Section 3. Compensation and Indemnification of Trustee and Payment of Expenses and Taxes.

3.1 Fees and Expenses from Fund. In consideration for rendering services pursuant to this Trust Agreement, the Trustee shall be paid fees in accordance with the Trustee’s fee schedule as in effect from time to time. Fee changes resulting in fee increases shall be effective upon not less than 30 days’ notice to the Company. In addition, the Trustee shall be reimbursed for any reasonable expenses, including reasonable attorneys’ fees, incurred in the administration of the Trust created hereby. Fees and expenses shall be allocated to Participants’ Accounts, if any, unless paid directly by the Employer. All compensation and expenses of the Trustee shall be paid out of the Trust Fund or by the Employer as specified in the Plan. If and to the extent the Trust Fund shall not be sufficient, such compensation and expenses shall be paid by the Employer upon demand. If payment is due but not paid by the Employer, such amount shall be paid from the assets of the Trust Fund. The Trustee is hereby empowered to withdraw all such compensation and expenses which are 60 days past due from the Trust Fund, and, in furtherance thereof, liquidate any assets of the Trust Fund, without further authorization or direction from or by any person. Notwithstanding the foregoing, in the event any officer or director of Northeast Community Bank serves as trustee of the Plan, no compensation shall be paid to the officer or director in exchange for his or her services as trustee.

3.2 Indemnification. Notwithstanding any other provision of this Trust Agreement, any individual designated as a trustee hereunder shall be indemnified and held harmless by the Employer to the fullest extent permitted by law against any and all costs, damages, expenses and liabilities including, but not limited to attorneys’ fees and disbursements reasonably incurred by or imposed upon such individual in connection with any claim made against him or in which he may be involved by reason of his being, or having been, a trustee hereunder, to the extent such amounts are not satisfied by insurance maintained by the Employer, except liability which is adjudicated to have resulted from the gross negligence or willful misconduct of the Trustee by reason of any action so taken. Further, any corporate trustee and its officers, directors and agents may be indemnified and held harmless by the Employer to the fullest extent permitted by law against any and all costs, damages, expenses and liabilities including, but not limited to,

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attorneys’ fees and disbursements reasonably incurred by or imposed upon such persons and/or corporation in connection with any claim made against it or them or in which such persons and/or corporation may be involved by reason of its being, or having been, a trustee hereunder as may be agreed between the Employer and such trustee, except liability which is adjudicated to have resulted from the gross negligence or willful misconduct of the Trustee by reason of any action so taken.

3.3 Expenses. All expenses of administering the Trust and the Plan, whether incurred by the Trustee or the Committee, shall be paid by the Trustee from the Trust Fund to the extent such expenses shall not have been assumed by the Employer.

3.4 Taxes. All taxes that may be levied or assessed upon or in respect of the Trust Fund shall be paid from the Trust Fund. The Trustee shall notify the Committee of any proposed or final assessments of taxes and may assume that any such taxes are lawfully levied or assessed unless the Committee advises it in writing to the contrary within fifteen days after receiving the above notice from the Trustee. In such case, the Trustee, if requested by the Committee in writing, shall contest the validity of such taxes in any manner deemed appropriate by the Committee; the Employer may itself contest the validity of any such taxes, in which case the Committee shall so notify the Trustee and the Trustee shall have no responsibility or liability respecting such contest. If either party to this Agreement contests any such proposed levy or assessments, the other party shall provide such information and cooperation as the party conducting the contest shall reasonably request.

Section 4. Records and Valuation.

4.1 Records. The Trustee, and any investment manager appointed pursuant to Section 2.2, shall maintain accurate and detailed records and accounts of all investments, receipts, disbursements and other transactions made by it with respect to the Trust Fund, and all accounts, books and records relating thereto shall be open at all reasonable time to inspection and audit by the Committee and the Employer.

4.2 Valuation. From time to time upon the request of the Committee, but at least annually as of the last day of each Plan Year, the Trustee shall prepare a balance sheet of the Investment Fund in accordance with the Plan and shall deliver copies of the balance sheet to the Committee and the Employer.

4.3 Discharge of Trustee. Ninety (90) days after the filing of any balance sheet under Section 4.2 or any accounting under Section 6, the Trustee shall be forever released and discharged from any liability or accountability other than for gross negligence or wilful misconduct on the part of the Trustee to anyone with respect to the transactions shown or reflected in such balance sheet or accounting, except with respect to any acts or transactions as to which the Committee, within such 90-day period, files written objections with the Trustee. The written approval of the Committee of any balance sheet or accounting so filed by the Trustee, or the Committee’s failure to file written objections within 90 days, shall be a settlement of such balance sheet or accounting as against all persons, and shall forever release and discharge the Trustee from any liability of accountability to anyone with respect to the transactions shown or

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reflected in such balance sheet or accounting other than liability arising out of the Trustee’s gross negligence or wilful misconduct. If a statement of objections is filed by the Committee and the Committee is satisfied that its objections should be withdrawn or if the balance sheet or accounting is adjusted to its satisfaction, the Committee shall indicate its approval of the balance sheet or accounting in a written statement filed with the Trustee and the Trustee shall be forever released and discharged from any liability of accountability to anyone in accordance with the immediately preceding sentence. If an objection is not settled by the Committee and the Trustee, the Trustee may start a proceeding for a judicial settlement of the balance sheet or accounting in any court of competent jurisdictions; the only parties that need be joined in such a proceeding are the Trustee, the Committee, the Employer and any other parties whose participation is required by law.

4.4 Right to Judicial Settlement. Nothing in this Agreement shall prevent the Trustee from having its account settled by a court of competent jurisdiction at any time. The only parties that need be joined in any such proceeding are the Employer, the Committee, the Trustee and any other parties whose participation is required by law.

Section 5. Instructions from Committee.

5.1 Certification of Members of the Committee. From time to time the Company shall certify to the Trustee in writing the names of the individuals comprising the Committee and shall furnish to the Trustee specimens of their signatures and the signatures of their agents, if any. The Trustee shall be entitled to presume that the identities of such individuals and their agents are unchanged until it receives a certification from the Company notifying it of any changes.

5.2 Instructions to Trustee.

(a) The Trustee shall pay benefits and administrative expenses under the Plan only when it receives (and in accordance with) written instructions of the Committee indicating the amount of the payment and the name and address of the recipient in accordance with the terms of the Plan. The Trustee need not inquire into whether any payment the Committee instructs the Trustee to make is consistent with the terms of the Plan or applicable law or otherwise proper. Any payment made by the Trustee in accordance with such instructions shall be a complete discharge and acquaintance to the Trustee. If the Committee advises the Trustee that benefits have become payable with respect to a Participant’s interest in the Trust Fund but does not instruct the Trustee as to the manner of payment, the Trustee shall hold the Participant’s interest in the Trust until the Trustee receives written instructions from the Committee as to the manner of payment. The Trustee shall not pay benefits from the Trust Fund without such instructions, even though it may be informed from other sources, including, without limitation, a Participant or Beneficiary, that benefits are payable under the Plan. The Trustee shall have no responsibility to determine when, to whom or in what amount benefits and expenses are payable under the Plan. Further, the Trustee shall have no power, authority or duty to interpret the Plan or inquire into the decisions or determinations of the Committee, or to question the instructions given to it by the Committee. If the Committee so directs, the Trustee shall segregate amounts payable with

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respect to the interest in the Plan of any Participant and administer them separately from the rest of the Trust Fund in accordance with the Committee’s instructions.

(b) The Trustee may require the Committee to certify in writing that any payment of benefits or expenses it instructs the Trustee to make pursuant to Section 5.2(a) above is: (i) in accordance with the terms of the Plan and/or (ii) one which the Committee is authorized by the Plan and any other applicable instruments to direct and/or (iii) made for the exclusive purpose of providing benefits to Participants and Beneficiaries, or defraying reasonable expenses of Plan administration and/or (iv) not made to a party in interest (within the meaning of ERISA Section 3(14)), and/or (v) not a prohibited transaction (within the meaning of Code Section 4975 and ERISA Section 406). If the Trustee requests, instructions to pay benefits shall be made by the Committee on forms prepared by the Trustee to include any or all of the above representations. The Trustee shall be fully protected in relying on the truth of any such representation by the Committee and shall have no duty to investigate whether such representations are correct or to see to the application of any amounts paid to and received by the recipient.

5.3 Plan Change. In the event of an amendment, merger, division, or termination of the Plan, the Trustee shall continue to disburse funds and to take other proper actions in accordance with the instructions of the Committee.

Section 6. Change of Trustee.

The Company may at any time remove any person or entity serving as a Trustee hereunder by giving to such person or entity written notice of removal and, if applicable, the name and address of the successor trustee. Any person or entity serving as a Trustee hereunder may resign at any time by giving written notice to the Company. Any such removal or resignation shall take effect within 30 days after notice has been given by the Trustee or by the Company, as the case may be. Within those 30 days, the removed or resigned Trustee shall transfer, pay over and deliver any portion of the Trust Fund in its possession or control (less an appropriate reserve for any unpaid fees, expenses, and liabilities) and all pertinent records to the successor or remaining trustee; provided, however, that any assets which are invested in a collective fund or in some other manner which prevents their immediate transfer shall be transferred and delivered to the successor trustee as soon as may be practicable. Thereafter, the removed or resigned Trustee shall have no liability for the Trust Fund or for its administration by the successor or remaining trustee, but shall render an accounting to the Committee of its administration of the Trust Fund through the date on which its Trusteeship shall have been terminated. The Company may also, upon 30 days’ notice to each person currently serving as a trustee, appoint one or more persons to serve as co-Trustee hereunder.

Section 7. Miscellaneous.

7.1 Right to Amend. This Trust Agreement may be amended from time to time by an instrument executed by the Company; provided, however, that any amendment affecting the powers, duties or liabilities of the Trustee must be approved by the Trustee, and provided, further, that no amendment may divert any portion of the Trust Fund to purposes other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all

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liabilities for benefits. Any amendment shall apply to the Trust Fund as constituted at the time of the amendment as well as to that portion of the Trust Fund which is subsequently acquired.

7.2 Compliance with ERISA. In the exercise of its powers and the performance of its duties, the Trustee shall act in good faith and in accordance with the applicable requirements under ERISA. Except as may be otherwise required by ERISA, the Trustee shall not be required to furnish any bond in any jurisdiction for the performance of their duties and, if a bond is required despite this provision, no surety shall be required on it.

7.3 Nonresponsibility for Funding. The Trustee shall be under no duty to enforce the payment of any contributions and shall not be responsible for the adequacy of the Trust Fund to satisfy any obligations for benefits, expenses, and liabilities under the Plan.

7.4 Reports. The Trustees shall file any report which they are required by law to file with any governmental authority with respect to this Trust, and the Committee shall furnish to the Trustee whatever information is necessary to prepare the report.

7.5 Dealings with the Trustee. Persons dealing with the Trustee, including, but not limited to, banks, brokers, dealers, and insurers, shall be under no obligation to inquire concerning the validity of anything which the Trustee purports to do, nor need any person see to the proper application of any money paid or any property transferred upon the order of the Trustee or to inquire into the Trustee’s authority as to any transaction.

7.6 Limitation Upon Responsibilities. The Trustee shall have no responsibilities with respect to the Plan or Trust other than those specifically enumerated or explicitly allocated to it under this Trust Agreement or the provisions of ERISA. All other responsibilities are retained and shall be performed by one or more of the Employer, the Committee, and such advisors or agents as they choose to engage.

The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if chosen with reasonable care and shall be entitled to advice of counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney for the Trustee or attorney for the Committee), approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.

The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons, and the Trustee shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

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The Trustee shall not be liable for other than their gross negligence or willful misconduct. Except in the case of gross negligence or wilful misconduct on the part of the Trustee, the Trustee in its corporate capacity shall not be liable for claims of any persons in any manner regarding the Plan; such claims shall be limited to the Trust Fund. Unless the Trustee participates knowingly in, or knowingly undertakes to conceal, an act or omission of the Committee or any other fiduciary, knowing such act or omission to be a breach of fiduciary responsibility, the Trustee shall be under no liability for any loss of any kind which may result by reason of such act or omission.

Before taking any action hereunder at the request or direction of the Committee, the Trustee may require that indemnity in form and amount satisfactory to the Trustee be furnished for the reimbursement of any and all costs and expenses to which they may be put including, without limitation, reasonable attorneys’ fees and to protect them against all liability, except liability which is adjudicated to have resulted from the gross negligence or willful misconduct of the Trustee by reason of any action so taken.

No provision of this Trust Agreement shall require the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them.

7.7 Qualification of the Plan and Trust. The Trustee shall be fully protected in assuming that the Plan and Trust meet the requirements of Code Sections 401 and 501, respectively, and all the applicable provisions of ERISA, unless they are advised to the contrary in writing by the Committee or a governmental agency.

7.8 Party in Interest Information. The Employer shall provide the Trustee with such information concerning the relationship between any person or organization and the Plan as the Trustee reasonably requests in order to determine whether such person or organization is a party in interest with respect to the Plan within the meaning of ERISA Section 3(14).

7.9 Disputes. If a dispute arises as to the payment of any funds or delivery of any assets by the Trustee, the Trustee may withhold such payment or delivery until the dispute is determined by a court of competent jurisdiction or finally settled in writing by the parties concerned.

7.10 Successor Trustee. This Trust Agreement shall apply to any person who shall be appointed to succeed the person currently appointed as the Trustee; and any reference herein to the Trustee shall be deemed to include any one or more individuals or corporations or any combination thereof who or which have at any time acted as a co-trustee or as the sole trustee.

7.11 Governing State Law. This Trust Agreement shall be interpreted in accordance with the laws of the State of New York to the extent those laws may be applicable under the provisions of ERISA.

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IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement as of the day and year first above written.

ATTEST:	NORTHEAST COMMUNITY BANK
	By:
		For the Entire Board of Directors
ATTEST:	[TRUSTEE]     as TRUSTEE

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EX-10.2

Exhibit 10.2

FORM OF

ESOP LOAN AGREEMENT

THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of the              day of                     , 2006, by and between the NORTHEAST COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the United Community Bank Employee Stock Ownership Plan (“ESOP”); and NORTHEAST COMMUNITY BANCORP, INC. (“Lender”), a corporation organized and existing under the laws of the United States of America.

W I T N E S S E T H

WHEREAS, the Borrower is authorized to purchase shares of common stock of Northeast Community Bancorp, Inc. (“Common Stock”), either directly from Northeast Community Bancorp, Inc. or in open market purchases in an amount not to exceed                                      (            ) shares of Common Stock.

WHEREAS, the Borrower is authorized to borrow funds from the Lender for the purpose of financing authorized purchases of Common Stock; and

WHEREAS, the Lender is willing to make a loan to the Borrower for such purpose.

NOW, THEREFORE, the parties agree hereto as follows:

ARTICLE I

DEFINITIONS

The following definitions shall apply for purposes of this Loan Agreement, except to the extent that a different meaning is plainly indicated by the context:

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required to close under federal or local law or regulation.

“Code” means the Internal Revenue Code of 1986, as amended (including the corresponding provisions of any succeeding law).

“Default” means an event or condition which would constitute an Event of Default. The determination as to whether an event or condition would constitute an Event of Default shall be determined without regard to any applicable requirements of notice or lapse of time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended (including the corresponding provisions of any succeeding law).

“Event of Default” means an event or condition described in Article 5.

“Loan” means the loan described in section 2.1.

“Loan Documents” means, collectively, the Loan Agreement, the Promissory Note and the Pledge Agreement and all other documents now or hereafter executed and delivered in connection with such documents, including all amendments, modifications and supplements of or to all such documents.

“Pledge Agreement” means the agreement described in section 2.8(a).

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“Principal Amount” means the face amount of the Promissory Note, determined as set forth in section 2.1(c).

“Promissory Note” means the promissory note described in section 2.3.

“Register” means the register described in section 2.9.

ARTICLE II

THE LOAN; PRINCIPAL AMOUNT;

INTEREST; SECURITY; INDEMNIFICATION

Section 2.1 The Loan; Principal Amount.

(a) The Lender hereby agrees to lend to the Borrower such amount, and at such time, as shall be determined under this Section 2.1; provided, however, that in no event shall the aggregate amount lent under this Loan Agreement from time to time exceed the greater of (i) $                     or (ii) the aggregate amount paid by the Borrower to purchase up to                  shares of Common Stock.

(b) Subject to the limitations of Section 2.1(a), the Borrower shall determine the amounts borrowed under this Agreement, and the time at which such borrowings are effected. Each such determination shall be evidenced in a writing which shall set forth the amount to be borrowed and the date on which the Lender shall disburse such amount, and such writing shall be furnished to the Lender by notice from the Borrower. The Lender shall disburse to the Borrower the amount specified in each such notice on the date specified therein or, if later, as promptly as practicable following the Lender’s receipt of such notice; provided, however, that the Lender shall have no obligation to disburse funds pursuant to this Agreement following the occurrence of a Default or an Event of Default until such time as such Default or Event of Default shall have been cured.

(c) For all purposes of this Loan Agreement, the Principal Amount on any date shall be equal to the excess, if any, of:

(i) the aggregate amount disbursed by the Lender pursuant to Section 2.1(b) on or before such date; over

(ii) the aggregate amount of any repayments of such amounts made before such date.

The Lender shall maintain on the Register a record of, and shall record in the Promissory Note, the Principal Amount, any changes in the Principal Amount and the effective date of any changes in the Principal Amount.

Section 2.2 Interest.

(a) The Borrower shall pay to the Lender interest on the Principal Amount, for the period commencing with the first disbursement of funds under this Loan Agreement and continuing until the Principal Amount shall be paid in full, at the rate of                      percent (      %) per annum. Interest payable under this Agreement shall be computed on the basis of a year of 365 days and actual days elapsed (including the first day but excluding the last) occurring during the period to which the computation relates.

(b) Accrued interest on the Principal Amount shall be payable by the Borrower on the dates set forth in Schedule I to the Promissory Note. All interest on the Principal Amount shall be paid by the Borrower in immediately available funds.

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(c) Anything in the Loan Agreement or the Promissory Note to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the Lender to the extent that the Lender’s receipt thereof would not be permissible under the law or laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender. Any such payment referred to in the preceding sentence shall be made by the Borrower to the Lender on the earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender. Such deferred interest shall not bear interest.

Section 2.3 Promissory Note.

The Loan shall be evidenced by the Promissory Note of the Borrower attached hereto as an exhibit payable to the order of the lender in the Principal Amount and otherwise duly completed.

Section 2.4 Payment of Trust Loan.

The Principal Amount of the Loan shall be repaid in accordance with Schedule I to the Promissory Note on the dates specified therein until fully paid.

Section 2.5 Prepayment.

The Borrower shall be entitled to prepay the Loan in whole or in part, at any time and from time to time; provided, however, that the Borrower shall give notice to the Lender of any such prepayment; and provided, further, that any partial prepayment of the Loan shall be in an amount not less than $1,000. Any such prepayment shall be: (a) permanent and irrevocable; (b) accompanied by all accrued interest through the date of such prepayment; (c) made without premium or penalty; and (d) applied on the inverse order of the maturity of the installment thereof unless the Lender and the Borrower agree to apply such prepayments in some other order.

Section 2.6 Method of Payments.

(a) All payments of principal, interest, other charges (including indemnities) and other amounts payable by the Borrower hereunder shall be made in lawful money of the United States, in immediately available funds, to the Lender at the address specified in or pursuant to this Loan Agreement for notices to the Lender, on the date on which such payment shall become due. Any such payment made on such date but after such time shall, if the amount paid bears interest, and except as expressly provided to the contrary herein, be deemed to have been made on, and interest shall continue to accrue and be payable thereon until, the next succeeding Business Day. If any payment of principal or interest becomes due on a day other than a Business Day, such payment may be made on the next succeeding Business Day, and when paid, such payment shall include interest to the day on which payment is in fact made.

(b) Notwithstanding anything to the contrary contained in this Loan Agreement or the Promissory Note, the Borrower shall not be obligated to make any payment, repayment or pre-payment on the Promissory Note if doing so would cause the ESOP to cease to be an employee stock ownership plan within the meaning of section 4975(e)(7) of the Code or qualified under section 401(a) of the Code or cause the Borrower to cease to be a tax exempt trust under section 501(a) of the Code or if such act or failure to act would cause the Borrower to engage in any “prohibited transaction” as such term is defined in the section 4975(c) of the Code and the regulations promulgated thereunder which is not exempted by section 4975(c)(2) or (d) of the Code and the regulations promulgated thereunder or in section 406 of ERISA and the regulations promulgated thereunder which is not exempted by section 408(b) of ERISA and the regulations promulgated thereunder; provided, however, that in each case, the Borrower, may act or refrain from acting pursuant to this section 2.6(b) on the basis of an opinion of counsel. The Borrower may consult with counsel, and any opinion of such counsel shall be full and complete authorization and

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protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel. Nothing contained in this section 2.6(b) shall be construed as imposing a duty on the Borrower to consult with counsel. Any obligation of the Borrower to make any payment, repayment or prepayment on the Promissory Note or refrain from taking any other act hereunder or under the Promissory Note which is excused pursuant to this section 2.6(b) shall be considered a binding obligation of the Borrower, or both, as the case may be, for the purposes of determining whether a Default or Event of Default has occurred hereunder or under the Promissory Note and nothing in this section 2.6(b) shall be construed as providing a defense to any remedies otherwise available upon a Default or an Event of Default hereunder (other than the remedy of specific performance).

Section 2.7 Use of Proceeds of Loan.

The entire proceeds of the Loan shall be used solely for acquiring shares of Common Stock, and for no other purpose whatsoever.

Section 2.8 Security.

(a) In order to secure the due payment and performance by the Borrower of all of its obligations under this Loan Agreement, simultaneously with the execution and delivery of this Loan Agreement by the Borrower, the Borrower shall:

(i) pledge to the Lender as Collateral (as defined in the Pledge Agreement), and grant to the Lender a first priority lien on and security interest in, the Common Stock purchased with the Principal Amount, by the execution and delivery to the lender of the Pledge Agreement attached hereto as an exhibit; and

(ii) execute and deliver, or cause to be executed and delivered, such other agreement, instruments and documents as the Lender may reasonably require in order to effect the purposes of the Pledge Agreement and this Loan Agreement.

(b) The Lender shall release from encumbrance under the Pledge Agreement and transfer to the Borrower, as of the date on which any payment or repayment of the Principal Amount is made, a number of shares of Common Stock held as Collateral determined pursuant to the applicable provisions of the ESOP.

Section 2.9 Registration of the Promissory Note.

(a) The Lender shall maintain a Register providing for the registration of the Principal Amount and any stated interest and of transfer and exchange of the Promissory Note. Transfer of the Promissory Note may be effected only by the surrender of the old instrument and either the reissuance by the Borrower of the old instrument to the new holder or the issuance by the Borrower of a new instrument to the new holder. The old Promissory Note so surrendered shall be canceled by the Lender and returned to the Borrower after such cancellation.

(b) Any new Promissory Note issued pursuant to section 2.9(a) shall carry the same rights to interest (unpaid and to accrue) carried by the Promissory Note so transferred or exchanged so that there will not be any loss or gain of interest on the note surrender. Such new Promissory Note shall be subject to all of the provisions and entitled to all of the benefits of this Agreement. Prior to due presentment for registration or transfer, the Borrower may deem and treat the registered holder of any Promissory Note as the holder thereof for purposes of payment and other purposes. A notation shall be made on each new Promissory Note of the amount of all payments of principal and interest theretofore paid.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The Borrower hereby represents and warrants to the Lender as follows:

Section 3.1 Power, Authority, Consents.

The Borrower has the power to execute, deliver and perform this Loan Agreement, the Promissory Note and Pledge Agreement, all of which have been duly authorized by all necessary and proper corporate or other action.

Section 3.2 Due Execution, Validity, Enforceability.

Each of the Loan Documents, including, without limitation, this Loan Agreement, the Promissory Note and the Pledge Agreement, has been duly executed and delivered by the Borrower; and each constitutes the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms.

Section 3.3 Properties, Priority of Liens.

The liens which have been created and granted by the Pledge Agreement constitute valid, first liens on the properties and assets covered by the Pledge Agreement, subject to no prior or equal lien.

Section 3.4 No Defaults, Compliance with Laws.

The Borrower is not in default in any material respect under any agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment to which it is a party or by which it is bound, or any other agreement or other instrument by which any of the properties or assets owned by it is materially affected.

Section 3.5 Purchase of Common Stock.

Upon consummation of any purchase of Common Stock by the Borrower with the proceeds of the Loan, the Borrower shall acquire valid, legal and marketable title to all of the Common Stock so purchased, free and clear of any liens, other than a pledge to the Lender of the Common Stock so purchased pursuant to the Pledge Agreement. Neither the execution and delivery of the Loan Documents nor the performance of any obligation thereunder violates any provisions of law or conflicts with or results in a breach of or creates (with or without the giving of notice of lapse of time, or both) a default under any agreement to which the Borrower is a party or by which it is bound or any of its properties is affected. No consent of any federal, state, or local governmental authority, agency, or other regulatory body, the absence of which could have a materially adverse effect on the Borrower or the Trustee, is or was required to be obtained in connection with the execution, delivery, or performance of the Loan Documents and the transaction contemplated therein or in connection therewith, including without limitation, with respect to the transfer of the shares of Common Stock purchased with the proceeds of the Loan pursuant thereto.

Section 3.6 ESOP; Contributions.

As of the effective date of the ESOP sponsor’s mutual holding company reorganization, the ESOP and the Borrower will be duly created, organized and maintained by the ESOP sponsor in compliance with all applicable laws, regulations and rulings. The ESOP will qualify as an “employee stock ownership plan” as defined in section 4975(e)(7) of the Code. The ESOP provides that the ESOP sponsor may make contributions to the ESOP in an amount necessary to enable the Trustee to amortize the Loan in accordance with the terms of the Promissory Note; provided, however, that no such

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contributions shall be required if they would adversely affect the qualification of the ESOP under section 401(a) of the Code.

Section 3.7 Trustee.

The trustee of the ESOP has been duly appointed by the ESOP sponsor.

Section 3.8 Compliance with Laws; Actions.

Neither the execution and delivery by the Borrower of this Loan Agreement or any instruments required thereby, nor compliance with the terms and provisions of any such documents by the lender, constitutes a violation of any provision of any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality, or an event of default under any agreement, to which the Borrower is a party, to which the Borrower is bound or to which the Borrower is subject, which violation or event of default would have a material adverse effect on the Borrower. There is no action or proceeding pending or threatened against either the ESOP or the Borrower before any court or administrative agency.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE LENDER

The Lender hereby represents and warrants to the Borrower as follows:

Section 4.1 Power, Authority, Consents.

The Lender has the power to execute, deliver and perform this Loan Agreement, the Pledge Agreement and all documents executed by the Lender in connection with the Loan, all of which have been duly authorized by all necessary and proper corporate or other action. No consent, authorization or approval or other action by any governmental authority or regulatory body, and no notice by the Lender to, or filing by the Lender with, any governmental authority or regulatory body is required for the due execution, delivery and performance of this Loan Agreement.

Section 4.2 Due Execution, Validity, Enforceability.

This Loan Agreement and the Pledge Agreement have been duly executed and delivered by the Lender, and each constitutes a valid and legally binding obligation of the Lender, enforceable in accordance with its terms.

ARTICLE V

EVENTS OF DEFAULT

Section 5.1 Events of Default under Loan Agreement.

Each of the following events shall constitute an “Event of Default” hereunder:

(a) Failure to make any payment or mandatory prepayment of principal of the Promissory Note when due, or failure to make any payment of interest on the Promissory Note not later than five (5) Business Days after the date when due.

(b) Failure by the Borrower to perform or observe any term, condition or covenant of this Loan Agreement or of any of the other Loan Documents, including, without limitation, the Promissory Note and the Pledge Agreement.

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(c) Any representation or warranty made in writing to the Lender in any of the Loan Documents, or any certificate, statement or report made or delivered in compliance with this Loan Agreement, shall have been false or misleading in any material respect when made or delivered.

Section 5.2 Lender’s Rights upon Event of Default.

If an Event of Default under this Loan Agreement shall occur and be continuing, the Lender shall have no rights to assets of the Borrower other than: (a) contributions (other than contributions of Common Stock) that are made by the ESOP sponsor to enable the Borrower to meet its obligations pursuant to this Loan Agreement and earnings attributable to the investment of such contributions and (b) “Eligible Collateral” (as defined in the Pledge Agreement); provided, however, that: (i) the value of the Borrower’s assets transferred to the Lender following an Event of Default in satisfaction of the due and unpaid amount of the Loan shall not exceed the amount in default (without regard to amounts owing solely as a result of any acceleration of the Loan); (ii) the Borrower’s assets shall be transferred to the Lender following an Event of Default only to the extent of the failure of the Borrower to meet the payment schedule of the Loan; and (iii) all rights of the Lender to the Common Stock purchased with the proceeds of the Loan covered by the Pledge Agreement following an Event of Default shall be governed by the terms of the Pledge Agreement.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1 Payments Due to the Lender.

If any amount is payable by the Borrower to the Lender pursuant to any indemnity obligation contained herein, then the Borrower shall pay, at the time or times provided therefor, any such amount and shall indemnify the Lender against and hold it harmless from any loss or damage resulting from or arising out of the nonpayment or delay in payment of any such amount. If any amounts as to which the Borrower has so indemnified the Lender hereunder shall be assessed or levied against the Lender, the Lender may notify the Borrower and make immediate payment thereof, together with interest or penalties in connection therewith, and shall thereupon be entitled to and shall receive immediate reimbursement therefor from the Borrower, together with interest on each such amount as provided for in section 2.2(c). Notwithstanding any other provision contained in this Loan Agreement, the covenants and agreements of the Borrower contained in this section 6.1 shall survive: (a) payment of the Promissory Note and (b) termination of this Loan Agreement.

Section 6.2 Payments.

All payments hereunder and under the Promissory Note shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Loan Agreement and the Promissory Note, subject to any applicable tax withholding requirements. Upon payment in full of the Promissory Note, the Lender shall mark such Promissory Note “Paid” and return it to the Borrower.

Section 6.3 Survival.

All agreements, representations and warranties made herein shall survive the delivery of this Loan Agreement and the Promissory Note.

Section 6.4 Modifications, Consents and Waivers; Entire Agreement.

No modification, amendment or waiver of or with respect to any provision of this Loan Agreement, the Promissory Note, the Pledge Agreement, or any of the other Loan Documents, nor consent to any departure from any of the terms or conditions thereof, shall in any event be effective unless

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it shall be in writing and signed by the party against whom enforcement thereof is sought. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on a party in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. This Loan Agreement embodies the entire agreement and understanding between the Lender and the Borrower and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 6.5 Remedies Cumulative.

Each and every right granted to the Lender hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of the Lender or the holder of the Promissory Note to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or future exercise thereof or the exercise of any other right. The due payment and performance of the obligations under the Loan Documents shall be without regard to any counterclaim, right of offset or any other claim whatsoever which the Borrower may have against the Lender and without regard to any other obligation of any nature whatsoever which the Lender may have to the Borrower, and no such counterclaim or offset shall be asserted by the Borrower in any action, suit or proceeding instituted by the Lender for payment or performance of such obligations.

Section 6.6 Further Assurances; Compliance with Covenants.

At any time and from time to time, upon the request of the Lender, the Borrower shall execute, deliver and acknowledge or cause to be executed, delivered and acknowledged, such further documents and instruments and do such other acts and things as the Lender may reasonably request in order to fully effect the terms of this Loan Agreement, the Promissory Note, the Pledge Agreement, the other Loan Documents and any other agreements, instruments and documents delivered pursuant hereto or in connection with the Loan.

Section 6.7 Notices.

Except as otherwise specifically provided for herein, all notices, requests, reports and other communications pursuant to this Loan Agreement shall be in writing, either by letter (delivered by hand or commercial messenger service or sent by registered or certified mail, return receipt requested, except for routine reports delivered in compliance with Article VI hereof which may be sent by ordinary first-class mail) or telex or telecopier addressed as follows:

(a) If to the Borrower:

Northeast Community Bank Employee Stock Ownership Plan and Trust

c/o [Trustee Address]

(b) If to the Lender:

Northeast Community Bancorp, Inc.

325 Hamilton Avenue

White Plains, NY 10601

Any notice, request or communication hereunder shall be deemed to have been given on the day on which it is delivered by hand or by commercial messenger service, or sent by telex or telecopier, to such party at its address specified above, or, if sent by mail, on the third Business Day after the day deposited in the mail, postage prepaid, addressed as aforesaid. Any party may change the person or address to whom or which notices are to be given hereunder, by notice duly given hereunder; provided, however, that any

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such notice shall be deemed to have been given only when actually received by the party to whom it is addressed.

Section 6.8 Counterparts.

This Loan Agreement may be signed in any number of counterparts which, when taken together, shall constitute one and the same document.

Section 6.9 Construction; Governing Law.

The headings used in the table of contents and in this Loan Agreement are for convenience only and shall not be deemed to constitute a part hereof. All uses herein of any gender or of singular or plural terms shall be deemed to include uses of the other genders or plural or singular terms, as the context may require. All references in this Loan Agreement of an Article or section shall be to an Article or section of this Loan Agreement, unless otherwise specified. This Loan Agreement, the Promissory Note, the Pledge Agreement and the other Loan Documents shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

Section 6.10 Severability.

Wherever possible, each provision of this Loan Agreement shall be interpreted in such manner as to be effective and valid under applicable law; however, the provisions of this Loan Agreement are severable, and if any clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provisions in this Loan Agreement in any jurisdiction. Each of the covenants, agreements and conditions contained in this Loan Agreement are independent, and compliance by a party with any of them shall not excuse non-compliance by such party with any other. The Borrower shall not take any action the effect of which shall constitute a breach or violation of any provision of this Loan Agreement.

Section 6.11 Binding Effect: No Assignment or Delegation.

This Loan Agreement shall be binding upon and inure to the benefit of the Borrower and its successors and the Lender and its successors and assigns. The rights and obligations of the Borrower under this Agreement shall not be assigned or delegated without the prior written consent of the Lender, and any purported assignment or delegation without such consent shall be void.

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IN WITNESS WHEREOF, the parties have caused this Loan Agreement to be executed as of the date first written above.

NORTHEAST COMMUNITY BANK
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
Authorized Trust Officer
NORTHEAST COMMUNITY BANCORP, INC.
By:
	Kenneth A. Martinek

10

FORM OF

ESOP PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (“Pledge Agreement”) is made as of the              day of                     , 2006, by and between the NORTHEAST COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Pledgor”), and NORTHEAST COMMUNITY BANCORP , INC. (“Pledgee”).

W I T N E S S E T H

WHEREAS, this Pledge Agreement is being executed and delivered to the Pledgee pursuant to the terms of a Loan Agreement (“Loan Agreement”), by and between the Pledgor and the Pledgee;

NOW, THEREFORE, in consideration of the mutual agreements contained herein and in the Loan Agreement, the parties hereto do hereby covenant and agree as follows:

Section 1. Definitions. The following definitions shall apply for purposes of this Pledge Agreement, except to the extent that a different meaning is plainly indicated by the context; all capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Loan Agreement:

“Collateral” shall mean the Pledged Shares and, subject to section 5 hereof, and to the extent permitted by applicable law, all rights with respect thereto, and all proceeds of such Pledged Shares and rights.

“ESOP” shall mean the Northeast Community Bank Employee Stock Ownership Plan.

“Event of Default” shall mean an event so defined in the Loan Agreement.

“Liabilities” shall mean all the obligations of the Pledgor to the Pledgee, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under the Loan Agreement and the Promissory Note.

“Pledged Shares” shall mean all the Shares of Common Stock of the Pledgee purchased by the Pledgor with the proceeds of the loan made by the Pledgee to the Pledgor pursuant to the Loan Agreement, but excluding any such shares previously released pursuant to section 4.

Section 2. Pledge. To secure the payment of and performance of all the Liabilities, the Pledgor hereby pledges to the Pledgee, and grants to the Pledgee, a security interest in, and lien upon, the Collateral.

Section 3. Representations and Warranties of the Pledgor. The Pledgor represents, warrants, and covenants to the Pledgee as follows:

(a) the execution, delivery and performance of this Pledge Agreement and the pledging of the Collateral hereunder do not and will not conflict with, result in a violation of, or constitute a default under, any agreement binding upon the Pledgor;

(b) the Pledged Shares are and will continue to be owned by the Pledgor free and clear of any liens or rights of any other person except the lien hereunder and under the Loan Agreement in favor of the Pledgee, and the security interest of the Pledgee in the Pledged Shares and the proceeds thereof is and will continue to be prior to and senior to the rights of all others;

(c) this Pledge Agreement is the legal, valid, binding and enforceable obligation of the Pledgor in accordance with its terms;

(d) the Pledgor shall, from time to time, upon request of the Pledgee, promptly deliver to the Pledgee such stock powers, proxies, and similar documents, satisfactory in form and substance to the Pledgee, with respect to the Collateral as the Pledgee may reasonably request; and

(e) subject to the first sentence of section 4(b), the Pledgor shall not, so long as any Liabilities are outstanding, sell, assign, exchange, pledge or otherwise transfer or encumber any of its rights in and to any of the Collateral.

Section 4. Eligible Collateral.

(a) As used herein the term “Eligible Collateral” shall mean the amount of Collateral which has an aggregate fair market value equal to the amount by which the Pledgor is in default (without regard to any amounts owing solely as the result of an acceleration of the Loan Agreement) or such lesser amount of Collateral as may be required pursuant to section 13 of this Pledge Agreement.

(b) The Pledged Shares shall be released from this Pledge Agreement in a manner conforming to the requirements of Treasury Regulations Section 54.4975-7(b)(8), as the same may be from time to time amended or supplemented, and the applicable provisions of the ESOP. Subject to such Regulations, the Pledgee may from time to time, after any Default or Event of Default, and without prior notice to the Pledgor, transfer all or any part of the Eligible Collateral in the name of the Pledgee or its nominee, without disclosing that such Eligible Collateral is subject to any rights of the Pledgor and may from time to time, whether before or after any of the Liabilities shall become due and payable, without notice to the Pledgor, take all or any of the following actions: (i) notify the parties obligated on any of the Eligible Collateral to make payment to the Pledgee of any amounts due or due to become due thereunder, (ii) release or exchange all or any part of the Eligible Collateral, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, and (iii) take control of any proceeds of the Eligible Collateral.

Section 5. Delivery.

(a) The Pledgor shall deliver to the Pledgee upon execution of this Pledge Agreement (i) either (A) certificates for the Pledged Shares, each certificate duly signed in blank by the Pledgor or accompanied by a stock transfer power duly signed in blank by the Pledgor and each such certificate accompanied by all required documentary or stock transfer tax stamps or (B) if the Trustee does not yet have possession of the Pledged Shares, an assignment by the Pledgor of all the Pledgor’s rights to and interest in the Pledged Shares and (ii) an irrevocable proxy, in form and substance satisfactory to the Pledgee, signed by the Pledgor with respect to the Pledged Shares.

(b) So long as no Default or Event of Default shall have occurred and be continuing, (i) the Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, and (ii) the Pledgor shall be entitled to receive any and all cash dividends or other distributions paid in respect of the Collateral.

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Section 6. Events of Default.

(a) If a Default or Event of Default shall be existing, in addition to the rights it may have under the Loan Agreement, the Promissory Note, and this Pledge Agreement, or by virtue of any other instrument, (i) the Pledgee may exercise, with respect to the Eligible Collateral, from time to time, any rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in the State of New York or otherwise available to it and (ii) the Pledgee shall have the right, for and in the name, place and stead of the Pledgor, to execute endorsement, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Eligible Collateral. Written notification of intended disposition of any of the Eligible Collateral shall be given by the Pledgee to the Pledgor at least three (3) Business Days before such disposition. Subject to section 13 below, any proceeds of any disposition of Eligible Collateral may be applied by the Pledgee to the payment of expenses in connection with the Eligible Collateral, including, without limitation, reasonable attorneys’ fees and legal expenses, and any balance of such proceeds may be applied by the Pledgee toward the payment of such of the Liabilities as are in Default, and in such order of application, as the Pledgee may from time to time elect. No action of the Pledgee permitted hereunder shall impair or affect its rights in and to the Eligible Collateral. All rights and remedies of the Pledgee expressed hereunder are in addition to all other rights and remedies possessed by it, including, without limitation, those contained in the documents referred to in the definition of Liabilities in section 1 hereof.

(b) In any sale of any of the Eligible Collateral after a Default or an Event of Default shall have occurred, the Pledgee is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Eligible Collateral), or in order to obtain such required approval of the sale or of the purchase by any governmental regulatory authority or official, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Pledgee be liable or accountable to the Pledgor for any discount allowed by reason of the fact that such Eligible Collateral is sold in compliance with any such limitation or restriction.

Section 7. Payment in Full. Upon the payment in full of all outstanding Liabilities, this Pledge Agreement shall terminate and the Pledgee shall forthwith assign, transfer and deliver to the Pledgor, against receipt and without recourse to the Pledgee, all Collateral then held by the Pledgee pursuant to the Pledge Agreement.

Section 8. No Waiver. No failure or delay in the part of the Pledgee in exercising any right or remedy hereunder or under any other document which confers or grants any rights to the Pledgee in respect of the Liabilities shall operate as a waiver thereof nor shall any single or partial exercise of any such rights or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy of the Pledgee.

Section 9. Binding Effect; No Assignment or Delegation. This Pledge Agreement shall be binding upon and inure to the benefit of the Pledgor, the Pledgee and their respective successors and assigns, except that the Pledgor may not assign or transfer its rights hereunder without the prior written consent of the Pledgee (which consent shall not unreasonably be withheld). Each duty or obligation of the Pledgor to the Pledgee pursuant to the provisions of this Pledge Agreement shall be performed in favor of any person or entity designated by the Pledgee, and any duty or obligation of the Pledgee to the Pledgor may be performed by any other person or entity designated by the Pledgee.

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Section 10. Governing Law. This Pledge Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements to be performed wholly within the State of New York.

Section 11. Notices. All notices, requests, instructions or documents hereunder shall be in writing and delivered personally or sent by United States mail, registered or certified, return receipt requested, with proper postage prepaid as follows:

(a) If to the Pledgee:

Northeast Community Bancorp, Inc.

325 Hamilton Avenue

White Plains, New York 10601

(b) If to the Pledgor:

Northeast Community Bank

Employee Stock Ownership Plan Trust

c/o [Trustee Address]

or at such other address as either of the parties may designate by written notice to the other party. If delivered personally, the date on which a notice, request, instruction or document is delivered shall be the date on which such delivery is made, and, if delivered by mail, the date on which such notice, request, instruction, or document is deposited in the mail shall be the date of delivery. Each notice, request, instruction or document shall bear the date on which it is delivered.

Section 12. Interpretation. Wherever possible each provision of this Pledge Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision herein shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.

Section 13. Construction. All provisions hereof shall be construed so as to maintain (a) the ESOP as a qualified leveraged employee stock ownership plan under sections 401(a) and 4975(e)(7) of the Internal Revenue Code of 1986 (the “Code”), (b) the Trust as exempt from taxation under section 501(a) of the Code and (c) the Trust Loan as an exempt loan under section 54.4975-7(b) of the Treasury Regulations and as described in Department of Labor Regulation section 2550.408b-3.

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IN WITNESS WHEREOF, this Pledge Agreement has been duly executed by the parties hereto as of the day and year first above written.

NORTHEAST COMMUNITY BANK
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
Authorized Trust Officer
NORTHEAST COMMUNITY BANCORP, INC.
By:
	Kenneth A. Martinek

5

FORM OF

ESOP PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, the NORTHEAST COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (the “Borrower”), hereby promises to pay to the order of NORTHEAST COMMUNITY BANCORP, INC. (the “Lender”) up to $             payable in accordance with the Loan Agreement made and entered into between the Borrower and the Lender of even date herewith (“Loan Agreement”) pursuant to which this Promissory Note is issued.

The Principal Amount of this Promissory Note shall be payable in accordance with the schedule attached hereto (“Schedule I”).

This Promissory Note shall bear interest at the rate per annum set forth or established under the Loan Agreement, such interest to be payable in accordance with Schedule I.

Anything herein to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the Lender to the extent that the Lender’s receipt thereof would not be permissible under the law or laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender. Any such payments of interest which are not made as a result of the limitation referred to in the preceding sentence shall be made by the Borrower to the Lender on the earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender. Such deferred interest shall not bear interest.

Payments of both principal and interest on this Promissory Note are to be made at the principal office of the Lender or such other place as the holder hereof shall designate to the Borrower in writing, in lawful money of the United States of America in immediately available funds.

Failure to make any payments of principal on this Promissory Note when due, or failure to make any payment of interest on this Promissory Note not later than five (5) Business Days after the date when due, shall constitute a default hereunder, whereupon the principal amount of accrued interest on this Promissory Note shall immediately become due and payable in accordance with the terms of the Loan Agreement.

This Promissory Note is secured by a Pledge Agreement between the Borrower and the Lender of even date herewith and is entitled to the benefits thereof.

NORTHEAST COMMUNITY BANK

EMPLOYEE STOCK OWNERSHIP PLAN TRUST

Authorized Trust Officer

EX-10.4

Exhibit 10.4

FORM OF

NORTHEAST COMMUNITY BANK

EMPLOYEE SEVERANCE COMPENSATION PLAN

A. Purpose.

The primary purpose of the Northeast Community Bank Employee Severance Compensation Plan (the “Plan”) is to ensure the successful continuation of the business of Northeast Community Bank (the “Bank”) and the fair and equitable treatment of the Bank’s employees following a Change in Control (as defined below).

B. Covered Employees.

Subject to paragraph C below, any employee of the Bank with at least one year of service as of his or her termination date shall be eligible to receive a Change in Control Severance Benefit (as defined below) if, within the period beginning on the effective date of a Change in Control and ending on the first anniversary of such date, (i) the employee’s employment with the Bank is involuntarily terminated or (ii) the employee terminates employment with the Bank voluntarily after being offered continued employment in a position that is not a Comparable Position (as defined below).

C. Limitations on Eligibility for Change in Control Severance Benefits or Management Restructuring Benefits.

1. No employee shall be eligible for a Change in Control Severance Benefit if (a) his or her employment is terminated for “Cause,” (b) he or she is offered a Comparable Position and declines to accept such position, or (c) the employee is, at the time of termination of employment, a party to an individual employment agreement or change in control agreement with the Bank and/or Northeast Community Bancorp, Inc. (the “Company”).

2. For purposes of this Plan, a termination of employment for “Cause” shall include termination because of the employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) violation of any final cease-and desist order, or material breach of any provision of the Plan.

3. For purposes of this Plan, a “Comparable Position” shall mean a position that would (i) provide the employee with base compensation and benefits that are comparable in the aggregate to those provided to the employee prior to the Change in Control; (ii) provide the employee with an opportunity for variable bonus compensation that is comparable to the opportunity provided to the employee prior to the Change in Control; (iii) be in a location that would not require the employee to increase his or her daily one way commuting distance by more than thirty-five (35) miles as compared to the employee’s commuting distance immediately prior to the Change in Control; and (iv) have job skill requirements and duties that are comparable to the requirements and duties of the position held by the employee prior to the Change in Control.

D. Definitions of Change in Control.

For purposes of this Plan, “Change in Control” means the occurrence of any one of the following events:

(1) Merger: The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

(2) Acquisition of Significant Share Ownership: The Company files, or is required to file, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner(s) of 25% or more of a class of the Company’s voting securities, but this clause (2) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities.

(3) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (3), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds ( ²/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(4) Sale of Assets: The Company sells to a third party all or substantially all of its assets.

Notwithstanding anything in this Plan to the contrary, in no event shall the conversion of the Bank from the mutual holding company form of organization to the full stock holding company form of organization (including the elimination of the mutual holding company) constitute a “Change in Control” for purposes of this Plan.

E. Determination of the Change in Control Severance Benefit.

The Change in Control Severance Benefit payable to an eligible employee under this Plan shall be determined as follows:

(1) Employees who become entitled to receive a Change in Control Severance under the Plan shall receive a benefit determined under the following schedule:

(a) The basic benefit under the Plan shall be determined as the product of (i) the employee’s years of service from his or her hire date (including partial years) through the termination date and (ii) one (1) month of the employee’s Base Compensation (as defined below). A “year of service” shall mean each 12-month period of service following an employee’s hire date determined without regard the number of hours worked during such period(s).

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(b) Notwithstanding anything in this Plan to the contrary, the minimum payment to an eligible employee under this Plan shall be one (1) month of Base Compensation and the maximum payment to an eligible employee shall not exceed 199% of the employee’s Base Compensation.

(c) The Change in Control Severance Benefit shall be paid in a lump sum not later than five (5) business days after the date of the employee’s termination of employment.

(2) For purpose of determinations under this paragraph E, “Base Compensation” shall mean:

(a) For salaried employees, the employee’s annual base salary at the rate in effect on his or her termination date or, if greater, the rate in effect on the date immediately preceding the Change in Control.

(b) For employees whose compensation is determined in whole or in part on the basis of commission income, the employee’s base salary at termination (or, if greater, the base salary on date immediately preceding the effective date of the Change in Control), if any, plus the commissions earned by the employee in the twelve (12) full calendar months preceding his or her termination date (or, if greater, the commissions earned in the twelve (12) full calendar months immediately preceding the effective date of the Change in Control).

(c) For hourly employees, the employee’s total hourly wages for the twelve (12) full calendar months preceding his or her termination date or, if greater, the twelve (12) full calendar months preceding the effective date of the Change in Control.

F. Withholding.

All payments will be subject to customary withholding for federal, state and local tax purposes.

G. Parachute Payment.

Notwithstanding anything in this Plan to the contrary, if a Change in Control Severance Benefit to an employee who is a “Disqualified Individual” shall be in an amount which includes an “Excess Parachute Payment,” taking into account payments under this Plan and otherwise, the benefit payable under this Plan shall be reduced to the maximum amount which does not include an Excess Parachute Payment. The terms “Disqualified Individual” and “Excess Parachute Payment” shall have the same meanings as under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision thereto.

H. Adoption by Affiliates.

Upon approval by the Board of Directors of the Bank, this Plan may be adopted by any “Subsidiary” or “Parent” of the Bank. Upon such adoption, the provisions of the Plan shall be fully applicable to the employees of that Subsidiary or Parent. The term “Subsidiary” means any corporation in which the Bank, directly or indirectly, holds a majority of the voting power of its outstanding shares of capital stock. The term “Parent” means any corporation which holds a majority of the voting power of the Bank’s outstanding shares of capital stock.

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I. Administration.

The Plan is administered by the Board of Directors of the Bank (the “Board”), which shall have the discretion to interpret the terms of the Plan and to make all determinations about eligibility and payment of benefits. All decisions of the Board, any action taken by the Board with respect to the Plan and within the powers granted to the Board under the Plan, and any interpretation by the Board of any term or condition of the Plan, are conclusive and binding on all persons, and will be given the maximum possible deference allowed by law. The Board may delegate and reallocate any authority and responsibility with respect to the Plan.

J. Source of Payments.

Unless otherwise determined by the Board, all payments and benefits provided under this Agreement shall be paid solely by the Bank. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be construed so as to result in the duplication of any payment or benefit.

K. Inalienability.

In no event may any Employee sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors, nor liable to attachment, execution or other legal process.

L. Governing Law.

The provisions of the Plan will be construed, administered and enforced in accordance with the laws of the State of New York, except to the extent that federal law applies.

M. Severability.

If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

N. No Employment Rights.

Neither the establishment nor the terms of this Plan shall be held or construed to confer upon any employee the right to a continuation of employment by the Bank, nor constitute a contract of employment, express or implied. The Bank reserves the right to dismiss or otherwise deal with any employee to the same extent and on the same basis as though this Plan had not been adopted. Nothing in this Plan is intended to alter the at-will status of the Bank’s employees, it being understood that, except to the extent otherwise expressly set forth to the contrary in an individual employment-related agreement, the employment of any employee may be terminated at any time by either the Bank or the employee with or without cause.

O. Amendment and Termination.

The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Board of Directors of the Bank, unless a Change in Control has previously occurred. If a Change in Control occurs, the Plan no longer shall be subject to amendment, change, substitution, deletion, revocation or termination in any respect whatsoever. The form of any proper amendment or termination

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of the Plan shall be a written instrument signed by a duly authorized officer or officers of the Bank, certifying that the amendment or termination has been approved by the Board of Directors. A proper amendment of the Plan automatically shall effect a corresponding amendment to each Participant’s rights hereunder. A proper termination of the Plan automatically shall effect a termination of all employees’ rights and benefits hereunder.

P. Required Provisions.

(1) In the event any of the provisions of this Section P are in conflict with the terms of this Plan, this Section P shall prevail.

(2) The Bank’s Board of Directors may terminate an employee’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice employee’s right to compensation or other benefits under this Plan. An employee shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

(3) If an employee is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this Plan shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion: (i) pay the employee all or part of the compensation withheld while their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended.

(4) If an employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Plan shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

(5) If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Plan shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

(6) All obligations under this Plan shall be terminated, except to the extent determined that continuation of the Plan is necessary for the continued operation of the Bank: (i) by the Director of the OTS (or his designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

(7) Any payments made to employees pursuant to this Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

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This plan has been approved and adopted by the Board of Directors of the Bank and is effective as of                     , 2006.

	NORTHEAST COMMUNITY BANK
Attest:	By:
		For the Entire Board of Directors

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EX-10.5

Exhibit 10.5

NORTHEAST COMMUNITY BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I

GENERAL

1.1 PURPOSE OF THE PLAN. The purpose of the Northeast Community Bank Supplemental Executive Retirement Plan (the “Plan”) is to reward certain management and highly compensated employees of the Employer who have contributed to the Employer’s success and are expected to continue to contribute to such success in the future.

1.2 PLAN BENEFITS GENERALLY. Pursuant to the Plan, the Employer may provide to each Participant a supplemental retirement benefit, subject to the terms and conditions contained in the Plan and the Participant’s individual Participation Agreement.

1.3 EFFECTIVE DATE. The effective date of the Plan is January 1, 2006.

ARTICLE II

DEFINITIONS

ACCRUED SERP BENEFIT means, with respect to each Participant, the amount of liability that should be accrued by the Employer (i.e., determined without regard to whether such liability is actually accrued), under Generally Accepted Accounting Principles (“GAAP”), for the Employer’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”).

ADMINISTRATOR means the Board or a committee of the Board designated to serve as Administrator.

BENEFICIARY means the person or persons designated by a Participant as his beneficiary in accordance with the provisions of Article V and subject to the Participation Agreement.

BOARD means the Board of Directors of the Employer.

CAUSE shall have the meaning set forth in Section 4.2.

CHANGE OF CONTROL means the occurrence of any one of the following events:

(1) Merger: Northeast Community Bancorp, Inc., the holding company for the Employer (the “Company”) merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

(2) Acquisition of Significant Share Ownership: The Company files, or is required to file, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner(s) of 25% or more of a class of the Company’s voting securities, but this

clause (2) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities.

(3) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (3), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds ( ²/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(4) Sale of Assets: The Company sells to a third party all or substantially all of its assets.

Notwithstanding anything in this Plan to the contrary, in no event shall the reorganization of the Bank into the mutual holding company form of organization or the conversion of the Bank to the full stock holding company form of organization (including the elimination of the mutual holding company) constitute a “Change in Control” for purposes of this Plan.

CODE means the Internal Revenue Code of 1986, as amended.

EMPLOYER means Northeast Community Bank.

ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

EXECUTIVE means a management or highly compensated employee of the Employer designated by the Administrator as eligible to participate in the Plan.

NORMAL RETIREMENT means termination of a Participant’s employment with the Employer for any reason other than for Cause after such Participant has reached his Normal Retirement Age.

NORMAL RETIREMENT AGE means the normal retirement age set forth in the Participant’s Participation Agreement.

PARTICIPANT means any Executive who elects to participate in the Plan by entering into a Participation Agreement in accordance herewith.

PARTICIPATION AGREEMENT means a written agreement between the Employer and a Participant, pursuant to which the Employer agrees to make SERP Benefit payments in accordance with the Plan and the Participation Agreement. Each Participation Agreement shall contain such information, terms and conditions as the Administrator in its discretion may specify, including without limitation, the following:

(a) the effective date of the Participant’s participation in the Plan;

(b) the Participant’s Normal Retirement Age;

(c) the SERP Benefits to which the Participant is entitled under the Plan and the form of payment for such benefits (i.e. installments or lump sum);

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(d) the identity of the Participant’s Beneficiary; and

(e) any other provisions which supplement the terms and conditions contained in the Plan and which are not inconsistent with the terms and conditions of the Plan.

SERP BENEFIT means, with respect to each Participant, an annual cash benefit in the amount determined pursuant to the Participant’s Participation Agreement.

YEARS OF SERVICE shall have the meaning set forth in the Participant’s Participation Agreement.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1 ELIGIBILITY. The Administrator, in its sole discretion, shall from time to time determine those Executive(s) who shall be eligible to participate in the Plan.

3.2 PARTICIPATION. Each Executive who is eligible to participate in the Plan shall enroll in the Plan by entering into a Participation Agreement and completing such other forms and furnishing such other information as the Administrator may request. An Executive’s participation in the Plan shall commence as of the date specified in the Participation Agreement.

ARTICLE IV

BENEFITS

4.1 SERP BENEFIT. Each Participant, subject to the terms and conditions of his Participation Agreement, shall become entitled to receive SERP Benefits in the amounts and for the periods set forth in the executed Participation Agreement.

4.2 NO BENEFITS PAYABLE UPON TERMINATION FOR CAUSE. Notwithstanding anything in this Plan or in any Participation Agreement to the contrary, no benefits shall be payable to any Participant who is terminated from his or her employment with the Employer for Cause. For purposes hereof, termination for Cause shall mean the following:

Termination of employment because of the Participant’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar infractions) or a final cease-and-desist order.

4.3 DISTRIBUTIONS TO SPECIFIED EMPLOYEE.

(a) If any employee is a “Specified Employee,” as defined in subsection (b) below, upon a termination of employment for any reason other than Disability or death, a distribution may not be made before the date which is 6 (six) months after the date of separation from service (or, if earlier, the date of death of the employee).

(b) A “Specified Employee” means a key employee (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of a corporation any stock in which is publicly traded on an established securities market or otherwise, all within the meaning of Code Section 409A(a)(2)(B)(i).

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ARTICLE V

BENEFICIARIES

5.1 BENEFICIARY. For purposes of this section, the Participant’s executed Participation Agreement shall dictate the Participant’s rights and responsibilities regarding the Participant’s Beneficiary(ies).

ARTICLE VI

PLAN ADMINISTRATION

6.1 ADMINISTRATION.

(a) General. The Plan shall be administered by the Administrator. The Administrator shall have sole and absolute discretion to interpret where necessary all provisions of the Plan and each Participation Agreement (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan, a Participation Agreement, or between the Plan and a Participation Agreement), to determine the rights and status under the Plan of Participants or other persons, to resolve questions or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. The Administrator’s determination of the rights of any Executive or former Executive hereunder shall be final and binding on all persons, subject only to the claims procedures outlined in Article 7 hereof.

(b) Delegation of Duties. The Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of benefits payable hereunder, to a named administrator or administrators.

6.2 REGULATIONS. The Administrator may promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Administrator shall, subject only to the claims procedure outlined in Article 7 hereof, be final and binding on all persons.

6.3 REVOCABILITY OF ADMINISTRATOR/EMPLOYER ACTION. Any action taken by the Administrator with respect to the rights or benefits under the Plan of any Executive or former Executive shall be revocable by the Administrator as to payments not yet made to such person in order to correct any incorrect payment to a Participant or a Beneficiary, and then only to the extent necessary to correct such error. Acceptance of any benefits under the Plan constitutes acceptance of, and agreement to, the Administrator’s making any appropriate adjustments in future payments to such person to correct any previously made overpayment or underpayment.

6.4 AMENDMENT.

(a) Right to Amend. The Board, by written instrument, shall have the right to amend the Plan at any time and with respect to any provisions hereof, and all parties hereto or claiming any interest hereunder shall be bound by such

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amendment; provided, however, that no such amendment shall, without the Participant’s consent, affect or otherwise modify the rights of a Participant under a Participation Agreement in effect prior to the amendment.

(b) Amendment Required by Law. Notwithstanding the provisions of Section 6.4(a), the Plan may be amended at any time, retroactively if required, if found necessary, in the opinion of the Board, in order to ensure that the Plan is characterized as a non-tax-qualified plan of deferred supplemental retirement compensation maintained for members of a select group of executives and thus exempt from ERISA and in compliance with all other provisions under the Code, as such provisions relate to the original purpose of this Plan, supplemental retirement income to the Participant(s) and/or other related Plan and Employer objectives.

6.5 TERMINATION. The Board of the Employer reserves the right, at any time, to terminate the Plan; provided however, that no such termination shall, without the Participant’s consent, affect or otherwise modify the rights of a Participant under a Participation Agreement in effect prior to the effective date of termination. Following termination of the Plan, unless otherwise agreed to by the parties, such Participation Agreement shall remain in effect and shall be construed by the terms of the Plan in effect prior to the termination.

6.6 WITHHOLDING. The Employer shall deduct from any distributions hereunder any taxes or other amounts required by law to be withheld therefrom.

ARTICLE VII

CLAIMS ADMINISTRATION

7.1 GENERAL. If a Participant, Beneficiary or his or her representative is denied all or a portion of an expected Plan benefit for any reason and the Participant, Beneficiary or his or her representative desires to dispute the decision of the Administrator, he/she must file a written notification of his or her claim with the Administrator.

7.2 CLAIMS PROCEDURE. Upon receipt of any written claim for benefits, the Administrator shall be notified and shall give due consideration to the claim presented. If any Participant or Beneficiary claims to be entitled to benefits under the Plan and the Administrator determines that the claim should be denied in whole or in part, the Administrator shall, in writing, notify such claimant within ninety (90) days of receipt of the claim that the claim has been denied. The Administrator may extend the period of time for making a determination with respect to any claim for a period of up to ninety (90) days, provided that the Administrator determines that such an extension is necessary because of special circumstances and notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the circumstances requiring the extension of time and the date by which the Administrator expects to render a decision. If the claim is denied to any extent by the Administrator, the Administrator shall furnish the claimant with a written notice setting forth:

(a) the specific reason or reasons for denial of the claim;

(b) a specific reference to the Plan provisions on which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

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(d) an explanation of the provisions of this Article.

7.3 RIGHT OF APPEAL. A claimant who has a claim denied under Section 7.2 may appeal to the Administrator for reconsideration of that claim. A request for reconsideration under this section must be filed by written notice within sixty (60) days after receipt by the claimant of the notice of denial under Section 7.2.

7.4 REVIEW OF APPEAL. Upon receipt of an appeal the Administrator shall promptly take action to give due consideration to the appeal. Such consideration may include a hearing of the parties involved, if the Administrator feels such a hearing is necessary. In preparing for this appeal, the claimant shall have the right to review pertinent documents and submit in writing a statement of issues and comments. After consideration of the merits of the appeal, the Administrator shall issue a written decision, which shall be binding on all parties. The decision shall specifically state its reasons and pertinent Plan provisions on which it relies. The Administrator’s decision shall be issued within sixty (60) days after the appeal is filed, except that the Administrator may extend the period of time for making a determination with respect to any claim for a period of up to sixty (60) days, provided that the Administrator determines that such an extension is necessary because of special circumstances and notifies the claimant, prior to the expiration of the initial sixty (60) day period, of the circumstances requiring the extension of time and the date by which the Administrator expects to render a decision.

7.5 DESIGNATION. The Administrator may designate any other person of its choosing to make any determination otherwise required under this Article. Any person so designated shall have the same authority and discretion granted to the Administrator hereunder.

7.6 LITIGATION COSTS. If a claimant brings a lawsuit for benefits hereunder, to enforce any right hereunder or for other relief arising out of the terms of the Plan, the costs and expenses of litigation by any party shall be borne by the losing party. The prevailing party shall recover as expenses all reasonable attorneys’ fees incurred by it in connection with the proceedings or any appeals therefrom.

ARTICLE VIII

MISCELLANEOUS

8.1 ADMINISTRATOR. The Administrator is expressly empowered to interpret the Plan and to determine all questions arising in the administration, interpretation, and application of the Plan; to employ actuaries, accountants, counsel, and other persons it deems necessary in connection with the administration of the Plan; to request any information from the Employer it deems necessary to determine whether the Employer would be considered insolvent or subject to a proceeding in bankruptcy; and to take all other necessary and proper actions to fulfill its duties as Administrator. The Administrator is relieved of all responsibility in connection with its duties hereunder to the fullest extent permitted by law, except any breach of duty to the Participants or Beneficiaries. If any individual shall have been delegated the duties or responsibilities as Administrator, such person shall not be liable for any actions by him or her hereunder unless due to his or her own gross negligence or willful misconduct and shall be indemnified and held harmless by the Employer from and against all personal liability to which he or she may be subject by reason of any act done or omitted to be done in his or her official capacity as Administrator in the good faith administration of the Plan, including all expenses reasonably incurred in his or her defense in the event the Employer fails to provide such defense upon request.

8.2 NO ASSIGNMENT. No benefit under the Plan or a Participation Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any such action shall be void for all purposes of the Plan or a Participation Agreement. No

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benefit shall in any manner be subject to the debts, contracts, liabilities, engagements, or torts of any person, nor shall it be subject to attachment or other legal process for or against any person.

8.3 NO EMPLOYMENT RIGHTS. Participation in this Plan and execution of a Participation Agreement shall not be construed to confer upon any Participant the legal right to be retained in the employ of the Employer, or give a Participant or Beneficiary, or any other person, any right to any payment whatsoever, except to the extent of the benefits provided for hereunder. Each Participant shall remain subject to discharge to the same extent as if this Plan had never been adopted and the Participation Agreement had never been executed.

8.4 INCOMPETENCE. If the Administrator determines that any person to whom a benefit is payable under this Plan is incompetent by reason of physical or mental disability, the Administrator shall have the power to cause the payments becoming due to such person to be made to another individual for the Participant’s benefit without responsibility of the Administrator to see to the application of such payments. Any payment made pursuant to such power shall, as to such payment, operate as a complete discharge of the Employer, the Administrator, and their representatives.

8.5 IDENTITY. If, at any time, any doubt exists as to the identity of any person entitled to any payment hereunder or the amount or time of such payment, the Administrator shall be entitled to hold such sum until such identity or amount or time is determined or until an order of a court of competent jurisdiction is obtained. The Administrator shall also be entitled to pay such sum into court in accordance with the appropriate rules of law. Any expenses incurred by the Employer or Administrator incident to such proceeding or litigation shall be charged against the SERP Benefit of the affected Participant.

8.6 NO LIABILITY. No liability shall attach to or be incurred by any employee of the Employer or Administrator individually under or by reason of the terms, conditions, and provisions contained in the Plan, or for the acts or decisions taken or made under or in connection with the Plan; and, as a condition precedent to the establishment of this Plan or the receipt of benefits hereunder, or both, such liability, if any, is expressly waived and released by each Participant and by any and all persons claiming benefits under the Plan. Such waiver and release shall be conclusively evidenced by any act or participation in or the acceptance of benefits under this Plan.

8.7 EXPENSES. Except as otherwise provided in the Plan, all expenses incurred in the administration of the Plan shall be paid by the Employer.

8.8 EMPLOYER DETERMINATIONS. Any determinations, actions, or decisions of the Employer (including, but not limited to, Plan amendments and Plan termination) shall be made by the Board in accordance with its established procedures or by such other individuals, groups, or organizations that have been properly delegated by the Board to make such determinations or decisions.

8.9 CONSTRUCTION. All questions of interpretation, construction or application arising under or concerning the terms of this Plan and any Participation Agreement shall be decided by the Administrator, in its sole and final discretion, whose decision shall be final, binding and conclusive upon all persons.

8.10 GOVERNING LAW. To the extent not preempted by federal laws, this Plan shall be governed by, construed and administered under the laws of the State of New York.

8.11 SEVERABILITY. Should any provision of the Plan or any Participation Agreement be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions, unless such invalidity shall render impossible or impractical the functioning of the Plan and,

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in such case, the appropriate parties shall immediately adopt a new provision to take the place of the one held illegal or invalid.

8.12 HEADINGS. The headings contained in the Plan are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge, or describe the scope or intent of this Plan nor in any way shall they affect this Plan or the construction of any provision thereof.

8.13 TERMS. Capitalized terms shall have meanings as defined herein. Singular nouns shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.

8.14 OWNERSHIP OF ASSETS; RELATIONSHIP WITH EMPLOYER. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Employer and any Participant or any other person. To the extent that any person acquires a right to receive payments from the Employer under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Employer.

8.15 DEPOSITS IN TRUST. The Employer may, at its sole discretion, establish with a corporate trustee a grantor rabbi trust under which all or a portion of the assets of the Plan are to be held, administered and managed. The trust agreement evidencing the trust shall conform with the terms of Revenue Procedure 92-64 or any successor procedure. The Employer in its sole discretion may make deposits to augment the principal of such trust.

8.16 SECTION 409A COMPLIANCE. The Plan and each Participation Agreement entered into pursuant to this Plan shall be interpreted in accordance with, and shall comply in form and operation with, Section 409A of the Code. Notwithstanding any provision of the Plan or any Participation Agreement to the contrary, the Board may adopt such amendments to the Plan or Participation Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (a) exempt the benefits under the Plan from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the deferral, or (b) comply with the requirements of Section 409A (including, without limitation, any related Department of Treasury guidance).

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PARTICIPATION AGREEMENT

UNDER THE

NORTHEAST COMMUNITY BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS PARTICIPATION AGREEMENT (the “Participation Agreement”) is entered into as of the 16th day of March, 2006 by and between NORTHEAST COMMUNITY BANK (the “Employer”), and Kenneth A. Martinek, an executive of the Employer (the “Participant”).

RECITALS:

WHEREAS, the Employer has adopted the Northeast Community Bank Supplemental Executive Retirement Plan (the “Plan”) effective as of January 1, 2006, and the Administrator has determined that the Participant shall be eligible to participate in the Plan on the terms and conditions set forth in this Participation Agreement and the Plan.

NOW, THEREFORE, in consideration of the foregoing and the agreements and covenants set forth herein, the parties agree as follows:

1. Definitions. Except as otherwise provided, or unless the context otherwise requires, the terms used in this Participation Agreement shall have the same meanings as set forth in the Plan.

2. Plan. Plan means the Northeast Community Bank Supplemental Executive Retirement Plan, as the same may be altered or supplemented in any validly executed Participation Agreement.

3. Incorporation of Plan. The Plan, a copy of which is attached hereto as Exhibit A, is hereby incorporated into this Participation Agreement as if fully set forth herein, and the parties hereby agree to be bound by all of the terms and provisions contained in the Plan. The Participant hereby acknowledges receipt of a copy of the Plan and, subject to the foregoing, confirms his understanding and acceptance of all of the terms and conditions contained therein.

4. Effective Date of Participation. The effective date of the Participant’s participation in the Plan shall be January 1, 2006 (the “Participation Date”).

5. Normal Retirement Age. The Participant’s Normal Retirement Age for purposes of the Plan and this Participation Agreement is age sixty-five (65).

6. Year of Service. The Participant shall be credited with one year of service for each calendar year the Participant has been employed by the Employer, whether such employment began before or after the Participation Date.

7. Prohibition Against Funding. Should any investment be acquired in connection with the liabilities assumed under this Plan and Participation Agreement, it is expressly understood and agreed that the Participants and Beneficiaries shall not have any right with respect to, or claim against, such assets, nor shall any such purchase be construed to create a trust of any kind or a fiduciary relationship between the Employer and the Participants, their Beneficiaries or any other person. Any such assets shall be and remain a part of the general, unpledged and unrestricted assets of the Employer, subject to the claims of its general creditors. It is the express intention of the parties hereto that this arrangement shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Participant shall be required to look to the provisions of the Plan and to the Employer itself for enforcement of any and all benefits due

under this Participation Agreement, and, to the extent the Participant acquires a right to receive payment under the Plan and this Participation Agreement, such right shall be no greater than the right of any unsecured general creditor of the Employer. The Employer shall be designated the owner and beneficiary of any investment acquired in connection with its obligation under the Plan and this Participation Agreement.

8. Provisions Related to SERP Benefit.

(a) Normal Retirement SERP Benefit. Upon the Participant’s termination of employment upon or after attaining Normal Retirement Age, the Participant shall receive an annual benefit of fifty percent (50%) of the Participant’s final average base salary over the immediately preceding full thirty-six (36) calendar months prior to termination of employment paid for the period and on the terms provided herein. The Participant’s base salary calculation shall be provided by Employer’s payroll department.

(b) Early Retirement SERP Benefit. In the event the Participant terminates employment upon or after attaining age sixty (60) and completing at least twenty (20) Years of Service, but prior to attaining Normal Retirement Age, the Participant shall receive the SERP Benefit described in Paragraph 8(a), reduced by .25% for each month by which the Participant’s age at termination of employment is less than the Normal Retirement Age. Notwithstanding anything in the Participation Agreement or the Plan to the contrary, no benefit shall be payable to the Participant in the event of his termination of employment prior to attaining age sixty (60) (other than in connection with his termination of employment following a Change in Control, or by reason of his death or disability).

(c) Form of SERP Benefit Payment. Subject to the restrictions of Section 4.3 of the Plan, the annual SERP Benefit shall be paid in equal monthly installments beginning not later than thirty (30) days after the Participant’s termination date until all benefits are fully paid. The annual SERP Benefit shall be paid for the greater of (i) the Participant’s life or (ii) fifteen (15) years, following the Participant’s Normal Retirement, eligible Early Retirement, or termination of employment by reason of disability (with payments beginning at age 65 if the Participant terminates employment due to disability).

(d) Post-Retirement Death Benefit. The Participant’s annual SERP Benefit shall be payable for a minimum period of fifteen (15) years. In the event that the Participant dies during the minimum fifteen (15) year SERP Benefit payment period, the Participant’s Beneficiary, as designated pursuant to this Participation Agreement, will continue to receive such payments until the minimum benefits are fully paid.

(e) Pre-Retirement Death Benefit. In the event of the Participant’s death prior to Normal Retirement, the Participant’s Beneficiary(ies) shall be entitled to a pre-retirement death benefit equal to the actuarial equivalent (calculated as described in Paragraph 8(g) below) of the unreduced SERP Benefit payment described in Paragraph 8(a) of this Agreement. This benefit shall be distributed to the Participant’s Beneficiary(ies) in a lump sum amount as soon as administratively feasible upon Employer notification.

(f) Disability SERP Benefit. In the event of the Participant’s termination of employment by reason of disability, if the Participant has attained Normal Retirement Age or is eligible for Early Retirement, the Participant shall receive a SERP benefit determined under Paragraph 8(a) or 8(b), as appropriate. If the Participant has not attained Normal Retirement Age and is not eligible for Early Retirement on his termination date, the

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Participant shall receive a SERP benefit equal to the value of the Participant’s Accrued SERP Benefit, payable as provided in Paragraph 8(c) of this Participation Agreement. For purposes of this Participation Agreement and the Plan, “disability” means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under a disability program covering employees of the Employer. The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether the Participant is disabled, and shall make such determination consistent with Section 409A.

(g) Change of Control SERP Benefit. In lieu of the benefit payable under any other provision of this Participation Agreement and the Plan, but subject to the restrictions of Section 4.3 of the Plan, upon the Participant’s termination of employment (other than for Cause or by reason of his death) following a Change of Control, the Participant shall receive the unreduced SERP Benefit described in Paragraph 8(a) (i.e., a benefit determined without regard to the Participant’s age or Years of Service) in the form of a lump sum payment that is actuarially equivalent to the Normal Retirement benefit (calculated as of the date of termination and using the discount rate specified in Code Section 1274 in effect for the period of termination). Such payment shall be made to the Participant (or his beneficiary) not later than thirty (30) days after the Participant’s termination date.

9. General Provisions.

(a) No Assignment.

No benefit under the Plan or this Participation Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any such action shall be void for all purposes of the Plan or this Participation Agreement. No benefit shall in any manner be subject to the debts, contracts, liabilities, engagements, or torts of any person, nor shall it be subject to attachments or other legal process for or against any person, except to such extent as may be required by law.

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(b) Headings.

The headings contained in the Participation Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge, or describe the scope or intent of this Plan nor in any way shall they affect this Participation Agreement or the construction of any provision thereof.

(c) Terms.

Capitalized terms shall have meanings as defined herein. Singular nouns shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.

(d) Successors.

This Participation Agreement shall be binding upon each of the parties and shall also be binding upon their respective successors and the Employer’s assigns.

(e) Amendments.

This Participant Agreement may not be modified or amended, except by a duly executed instrument in writing signed by the Employer and the Participant. The subsequent amendment or termination of the Plan by the Employer shall not affect the Participant’s rights under this Participation Agreement.

IN WITNESS WHEREOF, each of the parties has caused this Participation Agreement to be executed as of the day first above written.

PARTICIPANT	NORTHEAST COMMUNITY BANK
/s/ Kenneth A. Martinek	/s/ Salvatore Randazzo
Kenneth A. Martinek	By:	Salvatore Randazzo
	Title:	Executive Vice President and Chief Financial Officer

PARTICIPATION AGREEMENT

UNDER THE

NORTHEAST COMMUNITY BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS PARTICIPATION AGREEMENT (the “Participation Agreement”) is entered into as of the 16th day of March, 2006 by and between NORTHEAST COMMUNITY BANK (the “Employer”), and Salvatore Randazzo, an executive of the Employer (the “Participant”).

RECITALS:

WHEREAS, the Employer has adopted the Northeast Community Bank Supplemental Executive Retirement Plan (the “Plan”) effective as of January 1, 2006, and the Administrator has determined that the Participant shall be eligible to participate in the Plan on the terms and conditions set forth in this Participation Agreement and the Plan.

NOW, THEREFORE, in consideration of the foregoing and the agreements and covenants set forth herein, the parties agree as follows:

1. Definitions. Except as otherwise provided, or unless the context otherwise requires, the terms used in this Participation Agreement shall have the same meanings as set forth in the Plan.

2. Plan. Plan means the Northeast Community Bank Supplemental Executive Retirement Plan, as the same may be altered or supplemented in any validly executed Participation Agreement.

3. Incorporation of Plan. The Plan, a copy of which is attached hereto as Exhibit A, is hereby incorporated into this Participation Agreement as if fully set forth herein, and the parties hereby agree to be bound by all of the terms and provisions contained in the Plan. The Participant hereby acknowledges receipt of a copy of the Plan and, subject to the foregoing, confirms his understanding and acceptance of all of the terms and conditions contained therein.

4. Effective Date of Participation. The effective date of the Participant’s participation in the Plan shall be January 1, 2006 (the “Participation Date”).

5. Normal Retirement Age. The Participant’s Normal Retirement Age for purposes of the Plan and this Participation Agreement is age sixty-five (65).

6. Year of Service. The Participant shall be credited with one year of service for each calendar year the Participant has been employed by the Employer, whether such employment began before or after the Participation Date.

7. Prohibition Against Funding. Should any investment be acquired in connection with the liabilities assumed under this Plan and Participation Agreement, it is expressly understood and agreed that the Participants and Beneficiaries shall not have any right with respect to, or claim against, such assets, nor shall any such purchase be construed to create a trust of any kind or a fiduciary relationship between the Employer and the Participants, their Beneficiaries or any other person. Any such assets shall be and remain a part of the general, unpledged and unrestricted assets of the Employer, subject to the claims of its general creditors. It is the express intention of the parties hereto that this arrangement shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Participant shall be required to look to the provisions of the Plan and to the Employer itself for enforcement of any and all benefits due

under this Participation Agreement, and, to the extent the Participant acquires a right to receive payment under the Plan and this Participation Agreement, such right shall be no greater than the right of any unsecured general creditor of the Employer. The Employer shall be designated the owner and beneficiary of any investment acquired in connection with its obligation under the Plan and this Participation Agreement.

8. Provisions Related to SERP Benefit.

(a) Normal Retirement SERP Benefit. Upon the Participant’s termination of employment upon or after attaining Normal Retirement Age, the Participant shall receive an annual benefit of fifty percent (50%) of the Participant’s final average base salary over the immediately preceding full thirty-six (36) calendar months prior to termination of employment, paid for the period and on the terms provided herein. The Participant’s base salary calculation shall be provided by Employer’s payroll department.

(b) Early Retirement SERP Benefit. In the event the Participant terminates employment upon or after attaining age sixty (60) and completing at least twenty (20) Years of Service, but prior to attaining Normal Retirement Age, the Participant shall receive the SERP Benefit described in Paragraph 8(a), reduced by .25% for each month by which the Participant’s age at termination of employment is less than the Normal Retirement Age. Notwithstanding anything in the Participation Agreement or the Plan to the contrary, no benefit shall be payable to the Participant in the event of his termination of employment prior to attaining age sixty (60) (other than in connection with his termination of employment following a Change in Control, or by reason of his death or disability).

(c) Form of SERP Benefit Payment. Subject to the restrictions of Section 4.3 of the Plan, the annual SERP Benefit shall be paid in equal monthly installments beginning not later than thirty (30) days after the Participant’s termination date until all benefits are fully paid. The annual SERP Benefit shall be paid for the greater of (i) the Participant’s life or (ii) fifteen (15) years, following the Participant’s Normal Retirement, eligible Early Retirement, or termination of employment by reason of disability (with payments beginning at age 65 if the Participant terminates employment due to disability).

(d) Post-Retirement Death Benefit. The Participant’s annual SERP Benefit shall be payable for a minimum period of fifteen (15) years. In the event that the Participant dies during the minimum fifteen (15) year SERP Benefit payment period, the Participant’s Beneficiary, as designated pursuant to this Participation Agreement, will continue to receive such payments until the minimum benefits are fully paid.

(e) Pre-Retirement Death Benefit. In the event of the Participant’s death prior to Normal Retirement, the Participant’s Beneficiary(ies) shall be entitled to a pre-retirement death benefit equal to the actuarial equivalent (calculated as described in Paragraph 8(g) below) of the unreduced SERP Benefit payment described in Paragraph 8(a) of this Agreement. This benefit shall be distributed to the Participant’s Beneficiary(ies) in a lump sum amount as soon as administratively feasible upon Employer notification.

(f) Disability SERP Benefit. In the event of the Participant’s termination of employment by reason of disability, if the Participant has attained Normal Retirement Age or is eligible for Early Retirement, the Participant shall receive a SERP benefit determined under Paragraph 8(a) or 8(b), as appropriate. If the Participant has not attained Normal Retirement Age and is not eligible for Early Retirement on his termination date, the

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Participant shall receive a SERP benefit equal to the value of the Participant’s Accrued SERP Benefit, payable as provided in Paragraph 8(c) of this Participation Agreement. For purposes of this Participation Agreement and the Plan, “disability” means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under a disability program covering employees of the Employer. The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether the Participant is disabled, and shall make such determination consistent with Section 409A.

(g) Change of Control SERP Benefit. In lieu of the benefit payable under any other provision of this Participation Agreement and the Plan, but subject to the restrictions of Section 4.3 of the Plan, upon the Participant’s termination of employment (other than for Cause or by reason of his death) following a Change of Control, the Participant shall receive the unreduced SERP Benefit described in Paragraph 8(a) (i.e., a benefit determined without regard to the Participant’s age or Years of Service) in the form of a lump sum payment that is actuarially equivalent to the Normal Retirement benefit (calculated as of the date of termination and using the discount rate specified in Code Section 1274 in effect for the period of termination). Such payment shall be made to the Participant (or his beneficiary) not later than thirty (30) days after the Participant’s termination date.

9. General Provisions.

(a) No Assignment.

No benefit under the Plan or this Participation Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any such action shall be void for all purposes of the Plan or this Participation Agreement. No benefit shall in any manner be subject to the debts, contracts, liabilities, engagements, or torts of any person, nor shall it be subject to attachments or other legal process for or against any person, except to such extent as may be required by law.

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(b) Headings.

The headings contained in the Participation Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge, or describe the scope or intent of this Plan nor in any way shall they affect this Participation Agreement or the construction of any provision thereof.

(c) Terms.

Capitalized terms shall have meanings as defined herein. Singular nouns shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.

(d) Successors.

This Participation Agreement shall be binding upon each of the parties and shall also be binding upon their respective successors and the Employer’s assigns.

(e) Amendments.

This Participant Agreement may not be modified or amended, except by a duly executed instrument in writing signed by the Employer and the Participant. The subsequent amendment or termination of the Plan by the Employer shall not affect the Participant’s rights under this Participation Agreement.

IN WITNESS WHEREOF, each of the parties has caused this Participation Agreement to be executed as of the day first above written.

PARTICIPANT	NORTHEAST COMMUNITY BANK
/s/ Salvatore Randazzo	/s/ Kenneth A. Martinek
Salvatore Randazzo	By:	Kenneth A. Martinek
	Title:	Chairman, President and Chief Executive Officer

EX-10.6

Exhibit 10.6

FORM OF

COMPANY EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) made this                      day of                     , 2006, by and between NORTHEAST COMMUNITY BANCORP, INC. a federally chartered corporation (the “Company”), and                              (the “Executive”).

WHEREAS, Executive serves in a position of substantial responsibility;

WHEREAS, the Company wishes to assure executive’s services for the term of this Agreement; and

WHEREAS, Executive is willing to serve in the employ of the Company during the term of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and upon the other terms and conditions provided for in this Agreement, the parties hereby agree as follows:

1. Employment. The Company will employ Executive as                     . Executive will perform all duties and shall have all powers commonly incident to the offices of                              or which, consistent with those offices, the Board of Directors of the Company (the “Board”) delegates to Executive. During the term of this Agreement, Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Company and to carry out the duties and responsibilities reasonably appropriate to those offices.

2. Location and Facilities. The Company will furnish Executive with the working facilities and staff customary for executive officers with the titles and duties set forth in Section 1 and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Company and the Bank, or at such other site or sites customary for such offices.

3. Term.

a. The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the date of this Agreement (the “Effective Date”) and ending on the third anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 3.

b. Commencing prior to the first anniversary of the Effective Date and continuing on each anniversary of the Effective Date thereafter, the disinterested members of the Board may extend the Agreement term for an additional year, so that the remaining term of the Agreement again becomes thirty-six (36) months, unless Executive elects not to extend the term of this Agreement by giving written notice in accordance with Section 19 of this Agreement. The Board will review the Agreement term and Executive’s performance annually for purposes of determining whether to extend the Agreement and will include the rationale and results of its review in the minutes of the meeting. The Board will notify Executive as soon as possible after its annual review whether the Board has determined to extend the Agreement.

4. Base Compensation.

a. The Company agrees to pay Executive during the term of this Agreement a base salary at the rate of $                     per year, payable in accordance with customary payroll practices.

b. Each year, the Board will review the level of Executive’s base salary, based upon factors they deem relevant, in order to determine whether to maintain or increase his base salary.

5. Bonuses. Executive will participate in discretionary bonuses or other incentive compensation programs that the Company may award from time to time to senior management employees.

6. Benefit Plans. Executive will participate in life insurance, medical, dental, pension, profit sharing, retirement and stock-based compensation plans and other programs and arrangements that the Company may sponsor or maintain.

7. Vacations and Leave.

a. Executive may take vacations and other leave in accordance with policy for senior executives, or otherwise as approved by the Board.

b. In addition to paid vacations and other leave, the Board may grant Executive a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the Board, in its discretion, may determine.

8. Expense Payments and Reimbursements. The Company will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Company.

9. Automobile Allowance. During the term of this Agreement, the Company will provide Executive with the use of an automobile, including insurance, maintenance and work-related fuel expenses, or, in the alternative and the sole discretion of the Company, the Company will provide Executive with an automobile allowance which would approximate the expense of a Company-provided automobile and related insurance, maintenance and fuel costs. Executive will comply with reasonable reporting and expense limitations on the use of such automobile as the Company may establish from time to time, and the Company shall annually include on Executive’s Form W-2 any income attributable to Executive’s personal use of the automobile.

10. Loyalty and Confidentiality.

a. During the term of this Agreement, Executive will devote all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement; provided, however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations that will not present any conflict of interest with the Company or any of its subsidiaries or affiliates, unfavorably affect the performance of Executive’s duties pursuant to this Agreement, or violate any applicable statute or regulation. Executive will not engage in any business or activity contrary to the business affairs or interests of the Company or any of its subsidiaries or affiliates.

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b. Nothing contained in this Agreement will prevent or limit Executive’s right to invest in the capital stock or other securities or interests of any business dissimilar from that of the Company, or, solely as a passive, minority investor, in any business.

c. Executive agrees to maintain the confidentiality of any and all information concerning the operation or financial status of the Company and its affiliates; the names or addresses of any borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Company or its affiliates to which he may be exposed during the course of his employment. Executive further agrees that, unless required by law or specifically permitted by the Board in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally known to the public, nor will he use the information in any way other than for the benefit of the Company.

11. Termination and Termination Pay. Subject to Section 12 of this Agreement, Executive’s employment under this Agreement may be terminated in the following circumstances:

a. Death. Executive’s employment under this Agreement will terminate upon his death during the term of this Agreement, in which event Executive’s estate will receive the compensation due to Executive through the last day of the calendar month in which his death occurred.

b. Retirement. This Agreement will terminate upon Executive’s retirement under the retirement benefit plan or plans in which he participates pursuant to Section 6 of this Agreement or otherwise.

c. Disability.

i. The Board or Executive may terminate Executive’s employment after having determined Executive has a Disability. For purposes of this Agreement, “Disability” means a physical or mental infirmity that impairs Executive’s ability to substantially perform his duties under this Agreement and results in Executive becoming eligible for long-term disability benefits under any long-term disability plans of the Company (or, if no such plans exists, that impairs Executive’s ability to substantially perform his duties under this Agreement for a period of one hundred eighty (180) consecutive days). The Board will determine whether or not Executive is and continues to be permanently disabled for purposes of this Agreement in good faith, based upon competent medical advice and other factors that the Board reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to physical or mental evaluations and tests as the Board or its medical experts deem reasonably appropriate.

ii. In the event of his Disability, Executive will no longer be obligated to perform services under this Agreement. The Company will pay Executive, as Disability pay, an amount equal to seventy-five percent (75%) of Executive’s rate of base salary in effect as of the date of his termination of employment due to Disability. The Company will make Disability payments on a monthly basis commencing on the first day of the month following the effective date of Executive’s termination of employment due to Disability and ending on the earlier of: (A) the date he returns to full-time employment in the same capacity as he was employed prior to his termination for Disability; (B) his death; (C) his attainment of age 65 or (D) the date

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this Agreement would have expired had Executive’s employment not terminated by reason of Disability. The Company will reduce Disability payments by the amount of any short- or long-term disability benefits payable to Executive under any other disability programs sponsored by the Company. In addition, during any period of Executive’s Disability, the Company will continue to provide Executive and his dependents, to the greatest extent possible, with continued coverage under all benefit plans (including, without limitation, retirement plans and medical, dental and life insurance plans) in which Executive and/or his dependents participated prior to Executive’s Disability on the same terms as if he remained actively employed by the Company.

d. Termination for Cause.

i. The Board may, by written notice to Executive in the form and manner specified in this paragraph, immediately terminate his employment at any time for “Cause.” Executive shall have no right to receive compensation or other benefits for any period after termination for Cause, except for already vested benefits. Termination for Cause shall mean termination because of, in the good faith determination of the Board, Executive’s:

(1) Personal dishonesty;

(2) Incompetence;

(3) Willful misconduct;

(4) Breach of fiduciary duty involving personal profit;

(5) Intentional failure to perform stated duties under this Agreement;

(6) Willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflects adversely on the reputation of the Company, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or

(7) Material breach by Executive of any provision of this Agreement.

ii. Notwithstanding the foregoing, Executive’s termination for Cause will not become effective unless the Company has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose of finding that, in the good faith opinion of the Board (after reasonable notice to Executive as an opportunity for Executive to be heard before the Board with counsel), Executive was guilty of the conduct described above and specifying the particulars of his conduct.

e. Voluntary Termination by Executive. In addition to his other rights to terminate under this Agreement, Executive may voluntarily terminate employment during the term of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon Executive’s voluntary termination, he will receive only his compensation and vested rights and benefits up to the date of his termination. Following his voluntary termination of employment under this

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Section 11(e), Executive will be subject to the restrictions set forth in Sections 11(g)(i) and 11(g)(ii) of this Agreement for a period of one (1) year from his termination date.

f. Without Cause or With Good Reason.

i. In addition to termination pursuant to Sections 11(a) through 11(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”).

ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive will receive his base salary and the value of employer contributions to benefit plans in which the Executive participated upon termination for the remaining term of the Agreement, paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Company that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Company during the same period. If the Company cannot provide such coverage because Executive is no longer an employee, the Company will provide Executive with comparable coverage on an individual policy basis or the cash equivalent.

iii. “Good Reason” shall exist if, without Executive’s express written consent, the Company materially breaches any of its obligations under this Agreement. Without limitation, such a material breach shall be deemed to occur upon any of the following:

(1) A material reduction in Executive’s responsibilities or authority in connection with his employment with the Company;

(2) Assignment to Executive of duties of a non-executive nature or duties for which he is not reasonably equipped by his skills and experience;

(3) Failure of Executive to be nominated or renominated to the Board to the extent Executive is a Board member prior to the Effective Date;

(4) A reduction in salary or benefits contrary to the terms of this Agreement, or, following a Change in Control as defined in Section 12 of this Agreement, any reduction in salary or material reduction in benefits below the amounts Executive was entitled to receive prior to the Change in Control;

(5) Termination of incentive and benefit plans, programs or arrangements, or reduction of Executive’s participation, to such an extent as to materially reduce their aggregate value below their aggregate value as of the Effective Date;

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(6) A requirement that Executive relocate his principal business office or his principal place of residence outside of the area consisting of a twenty-five (25) mile radius from the current main office of the Company and any branch of the Bank, or the assignment to Executive of duties that would reasonably require such a relocation; or

(7) Liquidation or dissolution of the Company.

iv. Notwithstanding the foregoing, a reduction or elimination of Executive’s benefits under one or more benefit plans maintained as part of a good faith, overall reduction or elimination of such plans or benefits, applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with law), will not constitute an event of Good Reason or a material breach of this Agreement, provided that benefits of the same type or to the same general extent as those offered under such plans prior to the reduction or elimination are not available to other officers of the Company or any affiliate under a plan or plans in or under which Executive is not entitled to participate.

g. Continuing Covenant Not to Compete or Interfere with Relationships. Regardless of anything herein to the contrary, following a termination by the Company or Executive pursuant to Section 11(e) or 11(f):

i. Executive’s obligations under Section 10(c) of this Agreement will continue in effect; and

ii. During the period ending on the first anniversary of such termination, Executive will not serve as an officer, director or employee of any bank holding company, bank, savings association, savings and loan holding company, mortgage company or other financial institution that offers products or services competing with those offered by the Company or its subsidiaries or affiliates from any office within thirty-five (35) miles from the main office of the Company or any branch of the Bank and, further, Executive will not interfere with the relationship of the Company, its subsidiaries or affiliates and any of their employees, agents, or representatives.

h. To the extent Executive is a member of the Board on the date of termination of employment, Executive will resign from the Board immediately following such termination of employment. Executive will be obligated to tender this resignation regardless of the method or manner of termination, and such resignation will not be conditioned upon any event or payment.

12. Termination in Connection with a Change in Control.

a. For purposes of this Agreement, a “Change in Control” means any of the following events:

i. Merger: The Company merges into or consolidates with another entity, or merges another corporation into the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation;

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ii. Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities, but this clause (ii) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

iii. Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the members) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

iv. Sale of Assets: The Company sells to a third party all or substantially all of its assets.

b. Termination. If within the period ending one year after a Change in Control, (i) the Company terminates Executive’s employment Without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, the Company will, within ten calendar days of the termination of Executive’s employment, make a lump-sum cash payment to him equal to three times Executive’s average “Annual Compensation” over the five (5) most recently completed calendar years, ending with the year immediately preceding the effective date of the Change in Control. “Annual Compensation” will include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, retirement benefits, director or committee fees and fringe benefits paid or accrued for Executive’s benefit. Annual compensation will also include profit sharing, employee stock ownership plan and other retirement contributions or benefits, including to any tax-qualified plan or arrangement (whether or not taxable) made or accrued on behalf of Executive for such year. The cash payment made under this Section 12(b) shall be made in lieu of any payment also required under Section 11(f) of this Agreement because of Executive’s termination of employment, however, Executive’s rights under Section 11(f) are not otherwise affected by this Section 12. Following termination of employment, executive will also continue to participate in any benefit plans that provide medical, dental and life insurance coverage upon terms no less favorable than the most favorable terms provided to senior executives. If the Company cannot provide such coverage because Executive is no longer an employee, the Company will provide Executive with comparable coverage on an individual basis or the cash equivalent. The medical, dental and life insurance coverage provided under this Section 12(b) shall cease upon the earlier of: (i) the Executive’s death; (ii) Executive’s employment by another employer other than one of which he is the majority owner; or (iii) thirty-six (36) months after his termination of employment.

c. The provisions of Section 12 and Sections 14 through 26, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this Agreement or one year following a Change in Control.

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d. Notwithstanding anything in this Section 12 to the contrary, a “Change in Control” for purposes of this Agreement shall not include any corporate restructuring transaction by the Company, including, but not limited to, a mutual to stock conversion, provided that the Board of Directors of the Company immediately preceding such transaction constitutes at least a majority of the Board of Directors of the Company after such transaction.

13. Indemnification and Liability Insurance.

a. Indemnification. The Company agrees to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations against any and all expenses and liabilities that Executive reasonably incurs in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his service as a director or Executive of the Company or any of its subsidiaries or affiliates (whether or not he continues to be a director or Executive at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys’ fees and the costs of reasonable settlements, subject to Board approval, if the action is brought against Executive in his capacity as an Executive or director of the Company or any of its subsidiaries or affiliates. Indemnification for expenses will not extend to matters related to Executive’s termination for Cause. Notwithstanding anything in this Section 13(a) to the contrary, the Company will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 13 shall survive the term of this Agreement by a period of six (6) years.

b. Insurance. During the period for which the Company must indemnify Executive under this Section, the Company will provide Executive (and his heirs, executors, and administrators) with coverage under a directors’ and officers’ liability policy, at the Company’s expense, that is at least equivalent to the coverage provided to directors and senior executives of the Company.

14. Reimbursement of Executive’s Expenses to Enforce this Agreement. The Company will reimburse Executive for all out-of-pocket expenses, including, without limitation, reasonable attorney fees, incurred by Executive in connection with his successful enforcement of the Company’s obligations under this Agreement. Successful enforcement means the grant of an award of money or the requirement that the Company take some specified action: (i) as a result of court order; or (ii) otherwise following an initial failure of the Company to pay money or take action promptly following receipt of a written demand from Executive stating the reason that the Company must pay money or take action under this Agreement.

15. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits Executive has the right to receive from the Company, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12, the Company will pay for the accountant’s opinion. If the Company and/or Executive do not agree with the accountant’s opinion, the Company will pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, that the opinion

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indicates have a high probability of not causing any payments and benefits to be non-deductible to the Company and subject to the imposition of the excise tax imposed under Section 4999 of the Code. The Company may also request, and Executive has the right to demand that the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. The Company will promptly prepare and file the request for a ruling from the IRS, but in no event later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to Executive’s approval prior to filing; Executive shall not unreasonably withhold his approval. The Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12, below zero.

16. Injunctive Relief. Upon a breach or threatened breach of Section 11(g) of this Agreement or the prohibitions upon disclosure contained in Section 10(c) of this Agreement, the parties agree that there is no adequate remedy at law for such breach, and the Company shall be entitled to injunctive relief restraining Executive from such breach or threatened breach, but such relief shall not be the exclusive remedy for a breach of this Agreement. The parties further agree that Executive, without limitation, may seek injunctive relief to enforce the obligations of the Company under this Agreement.

17. Successors and Assigns.

a. This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Company.

b. Since the Company is contracting for the unique and personal skills of Executive, Executive shall not assign or delegate his rights or duties under this Agreement without first obtaining the written consent of the Company.

18. No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

19. Notices. All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, addressed to the Company at its principal business offices and to Executive at his home address as maintained in the records of the Company.

20. No Plan Created by this Agreement. Executive and the Company expressly declare and agree that this Agreement was negotiated among them and that no provision or provisions of this Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any other law or regulation, and each party expressly waives any right to assert the contrary. Any assertion in any judicial or administrative filing, hearing, or process that an ERISA plan was created by this Agreement shall be deemed a material breach of this Agreement by the party making the assertion.

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21. Amendments. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided.

22. Applicable Law. Except to the extent preempted by federal law, the laws of the State of New York shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.

23. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any one provision shall not affect the validity or enforceability of the other provision of this Agreement.

24. Headings. Headings contained in this Agreement are for convenience of reference only.

25. Entire Agreement. This Agreement, together with any modifications subsequently agreed to in writing by the parties, shall constitute the entire agreement among the parties with respect to the foregoing subject matter, other than written agreements applicable to specific plans, programs or arrangements described in Sections 5 and 6.

26. Source of Payments. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, are paid or received by Executive under the Employment Agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity and the time expended by Executive on activities related to the Company and the Bank, respectively, as determined by the Company and the Bank.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on                     , 2006.

ATTEST:	NORTHEAST COMMUNITY BANCORP, INC.
	By:
Witness		For the Entire Board of Directors
WITNESS:	EXECUTIVE
	By:

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EX-10.7

Exhibit 10.7

FORM OF

BANK EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”), made this                      day of                     , 2006, by and between NORTHEAST COMMUNITY BANK, a federally chartered savings bank (the “Bank”), and                              (the “Executive”).

WHEREAS, Executive serves in a position of substantial responsibility;

WHEREAS, the Bank wishes to assure Executive’s services for the term of this Agreement; and

WHEREAS, Executive is willing to serve in the employ of the Bank during the term of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and upon the other terms and conditions provided for in this Agreement, the parties hereby agree as follows:

1. Employment. The Bank will employ Executive as                         . Executive will perform all duties and shall have all powers commonly incident to the offices of                              or which, consistent with those offices, the Board of Directors of the Bank (the “Board”) delegates to Executive. Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Bank and to carry out the duties and responsibilities reasonably appropriate to those offices.

2. Location and Facilities. The Bank will furnish Executive with the working facilities and staff customary for executive officers with the title and duties set forth in Section 1 and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Bank, or at such other site or sites customary for such offices.

3. Term.

a. The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the date of this Agreement (the “Effective Date”) and ending on the third anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 3.

b. Commencing on the first anniversary of the Effective Date and continuing on each anniversary of the Effective Date thereafter, the disinterested members of the Board may extend the Agreement term for an additional year, so that the remaining term of the Agreement again becomes thirty-six (36) months, unless Executive elects not to extend the term of this Agreement by giving written notice in accordance with Section 19 of this Agreement. The Board will review the Agreement and Executive’s performance annually for purposes of determining whether to extend the Agreement term and will include the rationale and results of its review in the minutes of the meeting. The Board will notify Executive as soon as possible after its annual review whether the Board has determined to extend the Agreement.

4. Base Compensation.

a. The Bank agrees to pay Executive during the term of this Agreement a base salary at the rate of $                     per year, payable in accordance with customary payroll practices.

b. Each year, the Board will review the level of Executive’s base salary, based upon factors they deem relevant, in order to determine whether to maintain or increase his base salary.

5. Bonuses. Executive will participate in discretionary bonuses or other incentive compensation programs that the Bank may sponsor or award from time to time to senior management employees.

6. Benefit Plans. Executive will participate in life insurance, medical, dental, pension, profit sharing, retirement and stock-based compensation plans and other programs and arrangements that the Bank may sponsor or maintain for the benefit of its employees.

7. Vacations and Leave.

a. Executive may take vacations and other leave in accordance with the Bank’s policy for senior executives, or otherwise as approved by the Board.

b. In addition to paid vacations and other leave, the Board may grant Executive a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the Board, in its discretion, may determine.

8. Expense Payments and Reimbursements. The Bank will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank.

9. Automobile Allowance. During the term of this Agreement, the Bank will provide Executive with the use of an automobile, including insurance, maintenance and work-related fuel expenses, or, in the alternative and the sole discretion of the Bank, the Bank will provide Executive with an automobile allowance that approximates the expense of a Bank-provided automobile and related insurance, maintenance and fuel costs. Executive will comply with reasonable reporting and expense limitations on the use of such automobile as the Bank may establish from time to time, and the Bank shall annually include on Executive’s Form W-2 any income attributable to Executive’s personal use of the automobile.

10. Loyalty and Confidentiality.

a. During the term of this Agreement, Executive will devote all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement; provided, however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations that will not present any conflict of interest with the Bank or any of its subsidiaries or affiliates, unfavorably affect the performance of Executive’s duties pursuant to this Agreement, or violate any applicable statute or regulation. Executive will not engage in any business or activity contrary to the business affairs or interests of the Bank or any of its subsidiaries or affiliates.

b. Nothing contained in this Agreement will prevent or limit Executive’s right to invest in the capital stock or other securities or interests of any business dissimilar from that of the Bank, or, solely as a passive, minority investor, in any business.

c. Executive agrees to maintain the confidentiality of any and all information concerning the operation or financial status of the Bank; the names or addresses of any of its borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Bank or its subsidiaries or affiliates to which he may be exposed during the course of his employment. Executive further agrees that, unless required by law or specifically permitted by the Board in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally known to the public, nor will he use the information in any way other than for the benefit of the Bank.

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11. Termination and Termination Pay. Subject to Section 12 of this Agreement, Executive’s employment under this Agreement may be terminated in the following circumstances:

a. Death. Executive’s employment under this Agreement will terminate upon his death during the term of this Agreement, in which event Executive’s estate will receive the compensation due to Executive through the last day of the calendar month in which his death occurred.

b. Retirement. This Agreement will terminate upon Executive’s retirement under the retirement benefit plan or plans in which he participates pursuant to Section 6 of this Agreement or otherwise.

c. Disability.

i. The Board or Executive may terminate Executive’s employment after having determined Executive has a Disability. For purposes of this Agreement, “Disability” means a physical or mental infirmity that impairs Executive’s ability to substantially perform his duties under this Agreement and results in Executive becoming eligible for long-term disability benefits under any long-term disability plans of the Bank (or, if no such plans exists, that impairs Executive’s ability to substantially perform his duties under this Agreement for a period of one hundred eighty (180) consecutive days). The Board will determine whether or not Executive is and continues to be permanently disabled for purposes of this Agreement in good faith, based upon competent medical advice and other factors that the Board reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to physical or mental evaluations and tests as the Board or its medical experts deem reasonably appropriate.

ii. In the event of his Disability, Executive will no longer be obligated to perform services under this Agreement. The Bank will pay Executive, as Disability pay, an amount equal to seventy-five percent (75%) of Executive’s rate of base salary in effect as of the date of his termination of employment due to Disability. The Bank will make Disability payments on a monthly basis commencing on the first day of the month following the effective date of Executive’s termination of employment due to Disability and ending on the earlier of: (A) the date he returns to full-time employment at the Bank in the same capacity as he was employed prior to his termination for Disability; (B) his death; (C) his attainment of age 65 or (D) the date this Agreement would have expired had Executive’s employment not terminated by reason of Disability. The Bank will reduce Disability payments by the amount of any short- or long-term disability benefits payable to Executive under any other disability programs sponsored by the Bank. In addition, during any period of Executive’s Disability, the Bank will continue to provide Executive and his dependents, to the greatest extent possible, with continued coverage under all benefit plans (including, without limitation, retirement plans and medical, dental and life insurance plans) in which Executive and/or his dependent participated prior to his Disability on the same terms as if he remained actively employed by the Bank.

d. Termination for Cause.

i. The Board may, by written notice to Executive in the form and manner specified in this paragraph, immediately terminate his employment at any time for “Cause.” Executive shall have no right to receive compensation or other benefits for any period after termination for Cause, except for already vested benefits. Termination for

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Cause shall mean termination because of, in the good faith determination of the Board, Executive’s:

(1) Personal dishonesty;

(2) Incompetence;

(3) Willful misconduct;

(4) Breach of fiduciary duty involving personal profit;

(5) Intentional failure to perform stated duties under this Agreement;

(6) Willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflects adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or

(7) Material breach by Executive of any provision of this Agreement.

ii. Notwithstanding the foregoing, Executive’s termination for Cause will not become effective unless the Bank has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board, at a meeting of the Board called and held for the purpose of finding that, in the good faith opinion of the Board (after reasonable notice to Executive and an opportunity for Executive to be heard before the Board with counsel), Executive was guilty of the conduct described above and specifying the particulars of this conduct.

e. Voluntary Termination by Executive. In addition to his other rights to terminate under this Agreement, Executive may voluntarily terminate employment during the term of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon Executive’s voluntary termination, he will receive only his compensation, and vested rights and benefits to the date of his termination. Following his voluntary termination of employment under this Section 11(e), Executive will be subject to the restrictions set forth in Sections 11(g)(i) and 11(g)(ii) of this Agreement for a period of one (1) year from his termination date.

f. Without Cause or With Good Reason.

i. In addition to termination pursuant to Sections 11(a) through 11(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”).

ii. Subject to Section 12 of this Agreement, in the event of termination under this Section 11(f), Executive will receive his base salary and the value of employer contributions to benefit plans in which the Executive participated upon termination for the remaining term of the Agreement, paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the

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Bank during the same period. If the Bank cannot provide such coverage because Executive is no longer an employee, the Bank will provide Executive with comparable coverage on an individual policy basis or the cash equivalent.

iii. “Good Reason” exists if, without Executive’s express written consent, the Bank materially breaches any of its obligations under this Agreement. Without limitation, such a material breach will occur upon any of the following:

(1) A material reduction in Executive’s responsibilities or authority in connection with his employment with the Bank;

(2) Assignment to Executive of duties of a non-executive nature or duties for which he is not reasonably equipped by his skills and experience;

(3) Failure of Executive to be nominated or renominated to the Board to the extent Executive is a Board member prior to the Effective Date;

(4) A reduction in salary or benefits contrary to the terms of this Agreement, or, following a Change in Control as defined in Section 12 of this Agreement, any reduction in salary or material reduction in benefits below the amounts to which Executive was entitled to receive prior to the Change in Control;

(5) Termination of incentive and benefit plans, programs or arrangements, or reduction of Executive’s participation, to such an extent as to materially reduce their aggregate value below their aggregate value as of the Effective Date;

(6) A requirement that Executive relocate his principal business office or his principal place of residence outside of the area consisting of a twenty-five (25) mile radius from the current main office and any branch of the Bank, or the assignment to Executive of duties that would reasonably require such a relocation; or

(7) Liquidation or dissolution of the Bank.

iv. Notwithstanding the foregoing, a reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits, applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with law), will not constitute an event of Good Reason or a material breach of this Agreement, provided that benefits of the same type or to the same general extent as those offered under such plans prior to the reduction or elimination are not available to other officers of the Bank or any affiliate under a plan or plans in or under which Executive is not entitled to participate.

g. Continuing Covenant Not to Compete or Interfere with Relationships. Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 11(e) or 11(f):

i. Executive’s obligations under Section 10(c) of this Agreement will continue in effect; and

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ii. During the period ending on the first anniversary of such termination, Executive will not serve as an officer, director or employee of any bank holding company, bank, savings association, savings and loan holding company, mortgage company or other financial institution that offers products or services competing with those offered by the Bank from any office within thirty-five (35) miles from the main office or any branch of the Bank and, further, Executive will not interfere with the relationship of the Bank, its subsidiaries or affiliates and any of their employees, agents, or representatives.

h. To the extent Executive is a member of the Board on the date of termination of employment with the Bank, Executive will resign from the Board immediately following such termination of employment with the Bank. Executive will be obligated to tender this resignation regardless of the method or manner of termination, and such resignation will not be conditioned upon any event or payment.

12. Termination in Connection with a Change in Control.

a. For purposes of this Agreement, a “Change in Control” means any of the following events:

i. Merger: Northeast Community Bancorp, Inc. (the “Company”) merges into or consolidates with another entity, or merges another corporation into the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation;

ii. Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities, but this clause (ii) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

iii. Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the members) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

iv. Sale of Assets: The Company sells to a third party all or substantially all of its assets.

b. Termination. If within the period ending one year after a Change in Control, (i) the Bank terminates Executive’s employment Without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, the Bank will, within ten calendar days of the termination of Executive’s employment, make a lump-sum cash payment to him equal to three times Executive’s average “Annual Compensation” over the five (5) most recently completed calendar years, ending with the year immediately preceding the effective date of the Change in Control. “Annual Compensation” will include base salary and any other taxable income,

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including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, retirement benefits, director or committee fees and fringe benefits paid to Executive or accrued for Executive’s benefit. Annual Compensation will also include, profit sharing, employee stock ownership plan and other retirement contributions or benefits, including to any tax-qualified plan or arrangement (whether or not taxable) made or accrued on behalf of Executive for such year. The cash payment made under this Section 12(b) shall be made in lieu of any payment also required under Section 11(f) of this Agreement because of Executive’s termination of employment, however, Executive’s rights under Section 11(f) are not otherwise affected by this Section 12. Following termination of employment, executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage upon terms no less favorable than the most favorable terms provided to senior executives. If the Bank cannot provide such coverage because Executives no longer an employee, the Bank will provide Executive with comparable coverage on an individual basis or the cash equivalent. The medical, dental and life insurance coverage provided under this Section 12(b) shall cease upon the earlier of: (i) the Executive’s death; (ii) Executive’s employment by another employer other than one of which he is the majority owner; or (iii) thirty-six (36) months after his termination of employment.

c. The provisions of Section 12 and Sections 14 through 26, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this Agreement or one year following a Change in Control.

d. Notwithstanding anything in this Section 12 to the contrary, a “Change in Control” for purposes of this Agreement shall not include any corporate restructuring transaction by the Bank, including, but not limited to, a mutual to stock conversion, provided that the Board of Directors of the Bank immediately preceding such transaction constitutes at least a majority of the Board of Directors of the Bank after such transaction.

13. Indemnification and Liability Insurance.

a. Indemnification. The Bank agrees to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations against any and all expenses and liabilities reasonably incurs in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his service as a director or Executive of the Bank or any of its subsidiaries (whether or not he continues to be a director or Executive at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys’ fees and the costs of reasonable settlement (subject to Board approval), if the action is brought against Executive in his capacity as an Executive or director of the Bank or any of its subsidiaries. Indemnification for expenses will not extend to matters related to Executive’s termination for Cause. Notwithstanding anything in this Section 13(a) to the contrary, the Bank will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 13 will survive the term of this Agreement by a period of six (6) years.

b. Insurance. During the period for which the Bank must indemnify Executive, the Bank will provide Executive (and his heirs, executors, and administrators) with coverage under a directors’ and officers’ liability policy at the Bank’s expense, that is at least equivalent to the coverage provided to directors and senior executives of the Bank.

14. Reimbursement of Executive’s Expenses to Enforce this Agreement. The Bank will reimburse Executive for all out-of-pocket expenses, including, without limitation, reasonable attorneys’ fees,

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incurred by Executive in connection with his successful enforcement of the Bank’s obligations under this Agreement. Successful enforcement means the grant of an award of money or the requirement that the Bank take some specified action: (i) as a result of court order; or (ii) otherwise following an initial failure of the Bank to pay money or take action promptly following receipt of a written demand from Executive stating the reason that the Bank must make payment or take action under this Agreement.

15. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits Executive has the right to receive from the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12; the Bank will pay for the accountant’s opinion. If the Bank and/or Executive do not agree with the accountant’s opinion, the Bank will pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible to the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code. The Bank may also request, and Executive has the right to demand that the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. The Bank will promptly prepare and file the request for a ruling from the IRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to Executive’s approval prior to filing; Executive shall not unreasonably withhold his approval. The Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12, below zero.

16. Injunctive Relief. Upon a breach or threatened breach of Section 11(g) of this Agreement or the prohibitions upon disclosure contained in Section 10(c) of this Agreement, the parties agree that there is no adequate remedy at law for such breach, and the Bank shall be entitled to injunctive relief restraining Executive from such breach or threatened breach, but such relief shall not be the exclusive remedy for a breach of this Agreement. The parties further agree that Executive, without limitation, may seek injunctive relief to enforce the obligations of the Bank under this Agreement.

17. Successors and Assigns.

a. This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Bank which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Bank.

b. Since the Bank is contracting for the unique and personal skills of Executive, Executive shall not assign or delegate his rights or duties under this Agreement without first obtaining the written consent of the Bank.

18. No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

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19. Notices. All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, addressed to the Bank at their principal business offices and to Executive at his home address as maintained in the records of the Bank.

20. No Plan Created by this Agreement. Executive and the Bank expressly declare and agree that this Agreement was negotiated among them and that no provision or provisions of this Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any other law or regulation, and each party expressly waives any right to assert the contrary. Any assertion in any judicial or administrative filing, hearing, or process that an ERISA plan was created by this Agreement shall be deemed a material breach of this Agreement by the party making the assertion.

21. Amendments. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided.

22. Applicable Law. Except to the extent preempted by federal law, the laws of the State of New York shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.

23. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any one provision shall not affect the validity or enforceability of the other provision of this Agreement.

24. Headings. Headings contained in this Agreement are for convenience of reference only.

25. Entire Agreement. This Agreement, together with any modifications subsequently agreed to in writing by the parties, shall constitute the entire agreement among the parties with respect to the foregoing subject matter, other than written agreements applicable to specific plans, programs or arrangements described in Sections 5 and 6.

26. Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26, this Section 26 shall prevail.

a. The Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 7 of this Agreement.

b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may, in its discretion: (i) pay Executive all or part of the compensation withheld while their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended.

c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this

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contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

d. If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

e. All obligations of the Bank under this contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution: (i) by the Director of the OTS (or his designee) or the FDIC, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

f. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12 C.F.R. Section 545.121 and any rules and regulations promulgated thereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on                         , 2006.

ATTEST:	NORTHEAST COMMUNITY BANK
	By:
Witness		For the Entire Board of Directors
WITNESS:	EXECUTIVE
	By:

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EX-10.8

Exhibit 10.8

NORTHEAST COMMUNITY BANK

OUTSIDE DIRECTOR RETIREMENT PLAN

ARTICLE I

DEFINITIONS

Administrator means the Board of Directors of the Bank, which shall have the authority to manage and control the operation of this Plan as set forth in Article III of the Plan.

Bank means Northeast Community Bank, White Plains, New York.

Beneficiary means the individual or individuals designated by a Director to receive benefits in the event of his death.

Benefit Percentage means the applicable percentage of Director Fees used to calculate a Director’s benefit under Section 2.1 as determined under the following schedule:

Years of Service as a Director	Benefit Percentage
less than 10	0	%
10 but less than 15	50	%
15 but less than 20	75	%
20 or more	100	%

Notwithstanding anything in this Plan to the contrary, in the event a Director’s termination of service occurs (i) by reason of death while actively serving as a member of the Board or (ii) on or after the effective date of a Change in Control, the Director’s Benefit Percentage shall be calculated by using the greater of (i) actual Years of Service or (ii) ten (10) years. For purposes of this definition, a “year of service” shall mean each 12-month period of service completed by a Director, beginning with the date the Director commenced service as a member of the Board of Directors.

Cause means, with respect to a Director’s termination for Cause, removal as a result of the Director’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar infractions) or a final cease-and-desist order.

Change in Control means the occurrence of any one of the following events:

(1) Merger: Northeast Community Bancorp, Inc., the holding company for the Bank (the “Company”), merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

(2) Acquisition of Significant Share Ownership: The Company files, or is required to file, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner(s) of 25% or more of a class of the Company’s voting securities, but this clause (2) shall not apply to beneficial ownership of Company voting shares held in a

fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities.

(3) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (3), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds ( ²/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(4) Sale of Assets: The Company sells to a third party all or substantially all of its assets.

Notwithstanding anything in this Plan to the contrary, in no event shall the reorganization of the Bank into the mutual holding company form of organization or the conversion of the Bank to the full stock holding company form of organization (including the elimination of the mutual holding company) constitute a “Change in Control” for purposes of this Plan.

Director means a member of the Board of Directors of the Bank serving as of the Effective Date. The Board may, in its sole discretion, designate any new member of the Board of Directors as a Director for purposes of this Plan.

Director Fees means, for each Director, the cash remuneration for services as a director (inclusive of any periodic retainers and attendance fees for regularly scheduled meetings but exclusive of fees paid for special meetings or for attending committee meetings) paid to that Director by the Bank or any parent or subsidiary of the Bank during the twelve completed calendar months preceding termination of service as a Director.

Effective Date means January 1, 2006.

Plan means this Northeast Community Bank Outside Director Retirement Plan.

Total Disability means a physical or mental condition which, in the opinion of a physician acceptable to the Bank, precludes a Director from continuing to serve as a Director.

Vested Percentage means the percentage of the benefit under Section 2.1 to which a Director is entitled at termination of service as determined in accordance with the following schedule:

Completed Years of Service Following the Effective Date	Vested Percentage
less than 1	0	%
1	20	%
2	40	%
3	60	%
4	80	%
5 or more	100	%

Notwithstanding anything in this Plan to the contrary, a Director who terminates service by reason of death, Total Disability or following the occurrence of a Change in Control shall have a Vested Percentage

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of hundred percent (100%). For purposes of this definition, a “year of service” shall mean each 12-month period of service completed by a Director after the Effective Date.

ARTICLE II

BENEFITS

2.1 Director Benefits. Upon a Director’s termination of service (the “Termination Date”), other than upon removal for Cause, the Director shall be entitled to receive an amount determined by applying the following formula:

Director Benefit = (Director Benefit Percentage x Director Fees) x Director Vested Percentage

Except as otherwise provided for herein, the benefit under this Section 2.1 shall be paid to the Director (or, if applicable, the Director’s designated Beneficiary) for one hundred and twenty (120) consecutive months immediately following the month in which the Termination Date occurs. In the event the Director’s death occurs after the commencement of monthly benefit payments, any remaining installments shall be paid to the Director’s designated Beneficiary beginning in the month immediately following the date of death. In the event the Director’s Termination Date occurs on or after the effective date of a Change in Control, the benefit under this Section 2.1 shall be paid in a lump sum amount that is actuarially equivalent to the Director’s monthly benefit. In determining the lump sum amount, the Administrator shall use the same interest rate used by the Bank under FAS 87 to compute its liability with respect to the Plan. The lump sum payment shall be made to the Director (or the Director’s designated Beneficiary) not later than ten (10) days after the effective date of the Change in Control.

Section 2.2 Removal for Cause. Notwithstanding anything in this Plan to the contrary, no benefit shall be payable under this Plan to a Director who is removed as a Director of the Bank or any affiliate of the Bank for Cause.

ARTICLE III

ADMINISTRATION

Section 3.1 Administration of Plan. The Administrator shall have complete responsibility for the administration of this Plan. The Administrator shall have full power and authority to adopt rules and regulations for the administration of this Plan; provided, however, that such rules and regulations are not inconsistent with the provisions of this Plan.

Section 3.2 Delegation of Responsibility. The Administrator may delegate duties involved in the administration of this Plan to such person or persons whose services are deemed by it to be necessary or convenient.

Section 3.3 Payment of Benefits. The amounts payable as benefits under this Plan shall be paid solely from the general assets of the Bank. No Director shall have any interest in any specific assets of the Bank under the terms of this Plan. This Plan shall not be considered to create an escrow account, trust fund or other funding arrangement of any kind or a fiduciary relationship between any Director and the Bank. The Bank’s obligations under this Plan are purely contractual and shall not be funded or secured in any way.

Section 3.4 Construction of Plan. The Bank shall have the power to construe the Plan and to determine all questions of fact or law arising under the Plan. It may correct any defect, supply any omission or reconcile any inconsistency in the Plan in such manner and to such extent as it may deem appropriate.

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Section 3.5 Designation of Beneficiaries. Each Director shall designate a Beneficiary and a contingent Beneficiary to whom death benefits due under the Plan at the date of his death shall be paid. If any Director fails to designate a Beneficiary or if the designated Beneficiary predeceases any director, death benefits due under the Plan at that Director’s death shall be paid to his contingent Beneficiary or, if none, to the deceased Director’s surviving spouse, if any, and, if none, to the deceased Director’s estate.

ARTICLE IV

AMENDMENT OR TERMINATION OF PLAN

Section 4.1 Termination. The Bank may terminate this Plan at any time. The Bank shall treat all Directors as if they had ceased being a Director on the effective date of the termination of this Plan and shall pay to each such Director monthly amounts determined in accordance with Article 2 and based on their Benefit Percentages, Vested Percentages and the rate of Director Fees in effect on the date on which this Plan is terminated.

Section 4.2 Amendment. The Bank may amend the provisions of this Plan at any time; provided, however, that no amendment shall adversely affect the rights of Directors or their Beneficiaries with respect to the amounts payable had this Plan terminated immediately prior to the amendment.

ARTICLE V

MISCELLANEOUS

Section 5.1 Successors. This Plan shall be binding upon the successors of the Bank.

Section 5.2 Duration of Plan. Subject to Section 4.1 of this Plan, this Plan shall terminate on the date on which each Director’s benefits have been distributed in full pursuant to the terms of this Plan.

Section 5.3 Governing Law. This Plan shall be construed and interpreted pursuant to, and in accordance with, the laws of the State of New York, except to the extent that federal law applies.

Section 5.4 Non-Alienation. No Director or his Beneficiary shall have any right to anticipate, pledge, alienate or assign any of his rights under this Plan, and any effort to do so shall be null and void. The benefits payable under this Plan shall be exempt from the claims of creditors or other claimants and from all orders, decrees, levies and executions and any other legal process to the fullest extent that may be permitted by law.

Section 5.5 Gender and Number. Words in one (1) gender shall be construed to include the other genders where appropriate; words in the singular or plural shall be construed as being in the plural or singular where appropriate.

Section 5.6 Headings. The headings in this Plan are solely for convenience of reference and shall not affect its interpretation.

Section 5.7 Disclaimer. The Bank makes no representations or assurances and assumes no responsibility as to the performance by any parties, solvency, compliance with state and federal securities regulation or state and federal tax consequences of this Plan or participation therein. It shall be the responsibility of the respective Directors to determine such issues or any other pertinent issues to their own satisfaction.

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Section 5.8 Disclaimer. The Bank makes no representations or assurances and assumes no responsibility as to the performance by any parties, solvency, compliance with state and federal securities regulation or state and federal tax consequences of this Plan or participation therein. It shall be the responsibility of the respective Directors to determine such issues or any other pertinent issues to their own satisfaction.

Section 5.9 Section 409A Compliance. This Plan shall be interpreted in accordance with, and shall comply in form and operation with, Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, the Board of Directors of the Bank may adopt such amendments to the Plan or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Board of Directors of the Bank determines are necessary or appropriate to (a) exempt the benefits under the Plan from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided for under the Plan, or (b) comply with the requirements of Section 409A (including, without limitation, any related Department of Treasury guidance).

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EX-10.9

Exhibit 10.9

NORTHEAST COMMUNITY BANK

DIRECTORS’ DEFERRED COMPENSATION PLAN

The Northeast Community Bank Directors’ Deferred Compensation Plan (as it may be amended from time to time, the “Plan”) has been adopted by Northeast Community Bank, a federally-chartered financial institution (the “Bank”), effective as of                     , 2006 (the “Effective Date”), for the benefit of its eligible directors.

ARTICLE I

DEFINITIONS

Account means the bookkeeping account created by the Bank pursuant to Article III of this Plan in accordance with an election by a Director to receive deferred compensation under Article II hereof.

Board means the Board of Directors of the Bank.

Change in Control means any change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as described in Section 409A(a)(2)(A)(v) of the Code or any other “Change in Control Event” as defined in accordance with Department of Treasury guidance promulgated pursuant to Section 409A, including, without limitation, Notice 2005-1 and such other interpretive guidance as may be issued after the Effective Date.

Code means the Internal Revenue Code of 1986, as amended.

Deferral Election Form shall have the meaning set forth in Section 2.3.

Deferred Fee Account means the bookkeeping account created by the Bank for each participating Director pursuant to Article III of this Plan.

Deferred Fees shall have the meaning set forth in Section 3.1.

Director means a member of the Board of Directors of the Bank or any of its affiliates.

Disabled shall mean a Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Board shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Director is Disabled, and shall make such determination consistent with Section 409A of the Code.

Effective Date shall have the meaning set forth in the recitals hereto.

Fees mean amounts payable to a Director for serving as a member of the Board or the Board of Directors of any affiliate of the Bank, including without limitation any: (a) annual or other periodic retainer payments; (b) fees payable for meeting attendance; (c) fees payable for committee membership; and (d) fees payable for Board or committee chairmanship.

Interest means simple interest credited to a Director’s Deferred Fee Account as of each Interest Credit Date. The rate of Interest shall be equal to the prevailing rate payable by the Bank on its 60 month certificate of deposit as of the Interest Credit Date.

Interest Credit Date means the first business day of each calendar year as of which Interest is credited to each Director’s Account.

Plan Year means the calendar year.

Section 409A means Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, Notice 2005-1 and any regulations or other interpretive guidance that may be issued after the Effective Date.

Separation from Service of a Director means his or her “separation from service,” with respect to the Bank, within the meaning of Section 409A(a)(2)(A)(i) of the Code, as determined by the Secretary of the Treasury. The Board shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Director has had a “Separation from Service,” and the date of such “Separation from Service.”

Unforeseeable Emergency means a severe financial hardship to the Director resulting from an illness or accident of the Director, the Director’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Director, loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director. The Board shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Director has experienced an “Unforeseeable Emergency,” and shall make such determination consistent with Section 409A of the Code.

ARTICLE II

ELECTION TO DEFER

Section 2.1 Initial Elections. A Director may elect, on or before December 31 of any Plan Year, to defer payment of all or a specified part of all Fees earned during the Plan Year following such election (and, to the extent set forth in Section 2.2, in any succeeding Plan Years until the Director ceases to be a Director); provided, however, that with respect to the first Plan Year a Director may elect, within thirty (30) days after the Effective Date, to defer all or a specified part of all Fees payable with respect to services rendered after the date of the Director’s initial election. Any person who shall become a Director during any Plan Year, and who was not a Director of the Bank on the preceding December 31, may elect, no later than thirty (30) days after the Director’s term begins, to defer payment of all or a specified part of such Fees payable with respect to services rendered during the remainder of such Plan Year (and, to the extent set forth in Section 2.2, for any succeeding Plan Years until the Director ceases to be a Director). Any Fees deferred pursuant to this Paragraph shall be paid to the Director at the time(s) and in the manner specified in Article IV hereof, as designated by the Director.

Section 2.2 Subsequent Elections. With respect to Plan Years following Plan Year 2006, if a Director fails to submit a Deferral Election Form by December 31 of the Plan Year immediately prior to such Plan Year, the amount of the deferral election for such Plan Year shall be zero; provided, however, that, to the extent permitted by Section 409A, a Deferral Election Form may provide that the election shall continue from Plan Year to Plan Year unless the Director terminates it by written request delivered to the Bank’s Secretary prior to the commencement of the Plan Year for which the termination is first effective.

Section 2.3 Deferral Election Form. The election to participate in the Plan and form of payment election shall be made by submitting a deferral election form in substantially the form attached hereto as Exhibit A (as it may be revised from time to time, the “Deferral Election Form”) to the Bank’s Secretary.

Section 2.4 Limitations on Re-Deferrals. In the event that a Deferral Election Form permits, upon a subsequent election by the Director to delay a distribution, or to change the form of distribution, such subsequent election shall satisfy the requirements of Section 409A (including, without limitation, Section 409A(a)(4)(C) of the Code), and:

(a) the subsequent election may not take effect until at least twelve (12) months after the date on which the election is made;

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(b) If the subsequent election relates to a distribution or payment not described in Section 4.1(b), (c) or (f), the first payment with respect to such election shall be deferred for a period of not less than five (5) years from the date such distribution or payment otherwise would have been made; and

(c) If the subsequent election relates to a distribution or payment described in Section 4.1(d), such election may not be made less than twelve (12) months prior to the date of the first scheduled distribution or payment under Section 4.1(d).

ARTICLE III

DEFERRED COMPENSATION ACCOUNTS

Section 3.1 Bookkeeping Accounts. The Bank shall maintain separate bookkeeping accounts for the Fees deferred by each Director (the “Deferred Fees”). A Director shall at all times be fully vested in amounts credited to such account.

Section 3.2 Deferred Fee Account.

(a) As of the date that any Deferred Fees would otherwise have been payable to a Director, the Bank shall credit the Director’s Deferred Fee Account with the aggregate value of the Fees that the Director elects to be deemed to be invested in such Deferred Fee Account.

(b) As of each Interest Credit Date, the balance of each Director’s Deferred Fee Account shall be credited with Interest.

Section 3.3 Unsecured General Creditor; Fund. Deferred Fees and any deemed earnings with respect thereto shall be held in the general assets of the Bank and no separate fund or trust shall be created or monies set aside with respect to the Account. To the extent that any person acquires a right to receive distributions from the Bank under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Bank. Notwithstanding the foregoing, the Board, in its discretion, may elect to establish a fund (the “Fund”) containing assets equal to the amounts credited to Directors’ Accounts, and may elect in its discretion to designate a trustee to hold the Fund in trust; provided, however, that such Fund shall remain a general asset of the Bank subject to the rights of creditors of the Bank in the event of the Bank’s bankruptcy or insolvency as defined in any such trust.

ARTICLE IV

PAYMENT OF DEFERRED COMPENSATION

Section 4.1 Distributions. Subject to Sections 4.1(a)-(f) and 4.2, amounts credited to a Director’s Deferred Fee Account shall be distributed as the Director’s election (made pursuant to Section 2.3) shall provide. Notwithstanding the foregoing, all amounts credited to a Director’s Deferred Fee Account shall be distributed in accordance with the requirements of Section 409A (including, without limitation, Section 409A(a)(2) of the Code), and shall not be distributed earlier than:

(a) The date of the Director’s Separation from Service;

(b) The date the Director becomes Disabled;

(c) The date of the Director’s death;

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(d) A time (or pursuant to a fixed schedule) specified under the Deferral Election Form at the date of the deferral of compensation;

(e) To the extent provided by the Secretary of the Treasury, a Change in Control; or

(f) The occurrence of an Unforeseeable Emergency with respect to the Director. The requirement of this Section 4.1(f) shall be met only if, as determined under Treasury Regulations under Section 409A(a)(2)(B)(ii) of the Code, the amounts distributed with respect to the Unforeseeable Emergency do not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Director’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

Section 4.2 Form of Distribution. All distributions from the Plan shall be paid in cash.

Section 4.3 Payment of Interest. At the time of each installment payment or lump sum payment made pursuant to Section 4.1, Interest which has been deemed to have accrued since the previous Interest Credit Date shall be paid with respect to each applicable Director’s Deferred Fee Account. Interest shall be calculated using the methodology set forth in Section 3.2.

Section 4.4 Beneficiary Designation. Each Director shall have the right to designate a beneficiary who is to succeed to his or her right to receive payments hereunder in the event of death. Except as may otherwise be provided in any Deferral Election Form, in the event of the Director’s death, the balance of the amounts contained in the Director’s Deferred Fee Account shall be paid, in accordance with Section 4.1, to the Director’s or former Director’s beneficiary (or if no beneficiary has been designated, to his estate) in full on the first day of the Plan Year following the Plan Year in which he or she dies. No designation of beneficiary or change in beneficiary shall be valid unless it is in writing signed by the Director and filed with the Bank’s Secretary.

ARTICLE V

ADMINISTRATION; AMENDMENT

Section 5.1 Administration. The Plan shall be administered by the Board. The Board may delegate certain administrative authority to a committee or subcommittee of the Board or to one or more employees of the Bank, but shall retain the ultimate responsibility for the interpretation of, and amendments to, the Plan. Members of the Board shall not be liable for any of their actions or determinations made in good faith with respect to the administration of the Plan. Except to the extent superseded by the laws of the United States, the laws of the State of New York, without regard to its conflict of laws principles, shall govern in all matters relating to the Plan. All expenses related to plan administration shall be paid by the Bank. All decisions made by the Board with respect to issues hereunder shall be final and binding on all parties.

Section 5.2 Nonassignability. Except to the extent required by law, the right of any Director or any beneficiary to any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Director or beneficiary, and any such benefit or payment shall not be subject to alienation, sale, transfer, assignment or encumbrance.

Section 5.3 Amendment. The Plan may be amended, suspended or terminated in whole or in part from time to time by the Board; provided, however, that no amendment, suspension, or termination shall apply to the payment to any Director or beneficiary of a deceased Director of any amounts previously credited to a Director’s Deferred Fee Account.

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Section 5.4 Section 409A Compliance. The Plan and Deferral Election Form shall be interpreted in accordance with, and shall comply in form and operation with, Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, the Board may adopt such amendments to the Plan and the applicable Deferral Election Form or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (a) exempt the deferral from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the deferral, or (b) comply with the requirements of Section 409A (including, without limitation, any related Department of Treasury guidance).

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EXHIBIT A

Northeast Community Bank

Directors’ Deferred Compensation Plan

Deferral Election Form

SEND COMPLETED FORM TO:

Initial Enrollment:	(complete Sections 1, 2, 3 & 4)
Change Beneficiary:	(complete Sections 3 & 4)

Social Security Number Last Name First Name MI

Mailing Address City State Zip Code Daytime Telephone

Section 409A: I understand that, notwithstanding any other provision of the Northeast Community Bank Directors’ Deferred Compensation Plan (as it may be amended from time to time, the “Plan”) or this Deferral Election Form, the Plan and this Deferral Election Form shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). I further understand that the Board (as defined in the Plan) may, in its discretion, adopt such amendments to the Plan and this Deferral Election Form or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Board determines are necessary or appropriate to comply with the requirements of Section 409A. Finally, I understand that the time or schedule of distributions that I elect pursuant to Section 2, below, may not be accelerated except as otherwise permitted by Section 409A.

SECTION 1: DEFERRAL ELECTION

Pursuant to the Plan, I hereby elect to defer receipt of Fees (as defined in the Plan) that would otherwise become payable to me after                     , 2006 with respect to the 2006 calendar year and each subsequent calendar year in the percentages indicated below (whole number percentages only):

            % of the aggregate Fees shall be credited to my Deferred Fee Account as defined in the Plan;

            % of the aggregate Fees shall not be deferred, but shall be paid to me directly as they become payable.

I understand that this election will remain in effect with respect to the deferral of my Fees, unless and until I submit a new election form by December 31 of the current calendar year to change my deferral election for the next calendar year. I further understand that Fee deferrals will be credited to my Deferred Fee Account under the Plan and that my rights to my Deferred Fee Account are unfunded and unsecured and are no greater than the rights of an unsecured general creditor of the Bank.

SECTION 2: ACCOUNT DISTRIBUTION

I elect to commence receiving distributions from my Deferred Fee Account in accordance with the following election (select one):

¨ in a lump sum payable on the first business day of the first calendar year beginning after the date I resign or otherwise experience a Separation from Service (as defined in the Plan).

¨ in annual installments over a period of              years (not less than 2 or more than 10) beginning on the first business day of the first calendar year beginning after the date I resign or otherwise experience a Separation from Service (as defined in the Plan).

In addition to the foregoing election, you may also make a special election that applies only in the event of a Change in Control (as defined in the Plan) and supercedes all other elections. If you do not make the special election, your Deferred Fee Account will be distributed in accordance with the regular election in effect at your Separation from Service.

¨ Notwithstanding any other provision of this Deferral Election Form or any election I have made to the contrary, to the extent permitted by the Secretary of the Treasury pursuant to Section 409A, I elect to have my Deferred Fee Account automatically and fully distributed to me, in one lump sum immediately following the occurrence of a Change in Control.

SECTION 3: BENEFICIARY DESIGNATION

If you die before you receive full payment of your Deferred Fee Account, the amount remaining in your Deferred Fee Account will be paid in a lump sum to your Beneficiary designated in this Section 3:

Social Security Number Last Name First Name MI

Mailing Address City State Zip Code Daytime Telephone

SECTION 4: AUTHORIZATION

I agree that my successors in interest and my assigns and all persons claiming under me shall, to the extent consistent with applicable law, be bound by the statements contained herein and by the provisions of the Plan as they now exist and as they may be amended from time to time. I have read and understand this form and hereby authorize the Bank to take all actions indicated on this form.

Date Director’s Signature

This section for Bank use only.
Date approved	By:

2

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use of our report dated February 17, 2006, except for Note 15, as to which the date is February 23, 2006, on the financial statements of Northeast Community Bank (the “Bank”) as of December 31, 2005, and for the year then ended, in the Registration Statement on Form S-1 and the Holding Company Application on Form H-(e)1-S filed by Northeast Community Bancorp, Inc. and in the Notice of Mutual Holding Company Reorganization on Form MHC-1 and Application for Approval of Minority Stock Issuance on Form MHC-2 filed by the Bank, all relating to the mutual holding company reorganization of the Bank. We further consent to the reference to our firm under the headings “Legal and Tax Opinions” and “Experts” in the Prospectus.

Beard Miller Company LLP

Pine Brook, New Jersey

March 16, 2006

EX-23.3

Exhibit 23.3

[LETTERHEAD OF SPERRY, CUONO, HOLGATE & CHURCHILL, C.P.A.’S P.C.]

Consent of Independent Public Accounting Firm

We consent to the use, in this Registration Statement on Form S-1 of our report dated February 23, 2006, on the consolidated financial statements of Northeast Community Bank as of December 31, 2004 and for each of the years in the two year period ended December 31, 2004, appearing in the Prospectus, which is a part of this Registration Statement on Form S-1. We further consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Sperry, Cuono, Holgate & Churchill, C.P.A.’s P.C.

Lake Katrine, New York

March 13, 2006

EX-23.4

Exhibit 23.4

RP^® FINANCIAL, LC.

Financial Services Industry Consultants

March 17, 2006

Board of Directors

Northeast Community Bank

325 Hamilton Avenue

White Plains, New York 10601

Members of the Board of Directors:

We hereby consent to the use of our firm’s name in the Form MHC-1, Form MHC-2, and any amendments thereto to be filed with Office of Thrift Supervision, and in the Registration Statement on Form S-1, and any amendments thereto to be filed with the Securities and Exchange Commission. We also hereby consent to the inclusion of, summary of and references to our Valuation Appraisal Report and any Valuation Appraisal Report Updates in such filings including the prospectus of Northeast Community Bancorp, Inc. and to the reference to our firm under the heading “Experts” in the prospectus.

Sincerely,

/s/  RP Financial, L.C.

RP^® FINANCIAL, LC.

Washington Headquarters
Rosslyn Center	Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210	Fax No.: (703) 528-1788
Arlington, VA 22209	Toll-Free No.: (866) 723-0594

EX-24.1

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kenneth A. Martinek, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities to sign any or all amendments to the Form MHC-1, Notice of Mutual Holding Company Reorganization, and Form MHC-2, Application for Approval of a Minority Stock Issuance by a Savings Association Subsidiary of a Mutual Holding Company (collectively, the “Applications”) by Northeast Community Bank or Northeast Community Bancorp, Inc., and the Registration Statement on Form S-1 by Northeast Community Bancorp, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Office of Thrift Supervision (the “OTS”) or the U.S. Securities and Exchange Commission, respectively, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or their substitute or substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of Part 563b of the OTS Rules and Regulations and the Securities Act of 1933, as amended, and any rules and regulations promulgated thereunder, the foregoing Powers of Attorney prepared in conjunction with the Applications and the Registration Statement on Form S-1 have been duly signed by the following persons in the capacities and on the dates indicated.

NAME	DATE
/s/ Kenneth A. Martinek Kenneth A. Martinek	March 17, 2006
President, Chief Executive Officer and Director
(principal executive officer)
Northeast Community Bancorp, Inc.
President, Chief Executive Officer and Director
(principal executive officer)
Northeast Community Bank
/s/ Salvatore Randazzo Salvatore Randazzo	March 17, 2006
Chief Financial Officer, Treasurer and Director
(principal financial and accounting officer)
Northeast Community Bancorp, Inc.
Executive Vice President, Chief Financial Officer and Director
(principal financial and accounting officer)
Northeast Community Bank

/s/ Diane B. Cavanaugh Diane B. Cavanaugh	March 17, 2006
Director
Northeast Community Bancorp, Inc.
Director
Northeast Community Bank
/s/ Arthur M. Levine Arthur M. Levine	March 17, 2006
Director
Northeast Community Bancorp, Inc.
Director
Northeast Community Bank
/s/ Charles A. Martinek Charles A. Martinek	March 17, 2006
Director
Northeast Community Bancorp, Inc.
Director
Northeast Community Bank
/s/ Harry (Jeff) A.S. Read Harry (Jeff) A.S. Read	March 17, 2006
Director
Northeast Community Bancorp, Inc.
Director
Northeast Community Bank
/s/ Linda M. Swan Linda M. Swan	March 17, 2006
Director
Northeast Community Bancorp, Inc.
Director
Northeast Community Bank

/s/ Kenneth H. Thomas Kenneth H. Thomas	March 17, 2006
Director
Northeast Community Bancorp, Inc.
Director
Northeast Community Bank

EX-99.1

Exhibit 99.1

PRO FORMA VALUATION REPORT

MUTUAL HOLDING COMPANY

STOCK OFFERING

NORTHEAST COMMUNITY BANK

White Plains, New York

Dated As Of:

March 3, 2006

Prepared By:

RP^® Financial, LC.

1700 North Moore Street

Suite 2210

Arlington, Virginia 22209

RP^® FINANCIAL, LC.

Financial Services Industry Consultants

March 3, 2006

Board of Directors

Northeast Community Bank

325 Hamilton Avenue

White Plains, New York 10601

Members of the Board of Directors:

At your request, we have completed and hereby provide an independent appraisal (“Appraisal”) of the estimated pro forma market value of the common stock which is to be offered in connection with the mutual-to-stock conversion transaction described below.

This Appraisal is furnished pursuant to the conversion regulations promulgated by the Office of Thrift Supervision (“OTS”). Specifically, this Appraisal has been prepared in accordance with the “Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization” as set forth by the OTS, and applicable regulatory interpretations thereof.

Description of Plan of Reorganization and Stock Issuance

The Board of Directors of Northeast Community Bank (“Northeast Community” or the “Bank”) adopted a plan of reorganization and stock issuance on February 23, 2006, pursuant to which Northeast Community will reorganize into a mutual holding company structure. As part of the plan of reorganization, Northeast Community will convert from a federally-chartered mutual savings bank to a federally-chartered stock savings bank and will become a wholly-owned subsidiary of Northeast Community Bancorp, Inc. (“Northeast Community Bancorp” or the “Company”), a federally-chartered mid-tier holding corporation, and Northeast Community Bancorp will issue a majority of its common stock to Northeast Community Bancorp, MHC (the “MHC”), a federally-chartered mutual holding company, and sell a minority of its common stock to the public. It is anticipated that the public shares will be offered in a subscription offering to the Bank’s Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans including the employee stock ownership plan (the “ESOP”), Supplemental Eligible Account Holders and Other Members, as such terms are defined for purposes of applicable federal regulatory requirements governing mutual-to-stock conversions. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale in a community offering.

Washington Headquarters
Rosslyn Center	Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210	Fax No.: (703) 528-1788
Arlington, VA 22209	Toll-Free No.: (866) 723-0594
www.rpfinancial.com	E-Mail: mail@rpfinancial.com

Board of Directors

March 3, 2006

Page 2

The aggregate amount of stock sold by the Company cannot exceed the appraised value of the Bank. Immediately following the offering, the primary assets of the Company will be the capital stock of the Bank and the net offering proceeds remaining after contributing proceeds to the Bank in exchange for 100% of the capital stock of the Bank. The Company will contribute at least 50% of the net offering proceeds in exchange for the Bank’s capital stock. The remaining net offering proceeds, retained at the Company, will be used to fund a loan to the ESOP and as general working capital.

RP^® Financial, LC.

RP^® Financial, LC. (“RP Financial”) is a financial consulting firm serving the financial services industry nationwide that, among other things, specializes in financial valuations and analyses of business enterprises and securities, including the pro forma valuation for savings institutions converting from mutual-to-stock form. The background and experience of RP Financial is detailed in Exhibit V-1. We believe that, except for the fee we will receive for our appraisal, we are independent of the Bank and the other parties engaged by Northeast Community Bank to assist in the corporate reorganization and minority stock issuance process.

Valuation Methodology

In preparing our appraisal, we have reviewed the Bank’s, the Company’s and MHC’s regulatory applications, including the prospectus as filed with the OTS and the Securities and Exchange Commission (“SEC”). We have conducted a financial analysis of the Bank that has included due diligence related discussions with Northeast Community’s management; Beard Miller Company LLP, the Bank’s independent auditor; Muldoon Murphy & Aguggia LLP, Northeast Community’s conversion counsel; and Sandler O’Neill & Partners, L.P., which has been retained as the financial and marketing advisor in connection with the Bank’s stock offering. All conclusions set forth in the Appraisal were reached independently from such discussions. In addition, where appropriate, we have considered information based on other available published sources that we believe are reliable. While we believe the information and data gathered from all these sources are reliable, we cannot guarantee the accuracy and completeness of such information.

We have investigated the competitive environment within which Northeast Community operates and have assessed the Bank’s relative strengths and weaknesses. We have monitored all material regulatory and legislative actions affecting financial institutions generally and analyzed the potential impact of such developments on Northeast Community and the industry as a whole to the extent we were aware of such matters. We have analyzed the potential effects of the stock conversion on the Bank’s operating characteristics and financial performance as they relate to the pro forma market value of Northeast Community Bancorp. We have reviewed the economy and demographic characteristics of the primary market area in which the Bank currently operates. We have compared Northeast Community’s financial performance and condition with publicly-traded thrift institutions evaluated and selected in accordance with the Valuation Guidelines, as

Board of Directors

March 3, 2006

Page 3

well as all publicly-traded thrifts and thrift holding companies. We have reviewed conditions in the securities markets in general and the markets for thrifts, thrift holding companies and mutual holding companies including mutual holding company offerings.

The Appraisal is based on Northeast Community’s representation that the information contained in the regulatory applications and additional information furnished to us by the Bank and its independent auditors, legal counsel, investment bankers and other authorized agents are truthful, accurate and complete. We did not independently verify the financial statements and other information provided by the Bank, or its independent auditors, legal counsel, investment bankers and other authorized agents nor did we independently value the assets or liabilities of the Bank. The valuation considers Northeast Community only as a going concern and should not be considered as an indication of the Bank’s liquidation value.

Our appraised value is predicated on a continuation of the current operating environment for the Bank, the MHC and the Company and for all thrifts and their holding companies. Changes in the local and national economy, the federal and state legislative and regulatory environments for financial institutions and mutual holding companies, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability, and may materially impact the value of thrift stocks as a whole or the Bank’s value alone. It is our understanding that there are no current plans for pursuing a second-step conversion or for selling control of the Company or the Bank following the offering. To the extent that such factors can be foreseen, they have been factored into our analysis.

The estimated pro forma market value is defined as the price at which the Company’s stock, immediately upon completion of the offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.

Valuation Conclusion

It is our opinion that, as of March 3, 2006, the estimated aggregate pro forma market value of the shares to be issued immediately following the offering, both shares issued publicly as well as to the MHC, was $100,000,000 at the midpoint, equal to 10,000,000 shares issued at a per share value of $10.00. Pursuant to conversion guidelines, the 15% valuation range indicates a minimum value of $85,000,000 and a maximum value of $115,000,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 8,500,000 shares at the minimum of the valuation range and 11,500,000 total shares outstanding at the maximum of the valuation range. In the event that the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a supermaximum value of $132,250,000 without a resolicitation. Based on the $10.00 per share offering price, the supermaximum value would result in total shares outstanding of 13,225,000. The Board of Directors has established a public offering range such that the public ownership of the Company will constitute a 45.0% ownership interest of the Company. Accordingly, the

Board of Directors

March 3, 2006

Page 4

offering range to the public of the minority stock will be $38,250,000 at the minimum, $45,000,000 at the midpoint, $51,750,000 at the maximum and $59,512,500 at the supermaximum.

Limiting Factors and Considerations

The valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock. Moreover, because such valuation is determined in accordance with applicable OTS regulatory guidelines and is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the conversion will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value thereof. The appraisal reflects only a valuation range as of this date for the pro forma market value of Northeast Community Bancorp immediately upon issuance of the stock and does not take into account any trading activity with respect to the purchase and sale of common stock in the secondary market on the date of issuance of such securities or at anytime thereafter following the completion of the public stock offering.

The valuation prepared by RP Financial in accordance with applicable OTS regulatory guidelines was based on the financial condition and operations of Northeast Community as of December 31, 2005, the date of the financial data included in the prospectus.

RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities. RP Financial maintains a policy which prohibits RP Financial, its principals or employees from purchasing stock of its financial institution clients.

The valuation will be updated as provided for in the OTS conversion regulations and guidelines. These updates will consider, among other things, any developments or changes in the financial performance and condition of Northeast Community, management policies, and current conditions in the equity markets for thrift stocks, both existing issues and new issues. These updates may also consider changes in other external factors which impact value including, but not limited to: various changes in the federal and state legislative and regulatory environments for financial institutions, the stock market and the market for thrift stocks, and interest rates. Should any such new developments or changes be material, in our opinion, to the valuation of the shares, appropriate adjustments to the estimated pro forma market value will be

Board of Directors

March 3, 2006

Page 5

made. The reasons for any such adjustments will be explained in the update at the date of the release of the update.

Respectfully submitted,

RP^® FINANCIAL, LC.

/s/ William E. Pommerening

William E. Pommerening

Chief Executive Officer and Managing Director

/s/ Gregory E. Dunn

Gregory E. Dunn

Senior Vice President

RP^® Financial, LC.

TABLE OF CONTENTS

NORTHEAST COMMUNITY BANK

White Plains, New York

DESCRIPTION	PAGE NUMBER
CHAPTER ONE                     OVERVIEW AND FINANCIAL ANALYSIS
Introduction	1.1
Plan of Reorganization and Stock Issuance	1.1
Strategic Overview	1.2
Balance Sheet Trends	1.5
Income and Expense Trends	1.9
Interest Rate Risk Management	1.12
Lending Activities and Strategy	1.13
Asset Quality	1.15
Funding Composition and Strategy	1.16
Sale of Land and Development Rights	1.17
Legal Proceedings	1.17
CHAPTER TWO                     MARKET AREA
Introduction	2.1
Market Area Demographics	2.2
National Economic Factors	2.4
Regional Economy	2.9
Market Area Deposit Characteristics and Trends	2.11
Competition	2.13
CHAPTER THREE                 PEER GROUP ANALYSIS
Peer Group Selection	3.1
Basis of Comparison	3.2
Northeast Community’s Peer Group	3.3
Financial Condition	3.6
Income and Expense Components	3.9
Loan Composition	3.13
Interest Rate Risk	3.15
Credit Risk	3.15
Summary	3.18

RP^® Financial, LC.

TABLE OF CONTENTS

NORTHEAST COMMUNITY BANK

White Plains, New York

(continued)

DESCRIPTION	PAGE NUMBER
CHAPTER FOUR                     VALUATION ANALYSIS
Introduction	4.1
Appraisal Guidelines	4.1
RP Financial Approach to the Valuation	4.2
Valuation Analysis	4.3
1.     Financial Condition	4.3
2.     Profitability, Growth and Viability of Earnings	4.5
3.     Asset Growth	4.7
4.     Primary Market Area	4.7
5.     Dividends	4.9
6.     Liquidity of the Shares	4.10
7.     Marketing of the Issue	4.11
A.     The Public Market	4.11
B.     The New Issue Market	4.17
C.     The Acquisition Market	4.20
8.     Management	4.20
9.     Effect of Government Regulation and Regulatory Reform	4.21
Summary of Adjustments	4.21
Basis of Valuation – Fully-Converted Pricing Ratios	4.22
Valuation Approaches: Fully-Converted Basis	4.23
1.     Price-to-Earnings (“P/E”)	4.26
2.     Price-to-Book (“P/B”)	4.28
3.     Price-to-Assets (“P/A”)	4.28
Comparison to Recent Offerings	4.30
Valuation Conclusion	4.30

RP^® Financial, LC.

LIST OF TABLES

NORTHEAST COMMUNITY BANK White Plains, New York

TABLE NUMBER	DESCRIPTION	PAGE
1.1	Historical Balance Sheets	1.6
1.2	Historical Income Statements	1.10
2.1	Summary Demographic Data	2.3
2.2	Primary Market Area Employment Sectors	2.10
2.3	Unemployment Trends	2.11
2.4	Deposit Summary	2.12
2.5	Market Area Deposit Competitors	2.13
3.1	Peer Group of Publicly-Traded Thrifts	3.5
3.2	Balance Sheet Composition and Growth Rates	3.7
3.3	Income as a Percent of Average Assets and Yields, Costs, Spreads	3.10
3.4	Loan Portfolio Composition and Related Information	3.14
3.5	Interest Rate Risk Measures and Net Interest Income Volatility	3.16
3.6	Credit Risk Measures and Related Information	3.17
4.1	Market Area Unemployment Rates	4.8
4.2	Recent Conversion Pricing Characteristics	4.18
4.3	Market Pricing of Recent Conversion	4.19
4.4	Calculation of Implied Per Share Data	4.24
4.5	MHC Institutions – Implied Pricing Ratios, Full Conversion Basis	4.27
4.6	Pricing Table: MHC Public Market Pricing	4.29

RP^® Financial, LC.

Page 1.1

I. OVERVIEW AND FINANCIAL ANALYSIS

Introduction

Northeast Community Bank (“Northeast Community” or the “Bank”), chartered in 1934 as Fourth Federal Savings Bank, is a federally-chartered savings bank headquartered in White Plains, New York. The name change from Fourth Federal Savings Bank to Northeast Community Bank became effective February 15, 2006. The Bank serves the New York metropolitan area through its main office in White Plains and five branch offices located in the Manhattan, Brooklyn, and Bronx Boroughs. There is no branch office maintained at the Bank’s main office. The main office is located in Westchester County, which is north of New York City. Three of the Bank’s branches are in Manhattan, which is New York County. The Brooklyn Borough is located in Kings County and the Bronx Borough is located in Bronx County. The main office and the five branches are all within the New York MSA. The Bank also maintains a loan production office in Wellesley, Massachusetts, which is a suburb of Boston. A map of the Bank’s branch offices is provided in Exhibit I-1. Northeast Community is a member of the Federal Home Loan Bank (“FHLB”) system, and its deposits are insured up to the regulatory maximums by the Federal Deposit Insurance Corporation (“FDIC”). At December 31, 2005, Northeast Community had $238.8 million in assets, $193.3 million in deposits and total equity of $43.1 million equal to 18.1% of total assets. Northeast Community’s audited financial statements are included by reference as Exhibit I-2.

Plan of Reorganization and Stock Issuance

On February 23, 2006, the Board of Directors of Northeast Community adopted a plan to reorganize from the mutual form of organization to the mutual holding company form of organization. As part of the reorganization, Northeast Community will convert from a federally-chartered mutual savings bank to a federal stock savings bank. Pursuant to the reorganization, Northeast Community will become a wholly-owned subsidiary of Northeast Community Bancorp, Inc. (“Northeast Community Bancorp” or the “Company”), a federally-chartered mid-tier holding corporation, and Northeast Community Bancorp will issue a majority of its common stock to Northeast Community Bancorp, MHC (the “MHC”), a federally-chartered mutual

RP^® Financial, LC.

Page 1.2

holding company, and sell a minority of its common stock to the public. Concurrent with the reorganization, the Company will retain up to 50% of the net stock proceeds. Immediately after consummation of the reorganization, it is not anticipated that the MHC or the Company will engage in any business activity other than ownership of their respective subsidiaries and investment of stock proceeds that are retained by the Company.

The MHC will own a controlling interest in the Company of at least 51%, and the Company will be the sole subsidiary of the MHC. The Company will own 100% of the Bank’s outstanding stock. The Company’s initial activities will be ownership of its subsidiary, Northeast Community, investment of the net cash proceeds retained at the holding company level (initially in short-term investment securities) and extending a loan to the Bank’s newly-formed employee stock ownership plan (“ESOP”). Subsequent activities of the Company may include payment of regular or special dividends, acquisitions of other financial institutions, acquisitions of other financial service providers and/or stock repurchases.

Strategic Overview

Northeast Community’s operating strategy is somewhat varied from a traditional thrift operating strategy, particularly with respect to the Bank’s lending activities. In contrast to the traditional thrift operating philosophy of emphasizing the origination of 1-4 family, the Bank does not offer 1-4 family loans and currently holds only a nominal balance of such loans. Comparatively, the Bank’s strategy has been to focus on the origination of loans secured by multi-family, mixed use and commercial real estate properties. Loan originations are generated through a network brokers operating in the New York metropolitan area as well in selected states along the Northeast Corridor. Loans secured by properties in the New York metropolitan area comprise the largest portion of the loan portfolio, with the Bank’s overall lending area extending from Pennsylvania to Maine. The Bank originates only a small percentage of loans that are offered through the broker relationships, reflecting an emphasis on managing credit quality of the portfolio through selectively originating only loans that meet the Bank’s relatively conservative underwriting criteria. Credit risk is also managed by the geographic diversification of the properties securing the loan portfolio. Retail deposits generated through the five branch offices serve as the primary funding source for the Bank’s lending activities.

RP^® Financial, LC.

Page 1.3

Growth of the Bank’s balance sheet is asset driven, in which the Bank’s asset growth is driven through loan growth. Accordingly, the Bank’s investment holdings have generally been limited, primarily consisting of cash and cash equivalents for liquidity purposes. The Bank’s investment holdings reflect a low risk investment philosophy, as the portfolio consists substantially of mortgage-backed securities guaranteed or insured by a federal agency and U.S. Government and agency securities. FHLB stock and a small amount of Fannie Mae stock account for the balance of the Bank’s investment portfolio.

Retail deposits have consistently served as the primary interest-bearing funding source for the Bank. The Bank’s current deposit composition reflects a slightly larger concentration of transaction and savings account deposits compared to time deposits; although, in recent years, the Bank’s deposit composition has shifted towards a higher concentration of time deposits. Borrowings typically have not been utilized as a funding source, as the Bank has not held any borrowings following repayment of $900,000 of FHLB advances in 2003. To facilitate leveraging of the Bank’s capital followings the stock offering, the Bank may engage in a limited amount of wholesale leveraging in which FHLB advances would be added to fund purchases of mortgage-backed securities.

Northeast Community’s earnings base is largely dependent upon net interest income and operating expense levels. Overall, the Bank’s operating strategy has provided for a relatively strong net interest margin; although, Northeast Community’s net interest margin has declined from peak levels in recent periods, which can be largely attributable to interest rate spread compression resulting from the flattening yield curve. Operating expenses have also generally been maintained at relatively high levels, which can in part be attributed to higher compensation expenses resulting the staffing and expertise needed for the Bank’s relatively unique lending strategy. The Bank’s funding composition, which consists of a relatively high level of transaction and savings accounts, would also tend to place upward pressure on the operating expense ratio, given that transaction and savings account deposits are more costly to service than time deposits and borrowings. The comparatively higher cost of conducting business in New York City is another factor that contributes to the Bank’s higher level of operating expenses.

The Bank’s lack of any significant diversification of products and services has somewhat limited the earnings contribution realized from sources of non-interest operating income. Non-

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Page 1.4

interest operating income consists substantially of fees and service charges derived from the Bank’s lending activities and transaction accounts. Some growth of non-interest operating income is contemplated as part of the Bank’s business plan, in which growth of business checking account relationships will be pursued through more aggressive marketing to small businesses operating in the Bank’s deposit market area.

The post-offering business plan of the Bank is expected to pursue growth of the balance sheet through current operating strategies. Accordingly, balance sheet growth will continue to be driven by originations of multi-family, mixed use and commercial real estate loans secured by properties located along the Northeast Corridor. At this time, it is not contemplated that the Bank will pursue growth through diversification into other lending areas. Growth of the loan portfolio is expected to be facilitated by opening a second loan production office outside of Philadelphia in 2006 and through developing new broker relationships.

The Bank’s Board of Directors has elected to complete a public stock offering to improve the competitive position of Northeast Community. The capital realized from the minority stock offering will increase the operating flexibility and overall financial strength of Northeast Community. The additional capital realized from stock proceeds will increase liquidity to support funding of future loan growth. Northeast Community’s higher capital position resulting from the infusion of stock proceeds will also serve to reduce interest rate risk, particularly through enhancing the Bank’s interest-earning-assets-to-interest-bearing-liabilities (“IEA/IBL”) ratio. The additional funds realized from the stock offering will provide an alternative funding source to deposits and borrowings in meeting the Bank’s future funding needs, which may facilitate a reduction in Northeast Community’s funding costs. Additionally, Northeast Community’s higher equity-to-assets ratio will also better position the Bank to take advantage of expansion opportunities as they arise. Such expansion would most likely occur through the establishment or acquisition of additional branch offices that would provide for further penetration in the markets currently served by the Bank’s branches or nearby surrounding markets. The Bank will also be bettered position to pursue growth through acquisition of other financial service providers following the stock offering, given its strengthened capital position. At this time, the Bank has no specific plans for expansion other than opening a new loan production office in Pennsylvania.

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The projected uses of proceeds are highlighted below.

• MHC. The Bank intends to capitalize the MHC with $500,000 of cash. The primary activity of the MHC will be ownership of the majority interest in the Company. The MHC funds will be held in low risk liquid instruments.

• Northeast Community Bancorp. The Company is expected to retain up to 50% of the net offering proceeds. At present, funds at the mid-tier holding company level, net of the loan to the ESOP, are expected to be primarily invested initially into short-term investment grade securities. Over time, the funds may be utilized for various corporate purposes, possibly including acquisitions, infusing additional equity into the Bank, repurchases of common stock, and the payment of regular and/or special cash dividends.

• Northeast Community Bank. Approximately 50% of the net stock proceeds will be infused into the Bank in exchange for all of the Bank’s newly issued stock. Cash proceeds (i.e., net proceeds less deposits withdrawn to fund stock purchases) infused into the Bank are anticipated to become part of general operating funds, and are expected to be primarily utilized to fund loan growth.

Overall, it is the Bank’s objective to pursue growth that will serve to increase returns, while, at the same time, growth will not be pursued that could potentially compromise the overall risk associated with Northeast Community’s operations.

Balance Sheet Trends

Table 1.1 shows the Bank’s historical balance sheet data for the past five years. From December 31, 2001 through December 31, 2005, Northeast Community’s assets decreased at a 1.3% annual rate. Asset shrinkage resulted from a decline in cash and investments, with such funds being largely redeployed into loan growth. Cash and investments, along with the retention of earnings, funded a slight decline in deposits and the payoff of borrowings during the five year period. A summary of Northeast Community’s key operating ratios for the past five years is presented in Exhibit I-3.

Northeast Community’s loans receivable portfolio increased at a 1.4% annual rate from year end 2001 through year end 2005. The Bank’s loan growth combined with asset shrinkage served to increase the loans-to-assets ratio from 71.9% at year end 2001 to 79.9% at year end 2005. Northeast Community’s emphasis on multi-family lending is reflected in its loan portfolio composition, as 52.4% of total loans outstanding consisted of multi-family mortgage loans at December 31, 2005. Trends in the Bank’s loan portfolio composition over the past five years show that multi-family mortgage loans have been maintained at a fairly stable level of total loans, with such loans ranging from a low of 52.4% of total loans at year end 2005 to a high of 58.9% of total loans at year end 2004. Over the past five years, other types of lending conducted by the Bank have been substantially limited to mixed use and commercial real estate loans. Mixed use loans have become a smaller part of the total portfolio, decreasing from 31.9% of total loans at year end 2001 to 22.9% of total loans at year end 2005, while commercial real estate loans have become a larger part of the total portfolio, increasing from 11.2% of total loans at year end 2001 to 24.1% of total loans at year end 2005. The Bank maintained nominal balances of 1-4 family loans and consumer loans at year end 2005, which are not active lending areas for the Bank. In fact, the Bank currently does not offer 1-4 family loans.

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Table 1.1

Northeast Community Bank

Historical Balance Sheets

(Amount and Percent of Assets)(1)

	At Year End December 31,																				Annual Growth Rate
	2001				2002				2003				2004				2005
	Amount		Pct		Amount		Pct		Amount		Pct		Amount		Pct		Amount		Pct		Pct
	($000)		(%)		($000)		(%)		($000)		(%)		($000)		(%)		($000)		(%)		(%)
Total Amount of:
Assets	$	251,464	100.0	%	$	234,331	100.0	%	$	231,788	100.0	%	$	239,520	100.0	%	$	238,821	100.0	%	-1.3	%
Cash and cash equivalents		41,865	16.6	%		46,017	19.6	%		57,824	24.9	%		51,004	21.3	%		27,389	11.5	%	-10.1	%
Investment securities		2,113	0.8	%		78	0.0	%		1,090	0.5	%		2,086	0.9	%		5,057	2.1	%	24.4	%
Mortgage-backed securities		16,167	6.4	%		9,452	4.0	%		9,011	3.9	%		9,782	4.1	%		7,533	3.2	%	-17.4	%
Loans receivable, net		180,884	71.9	%		168,069	71.7	%		154,546	66.7	%		167,690	70.0	%		190,896	79.9	%	1.4	%
FHLB stock		1,746	0.7	%		1,706	0.7	%		1,538	0.7	%		1,356	0.6	%		357	0.1	%	-32.8	%
Deposits		214,156	85.2	%		193,401	82.5	%		190,037	82.0	%		193,617	80.8	%		193,314	80.9	%	-2.5	%
Borrowings		900	0.4	%		900	0.4	%		—	0.0	%		—	0.0	%		—	0.0	%	-100.0	%
Total equity		33,772	13.4	%		37,192	15.9	%		39,589	17.1	%		41,146	17.2	%		43,120	18.1	%	6.3	%
Branch Offices		6				5				5				5				5

(1) Ratios are as a percent of ending assets.

Sources: Northeast Community’s prospectus, audited financial statements and RP Financial calculations.

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The intent of the Bank’s investment policy is to provide adequate liquidity and to generate a favorable return within the context of supporting Northeast Community’s overall credit and interest rate risk objectives. It is anticipated that proceeds retained at the holding company level will primarily be invested into investments with short-term maturities. Over the past five years, the Bank’s level of cash and investment securities (inclusive of FHLB stock) ranged from a low of 16.9% of assets at fiscal year end 2005 to a high of 30.0% of assets at year end 2003. Mortgage-backed securities comprise the most significant component of the Bank’s investment portfolio, with the portfolio consisting substantially of securities guaranteed or insured by a federal agency. The mortgage-backed securities portfolio also includes a small balance of private pass-through securities. Mortgage-backed securities are generally purchased as a means to deploy excess liquidity at more favorable yields than other investment alternatives that are consistent with Northeast Community’s investment philosophy. As of December 31, 2005, the mortgage-backed securities portfolio consisted of $379,000 of collateralized mortgage obligations (“CMOs”) and $7.2 million of pass-through securities. As of December 31, 2005, $7.2 million of the mortgage-backed securities portfolio was maintained as held to maturity investments and the remaining balance of $304,000 was maintained as available for sale. The net unrealized gain on the available for sale mortgage-backed securities portfolio equaled $2,000 at December 31, 2005.

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Beyond the Bank’s investment in mortgage-backed securities, investment securities held by the Bank at December 31, 2005 consisted substantially of U.S. Government and agency securities ($5.0 million), with the balance of the portfolio consisting of Fannie Mae stock ($58,000) and FHLB stock ($357,000). U.S. Government and agency securities are maintained as held to maturity investments and the Fannie Mae stock is maintained as an available for sale investment. As of December 31, 2005, the unrealized gain on the Fannie Mae stock equaled $54,000. The Bank also maintained cash and cash equivalents of $27.4 million at December 31, 2005, which equaled 11.5% of assets. Exhibit I-4 provides historical detail of the Bank’s investment portfolio.

Over the past five years, Northeast Community’s funding needs have been substantially met through retail deposits, internal cash flows and retained earnings. From year end 2001 through year end 2005, the Bank’s deposits decreased at an annual rate of 2.5%. Most of the decline in deposits occurred during 2002, as the result of the sale of a branch maintained in Yonkers. Overall, the decline in deposits combined with an increase in the Bank’s capital position provided for a reduction in the ratio of deposits funding assets from 85.2% at year end 2001 to 80.9% at year end 2005. Transaction and savings accounts equaled 50.4% of the Bank’s total deposits at year end 2005, versus a comparable ratio of 56.2% at year end 2003. Time deposits have been the primary source of the Bank’s deposit growth over the past three years, increasing from $83.3 million or 43.8% of total deposits at year end 2003 to $96.0 million or 49.6% of total deposits at December 31, 2005.

The Bank’s use of borrowings has been very limited during the past five years and at year end 2005 the Bank did not maintain any borrowings. For the five year period, the only borrowings held by the Bank consisted of $900,000 of FHLB advances that were on the balance sheet at year end 2001 and 2002 and then repaid during 2003.

Since year end 2001, retention of earnings and the adjustment for accumulated other comprehensive income translated into an annual capital growth rate of 6.3% for the Bank. Equity growth combined with a decline in assets served to increase Northeast Community’s equity-to-assets ratio from 13.4% at year end 2001 to 18.1% at year end 2005. All of the Bank’s capital is tangible capital, and the Bank maintained capital surpluses relative to all of its regulatory capital requirements at December 31, 2005. The addition of stock proceeds will serve

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to strengthen the Bank’s capital position, as well as support growth opportunities. At the same time, as the result of the significant increase that will be realized in the Bank’s pro forma capital position, Northeast Community’s ROE can be expected to decline from current returns.

Income and Expense Trends

Table 1.2 shows the Bank’s historical income statements for the past five years. The Bank reported positive earnings over the past five years, ranging from a low of 0.66% of average assets during 2004 to a high of 1.32% of average assets during 2002. For 2005, the Bank reported net income of $2.0 million or 0.83% of average assets. The lower earnings reported in 2004 was mostly attributable to a narrower interest rate spread that led to a decline in net interest income. Higher operating expenses resulting from the opening of the Wellesley loan production office also contributed to the decline in the Bank’s 2004 earnings. Net interest income and operating expenses represent the primary components of the Bank’s earnings, while non-interest operating income has been a fairly stable but somewhat limited contributor to the Bank’s earnings. The Bank’s very favorable credit quality has substantially limited the amount of loan loss provisions established over the past five years. With the exception of the gain recorded on the sale of the Yonkers branch during 2002, non-operating gains and losses have not been a significant factor in the Bank’s earnings over the past five years.

Over the past five years, the Bank’s net interest income to average assets ratio ranged from a high of 4.63% during 2002 and 2003 to a low of 4.00% during 2004. For 2005, the Bank’s net interest income to average assets ratio was 4.08%. The decline in the net interest income ratio experienced during 2004 reflects a narrowing of the Bank’s interest rate spread, which resulted from a steeper decline in the overall yield earned on interest-earning assets relative to the overall rate paid on funding liabilities. Factors that have contributed to the Bank’s interest rate spread compression include the declining interest rate environment that facilitated accelerated repayments in the loan portfolios due to borrowers refinancing into lower rate loans and more recently the adverse impact of a flattening yield curve on a balance sheet that is liability sensitive in the short-term. Overall, the Bank’s interest rate spread declined from 4.62% during 2003 to 3.97% during 2004. The Bank’s interest rate spread stabilized during 2005, reflecting comparable increases in yield and funding costs. Accordingly, the increase in the Bank’s net interest income ratio during 2005 was largely realized through an increase in the ratio of interest-earning assets relative to interest-bearing liabilities. The Bank’s historical interest rate spreads and yields and costs are set forth in Exhibits I-3 and I-5.

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Table 1.2

Northeast Community Bank

Historical Income Statements

(Amount and Percent of Avg. Assets)(1)

	For the Fiscal Year Ended December 31,
	2001					2002					2003					2004					2005
	Amount			Pct		Amount			Pct		Amount			Pct		Amount			Pct		Amount			Pct
	($000)			(%)		($000)			(%)		($000)			(%)		($000)			(%)		($000)			(%)
Interest Income	$	17,935		7.25	%	$	15,812		6.32	%	$	13,485		5.75	%	$	11,976		5.06	%	$	12,919		5.37	%
Interest Expense		(7,286	)	-2.94	%		(4,236	)	-1.69	%		(2,620	)	-1.12	%		(2,494	)	-1.05	%		(3,110	)	-1.29	%
Net Interest Income	$	10,649		4.30	%	$	11,576		4.63	%	$	10,865		4.63	%	$	9,482		4.00	%	$	9,809		4.08	%
Provision for Loan Losses		(191	)	-0.08	%		(294	)	-0.12	%		0		0.00	%		0		0.00	%		0		0.00	%
Net Interest Income after Provisions	$	10,458		4.23	%	$	11,282		4.51	%	$	10,865		4.63	%	$	9,482		4.00	%	$	9,809		4.08	%
Other operating income	$	1,158		0.47	%	$	1,443		0.58	%	$	1,574		0.67	%	$	1,468		0.62	%	$	1,286		0.53	%
Operating Expense		(7,449	)	-3.01	%		(7,449	)	-2.98	%		(7,400	)	-3.16	%		(8,078	)	-3.41	%		(7,515	)	-3.13	%
Net Operating Income	$	4,167		1.68	%	$	5,276		2.11	%	$	5,039		2.15	%	$	2,872		1.21	%	$	3,580		1.49	%
Non-Operating Income
Net gain(loss) on sale of financial assets	$	29		0.01	%	$	787		0.31	%	$	(3	)	0.00	%	$	0		0.00	%	$	0		0.00	%
Net gain(loss) on fixed assets		(34	)	-0.01	%		(39	)	-0.02	%		(52	)	-0.02	%		(136	)	-0.06	%		(19	)	-0.01	%
Net Non-Operating Income	$	(5	)	0.00	%	$	748		0.30	%	$	(55	)	-0.02	%	$	(136	)	-0.06	%	$	(19	)	-0.01	%
Net Income Before Tax	$	4,162		1.68	%	$	6,024		2.41	%	$	4,984		2.13	%	$	2,736		1.16	%	$	3,561		1.48	%
Income Taxes		(2,150	)	-0.87	%		(2,723	)	-1.09	%		(2,592	)	-1.11	%		(1,173	)	-0.50	%		(1,571	)	-0.65	%
Net Income (Loss)	$	2,012		0.81	%	$	3,301		1.32	%	$	2,392		1.02	%	$	1,563		0.66	%	$	1,990		0.83	%
Adjusted Earnings
Net Income Before Ext. Items	$	2,012		0.81	%	$	3,301		1.32	%	$	2,392		1.02	%	$	1,563		0.66	%	$	1,990		0.83	%
Addback: Non-Operating Losses		34		0.01	%		39		0.02	%		55		0.02	%		136		0.06	%		19		0.01	%
Deduct: Non-Operating Gains		(29	)	-0.01	%		(787	)	-0.31	%		0		0.00	%		0		0.00	%		0		0.00	%
Tax Effect Non-Op. Items(2)		(2	)	0.00	%		346		0.14	%		(24	)	-0.01	%		(60	)	-0.03	%		(8	)	0.00	%
Adjusted Net Income	$	2,014		0.81	%	$	2,899		1.16	%	$	2,423		1.03	%	$	1,639		0.69	%	$	2,001		0.83	%

(1) Ratios are as a percent of average assets.

(2) Assumes tax rate of 44.0%.

Sources: Northeast Community’s prospectus, audited financial statements and RP Financial calculations.

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Non-interest operating income has been maintained at a fairly stable level over the past five years, ranging from a high of 0.67% of average assets during 2003 to a low of 0.47% of average assets during 2001. For 2005, the Bank recorded non-interest operating income equal to 0.53% of average assets. The decline in the non-interest operating income ratio since 2003 has resulted from lower fees and service charges, with such income accounting for substantially all of the Bank’s non-interest operating income.

Operating expenses represent the other major component of the Bank’s earnings, ranging from a high of 3.41% of average assets during 2004 to a low of 2.98% of average assets during 2002. For 2005, the Bank’s operating expense to average assets ratio equaled 3.13%. Overall, the Bank has maintained a relatively high level of operating expenses, which is reflective of the Bank’s relatively high number employees for its assets size. As of December 31, 2005, the Bank’s ratio of assets per full time equivalent employee equaled $3.4 million, versus a comparable ratio of $5.8 million for all publicly-traded thrifts. The Bank’s lower assets per employee ratio is indicative of the higher staffing needs associated with servicing an interest-earning asset composition that is primarily concentrated in loans, as opposed to investments, and a funding composition that is primarily concentrated in transaction and savings accounts as opposed to time deposits and borrowings. The lack of asset growth in recent years, as well the relatively high cost of conducting business in New York City, have also contributed to the Bank’s relatively high operating expense ratio. Upward pressure will be placed on the Bank’s expense ratio following the stock offering, due to expenses associated with operating as a publicly-traded company, including expenses related to the stock benefit plans. At the same time, the increase in capital realized from the stock offering will increase the Bank’s capacity to leverage operating expenses through pursuing a more aggressive growth strategy.

Overall, the general trends in the Bank’s net interest margin and operating expense ratio since 2001 reflect a slight decline in core earnings, as indicated by the Bank’s expense coverage ratio (net interest income divided by operating expenses). Northeast Community’s expense coverage ratio equaled 1.43 times during 2001, versus a ratio of 1.30 times during 2005. The

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decline in the expense coverage ratio resulted from a decline in the net interest income ratio and an increase in the operating expense ratio. Similarly, Northeast Community’s efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of net interest income and other operating income) of 63.1% during 2001 was slightly more favorable than the 67.9% efficiency ratio maintained during 2005.

Maintenance of very favorable credit quality measures has served to limit the amount of loss provisions established by the Bank over the past five years. No loan loss provisions were established by the Bank during the past three years, while loan loss provisions established during 2001 and 2002 equaled 0.08% and 0.12% of average assets, respectively. As of December 31, 2005, the Bank maintained valuation allowances of $1.2 million, equal to 0.63% of net loans receivable. The Bank did not maintain any non-performing loans at December 31, 2005. Exhibit I-6 sets forth the Bank’s loan loss allowance activity during the past five years.

Gains and losses realized from the sale of financial assets and fixed assets generally have been a minor factor in the Bank’s earnings, with the largest gains amounting to 0.30% of average assets during 2002. For the other years shown in Table 1.2, the Bank recorded nominal net losses on the sale of assets. The large gain recorded in 2002 was realized from the sale of the Bank’s Yonkers branch, which was the Bank’s only branch location in Westchester County. Losses from the sale of fixed assets were recorded by the Bank throughout the past five years, primarily reflecting the sale and disposal of company cars.

For 2005, the Bank’s effective tax rate equaled 44.12%, which approximated the Bank’s effective statutory rate of 44.0%.

Interest Rate Risk Management

The Bank’s balance sheet is liability-sensitive in the short-term (less than one year) and, thus, the net interest margin will typically be adversely affected during periods of rising and higher interest rates, as well as during periods when the yield curve becomes flatter due to short-term interest rates rising faster than long-term interest rates. As of December 31, 2005, the Net Portfolio Value (“NPV”) analysis provided by the OTS indicated that a 2.0% instantaneous and

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sustained increase in interest rates would result in a 6.71% decline in the Bank’s NPV (see Exhibit I-7).

The Bank pursues a number of strategies to manage interest rate risk, particularly with respect to seeking to limit the repricing mismatch between interest rate sensitive assets and liabilities. The Bank manages interest rate risk from the asset side of the balance sheet mainly through emphasizing the origination of adjustable rate loans. As of December 31, 2005, of the Bank’s total loans due after December 31, 2006, ARM loans comprised 99.6% of those loans (see Exhibit I-8). Management of interest rate risk is also pursued through the Bank’s investment strategy, where the Bank has emphasized investment in securities with terms or repricing periods of five years or less. The Bank also generally maintains a relatively high level of liquidity in the form of cash and cash equivalents. On the liability side of the balance sheet, management of interest rate risk has been pursued through maintaining a high concentration of lower cost and less interest rate sensitive transaction and savings accounts and also through offering attractive rates on certain longer term time deposits. Transaction and savings accounts comprised 50.4% of the Bank’s deposits at year end 2005. Management of interest rate risk is also facilitated by the Bank’s high capital position, which has supported maintenance of a favorable IEA/IBL ratio.

The infusion of stock proceeds will serve to further limit the Bank’s interest rate risk exposure, as most of the net proceeds will be redeployed into interest-earning assets and the increase in the Bank’s capital position will lessen the proportion of interest rate sensitive liabilities funding assets.

Lending Activities and Strategy

In contrast to a traditional thrift lending strategy, which places an emphasis on originating 1-4 family loans, Northeast Community has developed a lending niche in the origination of loans secured by multi-family, mixed use and commercial real estate properties. Other areas of lending for the Bank are minimal and the Bank does not offer 1-4 family loans. Going forward, the Bank’s lending strategy is not expected to vary with respect to the types of loan originated. Growth of the portfolio will be pursued through entering new lending markets along the

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Northeast Corridor and expanding the network of broker relationships that serve as the primary source of loan originations for the Bank. Exhibit I-9 provides historical detail of Northeast Community’s loan portfolio composition over the past five years and Exhibit I-10 provides the contractual maturity of the Bank’s loan portfolio by loan type as of December 31, 2005.

Most of the Bank’s lending activities are conducted in the states of New York, Massachusetts and Connecticut, although the Bank’s lending presence extends into the states of New Jersey, Rhode Island, Pennsylvania, New Hampshire and Maine. The Bank’s current lending activities have emphasized the origination of adjustable rate loans with three or five year repricing periods, which are indexed to the constant maturity U.S. Treasury rate of the same term as the repricing period. Depending on the assessed risk of the property securing the loans, which is based on an internal rating system, maximum loan-to-value ratios range from 65% to 80% and minimum debt-coverage ratios range from 1.25 time to 1.40 times. Loan terms generally provide for up to 25 year amortizations with shorter term balloon provisions. The Bank’s current practice is to retain all loan originations for investment, except, on occasion, the Bank has participated out larger loans due to loans-to-one borrower regulatory limitations. Properties securing the portfolio include apartments, mixed use properties with commercial and residential space, office buildings, strip shop centers, restaurants and gas stations. As of December 31, 2005, the Bank held $100.4 million of multi-family loans equal to 52.4% of total loans outstanding, $43.9 million of mixed use loans equal to 22.9% of total loans outstanding and $46.2 million of commercial real estate loans equal to 24.1% of total loans outstanding.

The remainder of the Bank’s loan portfolio consists of small balances of 1-4 family loans and consumer loans. The 1-4 family loan portfolio consists of seasoned loans which will ultimately pay down to a zero balance, as the Bank has not offered 1-4 family loans for several years. As of December 31, 2005, the Bank held $587,000 of 1-4 family loans equal to 0.3% of total loans. Consumer lending is also substantially an inactive area of lending for the Bank, with the consumer loan portfolio consisting of small balances of loans secured by deposits and personal lines of credit. As of December 31, 2005, the Bank held $351,000 of consumer loans equal to 0.2% of total loans outstanding.

Exhibit I-11 provides a summary of the Bank’s lending activities over the past five years. The Bank’s lending volume peaked in 2005, which was primarily supported by increased

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originations of commercial real estate loans which was partially offset by lower originations of multi-family and mixed use loans. Loan originations in 2005 totaled $58.2 million, versus originations ranging from a low of $34.6 million in 2002 to a high of $53.8 million in 2004. As reflected in the Bank’s loan portfolio composition, multi-family loans accounted for the largest portion of the Bank’s lending volume in each of the past five years. Multi-family loans accounted for 52.3% of total loan originated by the Bank during the past five years, followed by commercial real estate and mixed use loan originations which accounted for 26.3% and 21.4% of total loans originated during the past five years. Over the past five years, originations of multi-family loans and mixed used loans have been comparatively more stable than originations of commercial real estate loans, as originations of commercial real estate loans fluctuated from a low of $4.1 million in 2002 to a high of $23.8 million in 2005. The Bank typically does not sell or purchase any loans, other than an occasional loan origination that is participated out for regulatory purposes. The Bank has sustained positive loan growth since 2003, with the most significant loan growth occurring during 2005. The stronger loan growth in 2005 was supported by increased originations and a slowdown in loan repayments.

Asset Quality

The Bank’s emphasis on credit risk management and generally favorable real estate market conditions have translated into very favorable credit quality measures for the Bank. Loans originated by the Bank constitute only a small percentage of loans reviewed for possible origination by the Bank, as loans selected for origination are qualified under consistently applied internal underwriting criteria. The success of the Bank’s credit risk management strategies is evidenced by the credit quality of the loan portfolio. As shown in Exhibit I-12, the only non-performing loans held by the Bank for the 2001 through 2005 period consisted of $28,000 and $14,000 of accruing loans past due 90 days or more at year ends 2002 and 2001, respectively.

To track the Bank’s asset quality and the adequacy of valuation allowances, Northeast Community has established detailed asset classification policies and procedures which are consistent with regulatory guidelines. Detailed asset classifications are reviewed on a regular basis by senior management and the Board. Pursuant to these procedures, when needed, the Bank establishes additional valuation allowances to cover anticipated losses in classified or non-

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classified assets. As of December 31, 2005, the Bank maintained valuation allowances of $1.2 million, equal to 0.63% of net loans receivable.

Funding Composition and Strategy

Deposits have consistently accounted for the major portion of the Bank’s interest-bearing funding composition and at December 31, 2005 deposits were the only interest-bearing funding source held by the Bank. Exhibit I-13 sets forth the Bank’s deposit composition for the past three years and Exhibit I-14 provides the interest rate and maturity composition of the CD portfolio at December 31, 2005. Transaction and savings account deposits constitute the largest portion of the Bank’s deposit base, although recent trends in the Bank’s deposit composition show that the concentration of transaction and savings accounts comprising total deposits has been declining. A decline in core deposits and growth of CDs have both been factors that have contributed to the decline in the level of core deposits comprising total deposits. Transaction and savings account deposits equaled $97.4 million or 50.4% of total deposits at December 31, 2005, versus $106.7 million or 56.2% of total deposits at December 31, 2003. Savings accounts constitute the largest portion of the Bank’s core deposits, with such deposits amounting to $73.1 million or 75.1% of core deposits at December 31, 2005. The decline experienced in the Bank’s core deposit balance since 2003 has been mostly attributable to a decline in savings account deposits.

The balance of the Bank’s deposits consists of CDs, with Northeast Community’s current CD composition reflecting a higher concentration of short-term CDs (maturities of one year or less). As of December 31, 2005, the CD portfolio totaled $96.0 million or 49.6% of total deposits and 61.8% of the CDs were scheduled to mature in one year or less. As of December 31, 2005, CD accounts with balances of $100,000 or more amounted to $21.6 million or 22.5% of total CDs. Northeast Community does not maintain any brokered CDs. Deposit growth in recent years has been sustained by growth of CDs, with the balance of CDs increasing by a total of $12.6 million from year end 2003 to year end 2005.

Borrowings serve as an alternative funding source for the Bank to facilitate management of funding costs and interest rate risk, but, in general, the Bank’s use of borrowings has been

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very limited. As shown in Exhibit I-15, the Bank’s most recent of use of borrowings consisted of $900,000 of FHLB advances that were repaid in 2003. Following the stock offering, the Bank may add borrowings to facilitate leveraging of the balance sheet, in which borrowings would be utilized to fund purchases of mortgage-backed securities at a positive spread to improve earnings and return on equity. To the extent additional borrowings are required to fund growth, FHLB advances would likely be the primary source of borrowings utilized by the Bank.

Sale of Land and Development Rights

The Bank is currently seeking to sell the land and development rights where it maintains a branch in Manhattan on First Avenue. Pursuant to the contemplated sale and development of the property, the Bank has reached an agreement to purchase the air rights for the property for $6 million. It is expected that the property will be developed as condominiums or apartments and the Bank would retain ownership interest of space in the developed property for a branch. During the development of the property, the Bank would re-locate the branch to a nearby leased facility. The Bank has had an appraisal performed on the land and development rights of the property, which concluded with an appraised value of approximately $31.2 million (including the air rights). Based on the sale of the property at the appraised value, it is estimated by the Bank’s management that the after-tax gain on the sale of the property and land development rights would be approximately $12.5 million. At this time, the Bank has not received any proposals to purchase the property and it is uncertain if and when any proposals will be received.

Legal Proceedings

The Bank is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business which, in the aggregate, are believed by management to be immaterial to the financial condition of the Bank.

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II. MARKET AREA

Introduction

Northeast Community serves New York City through five branch offices, which are located in the Manhattan, Brooklyn, and Bronx Boroughs. Three of the five branches are located in Manhattan. The main office is maintained in White Plains, New York, which is located to the north of New York City in Westchester County. The Bank also maintains a loan production office in Wellesley, Massachusetts. Deposits are generated through the five branch offices, while the Bank conducts lending activities throughout the New York metropolitan area as well in selected states located in the Northeast and Mid-Atlantic regions of the U.S. Exhibit II-1 provides information on the Bank’s office facilities.

The New York MSA is the largest money center in the nation. Accordingly, the Bank’s competitive environment includes a significant number of thrifts, commercial banks and other financial services companies, some of which have a regional or national presence and most of which are larger than the Bank in terms of deposits, loans, scope of operations, and number of branches. These institutions also have greater resources at their disposal than the Bank. The New York MSA has a highly diversified economy, which has participated in the recovery that has been experienced in the national economy during recent years. A strengthening economy combined with low interest rates has provided for a favorable lending environment throughout the New York MSA, in which lenders have realized the benefit of strong loan demand and significant appreciation in real estate values.

Future business and growth opportunities will be partially influenced by economic and demographic characteristics of the markets served by the Bank, particularly the future growth and stability of the regional economy, demographic growth trends, and the nature and intensity of the competitive environment for financial institutions. These factors have been examined to help determine the growth potential that exists for the Bank and the relative economic health of the Bank’s market area.

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Market Area Demographics

Key demographic and economic indicators in the Bank’s market area include population, number of households and household/per capita income levels. Demographic data for the primary market counties, which consists of New York County for the Manhattan branches, Kings County for the Brooklyn branch, Bronx County for the Bronx branch, and Westchester County for the White Plains main office, as well as comparative data for New York and the U.S. is provided in Table 2.1. The market area includes a population base with a broad cross section of wealth, employment and ethnicity. Northeast Community operates in markets that generally have experienced relatively slow demographic growth, a characteristic typical of mature urban markets located throughout the Northeast Corridor. Population and household growth rates for all four of the primary market area counties have been and are projected to remain below the comparable U.S. measures, while, except for Kings County, the primary market area counties matched or exceeded the comparable historical and projected growth rates for the state of New York.

New York County is a relatively affluent market, reflecting the influence of Wall Street along with the presence of a broad spectrum of Fortune 500 companies. Comparatively, Kings County and Bronx County are home to a broad socioeconomic spectrum, with a significant portion of their respective populations employed in relatively low wage blue collar jobs. Westchester County is also an affluent market, serving as a desired suburban location for commuting into New York City as well as reflecting growth of higher paying jobs in the county, particularly in White Plains. Over the next five years, New York County and Westchester County are projected to sustain growth in household income that exceeds the comparable New York and U.S. growth rates. The more affluent nature of New York County and Westchester County is further implied by household income distribution measures, which shows that, in comparison to Bronx County and Kings County, New York and Westchester Counties maintain a lower percentage of households with incomes of less than $25,000 and a much higher percentage of households with incomes in the upper income brackets.

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Table 2.1

Northeast Community Bank

Summary Demographic Data

	Year									Growth Rate			Growth Rate
	2000			2005			2010			2000-05			2005-2010
Population(000)
United States		281,422			298,728			317,431			1.2	%		1.2	%
New York		18,976			19,412			19,872			0.5	%		0.5	%
Bronx County		1,333			1,368			1,400			0.5	%		0.5	%
Kings County		2,465			2,493			2,509			0.2	%		0.1	%
New York County		1,537			1,595			1,673			0.7	%		1.0	%
Westchester County		923			947			968			0.5	%		0.5	%
Households(000)
United States		105,480			112,449			119,777			1.3	%		1.3	%
New York		7,057			7,245			7,440			0.5	%		0.5	%
Bronx County		463			476			487			0.5	%		0.5	%
Kings County		881			889			894			0.2	%		0.1	%
New York County		739			762			799			0.6	%		0.9	%
Westchester County		337			346			354			0.5	%		0.5	%
Median Household Income($)
United States	$	42,164		$	49,747		$	58,384			3.4	%		3.3	%
New York		43,582			51,187			60,431			3.3	%		3.4	%
Bronx County		27,778			32,335			36,672			3.1	%		2.5	%
Kings County		32,391			38,080			44,558			3.3	%		3.2	%
New York County		47,266			60,628			79,549			5.1	%		5.6	%
Westchester County		63,637			79,214			100,434			4.5	%		4.9	%
Per Capita Income($)
United States	$	21,586		$	26,228		$	32,206			4.0	%		4.2	%
New York		23,389			28,677			35,403			4.2	%		4.3	%
Bronx County		13,959			16,582			19,526			3.5	%		3.3	%
Kings County		16,775			20,164			24,373			3.7	%		3.9	%
New York County		42,922			56,426			76,439			5.6	%		6.3	%
Westchester County		36,726			47,112			61,003			5.1	%		5.3	%
		Less Than		$	25,000 to		$	50,000 to		$	100,000 to			Over
2005 HH Income Dist.(%)	$	25,000			50,000		$	100,000		$	150,000		$	150,000
United States		23.8	%		26.4	%		31.2	%		11.5	%		7.0	%
New York		25.1	%		23.8	%		29.5	%		12.4	%		9.2	%
Bronx County		41.0	%		26.4	%		22.9	%		6.6	%		3.1	%
Kings County		35.9	%		24.8	%		25.2	%		8.9	%		5.2	%
New York County		24.7	%		18.7	%		24.1	%		12.8	%		19.7	%
Westchester County		15.7	%		16.9	%		27.3	%		17.5	%		22.7	%

Sources: SNL Financial, LC. and ESRI Business Information Solutions

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National Economic Factors

The future success of the Bank’s operations is partially dependent upon various national and local economic trends. In assessing national economic trends over the past year, economic data for the beginning of the first quarter of 2005 was mixed. The manufacturing sector continued to expand in January 2005 and retail sales continued to be a healthy contributor to the economy in January. While the January 2005 unemployment rate declined to 5.2%, its lowest rate since 2001, its was mostly attributable to a decline in the number of people looking for jobs as job growth fell below expectations in January. After gaining 0.3% in December, the index of leading economic indicators slipped 0.3% in January. Retail sales were better-than-expected in February and job growth jumped in February, although the national unemployment rate rose in February to 5.4%. February economic data also showed a rise in durable-goods orders and a surge in new home sales, providing further indications that the economy’s steady growth was continuing. However, despite a decline in the March U.S. unemployment rate to 5.2%, job growth was sluggish in March with the 110,000 jobs added in March marking the smallest gain since July 2004. While new home sales were unexpectedly strong in March, the economy showed signs of slowing down at the end of the first quarter as indicated by slowing job growth, a drop in consumer confidence and disappointing retail sales.

A sharp drop in initial jobless claims and a report showing a pick-up in manufacturing activity in the mid-Atlantic region suggested that the economy gained momentum at the start of the second quarter of 2005. Job growth was stronger than expected in April, with the April national unemployment rate holding steady at 5.2%. Record new and existing home sales in April, as well as strong increases in April retail sales and durable goods orders, provided further evidence that the economy had recovered from the slowdown in March. Job growth slowed dramatically in May after surging in April, but the May unemployment rate dipped to 5.1%. Weak auto sales led to a drop in retail sales during May, while manufacturing activity rebounded in May. Sales of new and existing homes remained strong during May, as low interest rates continued to drive the housing market. Orders for durable goods were up strongly in May, as the result of a big jump in demand for commercial aircraft. However, excluding the transportation sector, orders for durable goods declined slightly in May. Economic data at the end of the second quarter showed signs that the expansion was on firm footing, as indicated by a pick-up in

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manufacturing activity in June, consumer confidence hitting a three year high in June and first quarter GDP growth was revised upward to a 3.8% annual rate compared to the original estimate of 3.5%. June employment data showed modest job growth, but the national unemployment rate dropped to 5.0%. Consumer spending rose sharply in June, which fueled a surge in retail sales and increased sales of durable goods orders.

Employment data for July 2005 indicated that the U.S. economy was continuing to strengthen, as the July unemployment rate held steady at 5.0% and 207,000 jobs were added in July. Other economic data generally reflected an upbeat picture of economic growth during July and August, although durable-goods orders unexpectedly dropped sharply in July. Sales of new homes remained strong in July and a mid-August reading of the index of leading indicators implied a continuation of moderate growth in the months ahead. Retail sales fell sharply in August due to a decline in demand for cars, while August industrial output was up nominally. The unemployment rate for August dropped to a four year low of 4.9%, as 169,000 jobs were added during the month. August data reflected a decline in new home construction as well as new home sales, although existing home sales increased during August.

The outlook for future economic growth became considerably less favorable following the devastation caused by Hurricane Katrina, with employment and output expected to take a sizable hit from the loss of economic activity in the Gulf region. As expected, initial jobless claims rose sharply in the aftermath of Katrina, while consumer confidence slid to a two year low in September 2005 as energy prices soared and the September unemployment rate increased to 5.1%. However, despite Katrina and higher energy prices, manufacturing activity picked up in September. Comparatively, business activity in the service sector dropped sharply in September. Housing starts unexpectedly surged in September, while the index of leading indicators fell in September which was largely attributed to the hurricanes in the Gulf region. Overall, the economy expanded at a 4.1% annual rate in the third quarter, the fastest pace since early 2004 with brisk spending by consumers, businesses and the government helping to sustain the stronger growth.

The economy generally showed positive growth trends at the beginning of the fourth quarter of 2005, although the housing market showed signs of cooling off as mortgage rates

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moved higher. Retail sales, excluding autos and orders for durable goods, posted strong gains in October. Other measures showing that the economy was on solid footing included a decline in the October unemployment rate to 5.0% and a 0.9% rise in the October index of leading indicators. Falling gas prices helped to lift consumer confidence in October and November. Comparatively, higher mortgage rates served to slow home construction and existing home sales in October, but new home sales unexpectedly surged in October. November unemployment data showed job growth in line with expectations and no change in the national unemployment rate of 5.0%. Other economic data for November was also generally positive, as November retail sales were up solidly from a year ago, consumer spending picked up modestly in November, new home construction rose more than expected in November and factory orders posted the biggest gain in three months in November supported by a surge in demand for commercial aircraft.

Year end economic data generally showed a slower pace of economic growth, with the U.S. economy increasing at just a 1.1% annual rate in the fourth quarter of 2005. The fourth quarter growth rate was the slowest pace in three years, as higher energy costs and rising borrowings costs hurt consumer spending. While sales of new homes climbed to an all time high in 2005, rising mortgage rates and higher home prices translated into a sharp decline in housing construction during December. Other data showed the economy on solid footing at year end, as industrial production rose for a third straight month and consumer spending was up in December but the personal-savings rate plunged to negative levels. Job growth slowed in December, following a big increase in jobs added in November, although the December unemployment rate dipped to 4.9%.

Economic data at the beginning of 2006 generally reflected a healthy economy, with retail sales surging in January and the U.S. unemployment rate dropping to 4.7%, the lowest rate in more than four years. The service sector also continued to expand in January, although at a slower pace compared to December. While rising home inventories in a number of large cities signaled a cooling market for housing, housing starts surged 14.5% in January with the help of unusually mild weather. Notwithstanding the increase in housing starts, both new and existing homes declined in January and unsold homes reached a ten year high. Other data reflected a more positive picture of the economy, which included an upward revision in fourth quarter GDP to 1.6% and healthy growth in the manufacturing and service sectors during February.

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In terms of interest rate trends over the past year, Treasury yields increased sharply at the beginning of 2005 on signs that economic growth was picking up momentum and indications from the Federal Reserve that it was likely to keep raising rates because of wariness about inflation. Despite generally favorable economic data, Treasury yields eased lower during mid- and late-January as investors dumped stocks in favor of bonds. The Federal Reserve raised its target interest rate by another quarter-point in early-February and signaled no change in its plan for more increases. The as expected rate increase and January employment data showing lower than expected job growth sparked a rally in long-term Treasury bonds, with the yield on the 10-year Treasury falling below 4.0% in early-February. Bond yields moved higher in mid- and late-February on inflation concerns and indications of higher interest rates from the Federal Reserve. The generally strong economic data for February and signals from the Federal Reserve that it was becoming more concerned about inflation sustained the upward trend in interest rates through most of March. As expected, the Federal Reserve concluded its March meeting by raising its target rate to 2.75% from 2.5%. Treasury yields eased lower at the end of March and into early-April, as a key inflation gauge held steady in February and March job growth fell well short of expectations.

The downward trend in long-term Treasury yields generally prevailed through most of April 2005 on signs that the U.S. economy lost steam towards the end of the first quarter. A drop in consumer confidence in April and a weak first quarter GDP report fueled a decline in the 10-year Treasury yield below 4.20% at the end of April and, thus, further narrowed the gap between short- and long-term yields. The Federal Reserve raised the federal funds rate a quarter-point to 3.0% in early-May and indicated a plan of continued rate increases at a measured pace. The increase in short-term interest rates provided for further flattening of the yield curve, particularly as long-term interest rates declined in mid-May. The downward trend in long-term Treasury yields continued through early-June, reflecting increased expectations that the Federal Reserve would stop raising interest rates sooner than expected on news of weaker than expected job growth in the May employment report. The yield on the 10-year Treasury note declined to a 14-month low of 3.89% at the beginning of June. Interest rates edged higher in mid-June, as the Federal Reserve indicated that the rate increases would continue. Higher oil prices, a decline in producer prices in May, as well as indications of slower economic growth suggested by a decline

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in the index of leading indicators for May, served to ease inflation concerns and pushed the yield on the 10-year Treasury note back below 4.0% in late-June. As expected, the Federal Reserve raised its target for the federal funds rate by a quarter point to 3.25 % at its late-June meeting and indicated that it would continue with a policy of gradual rate hikes.

Economic data showing that the economy was gaining momentum pushed Treasury yields higher at the start of the third quarter of 2005. The decline in Treasury prices became more pronounced in late-July on news that China revalued its currency. Treasury yields continued to climb in early-August, following a strong employment report for July that suggested the economy was continuing to strengthen. As expected, the Federal Reserve concluded its August meeting by increasing its target rate by another quarter-point to 3.5% and indicated plans to continue to raise rates at a measured pace. The yield curve became flatter during the second half of August and early-September, as long-term Treasury yields eased lower on expectations that rising oil prices would slow consumer spending. An upbeat assessment of the economy by the Federal Reserve and growing expectations that the Federal Reserve would continue to raise rates at its mid-September meeting reversed the downward trend in long-term Treasury yields in mid-September. The Federal Reserve concluded the September meeting by raising its target interest rate another quarter point to 3.75%, concluding that Katrina’s impact on inflation was more worrisome than its effect on growth. The rate increase by the Federal Reserve combined with signs of inflation becoming more prominent pushed Treasury yields higher at the end of the third quarter.

Treasury yields generally trended higher at the beginning of the fourth quarter of 2005, as inflation worries become more prominent. The yield on the 10-year Treasury note moved above 4.5% in late-October, reflecting expectations of a continuation of rate increases by the Federal Reserve amid signs inflation could rise. Inflation fears, better than expected economic data and another rate hike by the Federal Reserve at the beginning of November pushed Treasury yields higher in early-November, as the yield on the 10-year Treasury note hit a 16-month high. At the November meeting, the Federal Reserve indicated that it would continue to raise rates until the economy showed signs of slowing down. The yield on the 10-year Treasury note ebbed below 4.5% in mid- and late-November, as inflation concerns eased following reports that showed core producer prices fell in October and October core consumer prices rose only slightly. Renewed

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inflation fears prompted by an upward revision in the third quarter growth rate for the U.S. economy pushed Treasury yields higher at the end of November and into early-December. Interest rates stabilized heading into mid-December, as a healthy increase in third quarter productivity helped to soothe inflation fears. Long-term Treasury yields declined slightly in mid-December following the Federal Reserve’s quarter point rate hike to a four and one-half year high of 4.25%, as the Federal Reserve signaled that the current cycle of rate increases may be nearing an end. The yield on the 10-year Treasury eased lower in late-December, which combined with higher short-term rates, provided for a slightly inverted yield curve at year end.

Treasury yields stabilized through most of January 2006, as the Federal Reserve indicated that it was becoming less worried about inflation and may be nearing an end to their campaign to raise rates. Uncertainty over future Federal Reserve policy with the incoming of a new Federal Reserve Chairman pushed long-term Treasury yields higher in late-January. The Federal Reserve concluded its end of January meeting by raising the target interest rate another quarter point to 4.5%, which was the 14^th consecutive rate hike implemented by the Federal Reserve over the past 19 months. An expanding economy with inflation under control provided for a relatively stable interest rate environment through most of February. Consumer prices jumped 0.7% in January due to higher energy costs, but core prices rose only 0.2% which served to soothe inflation fears. Interest rates edged higher in early-March, reflecting growing expectations that foreign central banks would keep raising interest rates based on forecasts of an improving global economy. As of March 3, 2006, the constant maturity yields for U.S. government bonds with terms of one and ten years equaled 4.75% and 4.68%, respectively, versus comparable year ago yields of 3.19% and 4.39%. Exhibit II-2 provides historical interest rate trends from 1995 through March 3, 2006.

Regional Economy

The Bank’s primary market area has a fairly diversified local economy, with employment in services, wholesale/retail trade, fire, insurance, and real estate, and government serving as the basis of the regional economy. Service jobs were by far the largest employment sector in all four of the primary market area counties. Jobs in the wholesale/retail trade constituted the second

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largest employment sector in Bronx, Kings, and Westchester Counties, while government jobs provided the second largest source of jobs in New York County. Similar to national trends, service jobs have accounted for most of the recent job growth in the regional economy. Table 2.2 provides an overview of employment by sector, for the primary market area counties.

Table 2.2

Primary Market Area Employment Sectors

(Percent of Labor Force)(1)

Employment Sectors	Bronx		Kings		New York		Westchester		Primary Market Average
Services	56.9	%	54.0	%	46.6	%	47.0	%	51.1	%
Wholesale/Retail	13.3		14.0		8.8		13.7		12.5
Government	8.4		6.1		17.4		12.4		11.1
Fin., Ins. & Real Estate	6.9		7.8		16.4		10.7		10.4
Construction	4.5		5.2		1.4		6.0		4.3
Manufacturing	3.3		5.4		2.0		3.9		3.7
Transportation/Warehousing	N/A		4.9		N/A		2.5		1.9
Information	1.6		1.7		5.7		3.0		3.0
Other	5.1		0.9		1.7		0.8		2.0
	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

(1) As of 2003.

Source: Regional Economic Information System Bureau of Economic Analysis.

Comparative unemployment rates for the primary market area counties, as well as for the U.S. and New York, are shown in Table 2.3. December 2005 unemployment rates for the primary market counties ranged from a low of 3.9% in Westchester County to a high of 7.4% in Bronx County, with all of the market area counties, except Westchester County, exceeding the comparable U.S. and New York unemployment rates. The comparatively higher unemployment rates indicated for the primary market area counties tends to be a characteristic of inner city markets in general, which tend to have higher concentrations of chronically unemployed compared to the surrounding suburban markets. Consistent with the national trend, the December 2005 unemployment rates for the state of New York and all four of the primary market area counties were lower compared to a year ago.

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Table 2.3

Unemployment Trends(1)

Region	December 2004 Unemployment		December 2005 Unemployment
United States	5.1	%	4.6	%
New York	5.4		5.0
Bronx County	8.1		7.4
Kings County	6.8		6.1
New York County	5.5		5.1
Westchester County	4.1		3.9

(1) Unemployment rates have not been seasonally adjusted.

Source: U.S. Bureau of Labor Statistics.

Market Area Deposit Characteristics and Trends

The Bank’s retail deposit base is closely tied to the economic fortunes of the New York City metropolitan area and, in particular, the markets that are nearby to one of Northeast Community’s office locations. Table 2.4 displays deposit market trends from June 30, 2002 through June 30, 2005 for the branches that were maintained by the Bank during that period. Additional data is also presented for the state of New York. The data reflects New York County maintains a significant concentration of the state’s total deposits, as total bank and thrift deposits in New York County accounted for over half of the total bank and thrift deposits maintained in the state at June 30, 2005. New York County also had the strongest deposit growth during the three year period, with annual deposit growth rates for the primary market area counties ranging from 2.9% in Bronx County to 15.3% in New York County. Consistent with the state of New York, commercial banks maintained a larger market share of deposits than savings institutions in all primary market area counties. For the three year period covered in Table 2.4, savings institutions experienced a decrease in deposit market share in all of the Bank’s primary market area counties.

Northeast Community maintains its largest market share of deposits in Bronx County. The Bank’s $72.7 million of deposits at the Bronx County branch represented a 0.7% market share of thrift and bank deposits at June 30, 2005. Comparatively, the three branches in New York County had total deposits of $94.3 million at June 30, 2005, the Bank’s largest balance of deposits, which represented less than a 0.0% market share of the New York County bank and thrift deposits. As part of the New York metropolitan area, the New York County market is a highly competitive banking market where the Bank competes against significantly larger competitors as well as a number of locally-based institutions that operate primarily in the New York MSA. The Kings County branch had the highest annual deposit growth rate of 1.9% for the three year period, but only had $24.8 million in deposits and a 0.1% market share of total bank and thrift deposits maintained in Kings County. Northeast Community sold its branch in Westchester County in October 2002, with the Bank’s current balance of deposits reflected for Westchester County consisting only of escrow deposits held at the main office.

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Table 2.4

Northeast Community Bank

Deposit Summary

	As of June 30,
	2002					2005					Deposit Growth Rate 2002-2005
	Deposits		Market Share		# of Branches	Deposits		Market Share		# of Branches
	(Dollars in Thousands)										(%)
State of New York	$	516,010,048	100.0	%	4,526	$	695,494,565	100.0	%	4,942	10.5	%
Commercial Banks		434,941,735	84.3	%	3,585		604,203,504	86.9	%	3,809	11.6	%
Savings Institutions		81,068,313	15.7	%	941		91,291,061	13.1	%	1,133	4.0	%
Bronx County	$	9,145,401	100.0	%	113	$	9,955,461	100.0	%	129	2.9	%
Commercial Banks		6,804,773	74.4	%	88		7,583,755	76.2	%	95	3.7	%
Savings Institutions		2,340,628	25.6	%	25		2,371,706	23.8	%	34	0.4	%
Northeast Community		76,060	0.8	%	1		72,661	0.7	%	1	-1.5	%
Kings County	$	27,233,438	100.0	%	247	$	31,682,686	100.0	%	275	5.2	%
Commercial Banks		14,188,259	52.1	%	136		19,369,582	61.1	%	167	10.9	%
Savings Institutions		13,045,179	47.9	%	111		12,313,104	38.9	%	108	-1.9	%
Northeast Community		23,423	0.1	%	1		24,797	0.1	%	1	1.9	%
New York County	$	250,503,882	100.0	%	469	$	384,213,295	100.0	%	566	15.3	%
Commercial Banks		242,910,641	97.0	%	400		373,643,443	97.2	%	476	15.4	%
Savings Institutions		7,593,241	3.0	%	69		10,569,852	2.8	%	90	11.7	%
Northeast Community		90,207	0.0	%	3		94,283	0.0	%	3	1.5	%
Westchester County	$	22,194,661	100.0	%	306	$	27,771,894	100.0	%	336	7.8	%
Commercial Banks		19,023,430	85.7	%	265		24,530,038	88.3	%	288	8.8	%
Savings Institutions		3,171,231	14.3	%	41		3,241,856	11.7	%	48	0.7	%
Northeast Community(1)		22,888	0.1	%	1		5,948	0.0	%	—	-36.2	%

(1) Northeast Community’s Westchester County branch was sold in October 2002. The June 30, 2005 deposits reflected for Westchester County consist of escrow funds maintained at the main office.

Sources: FDIC and SNL Financial.

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Competition

As implied by the Bank’s very low market share of deposits, competition among financial institutions in the Bank’s market area is significant. Among the Bank’s competitors are much larger and more diversified institutions, which have greater resources than maintained by Northeast Community. Financial institution competitors in the Bank’s primary market area include other locally based thrifts and banks, as well as regional, super regional and money center banks. From a competitive standpoint, Northeast Community has sought to emphasize its community orientation in the markets served by its branches. Table 2.5 lists the Bank’s largest competitors in the three counties currently served by its branches, based on deposit market share as noted parenthetically. The Bank’s market share and market rank are also provided in Table 2.5.

Table 2.5

Northeast Community Bank

Market Area Deposit Competitors

Location	Name
Bronx County	JP Morgan Chase Bank NA (30.5%)
	Citibank National Assn. (16.5%)
	HSBC Bank USA Assn. (8.3%)
	Northeast Comm. (0.7%) - Rank of 17

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Table 2.5(continued)

Northeast Community Bank

Market Area Deposit Competitors

Location	Name
Kings County	JP Morgan Chase Bank NA (19.1%)
	Washington Mutual Bank (11.4%)
	Citibank National Assn. (11.3%)
	Northeast Comm. (0.1%) - Rank of 33
New York County	JP Morgan Chase Bank NA (38.2%)
	Citibank National Assn. (26.8%)
	HSBC Bank USA Assn. (8.2%)
	Northeast Comm. (0.0%) - Rank of 63

Sources: SNL Financial and FDIC.

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III. PEER GROUP ANALYSIS

This chapter presents an analysis of Northeast Community’s operations, versus a group of comparable companies (the “Peer Group”), selected from the universe of all publicly-traded savings institutions. The primary basis of the pro forma market valuation of Northeast Community is provided by these public companies. Factors affecting the Bank’s pro forma market value such as financial condition, credit risk, interest rate risk, and recent operating results can be readily assessed in relation to the Peer Group. Current market pricing of the Peer Group, subject to appropriate adjustments to account for differences between Northeast Community and the Peer Group, will then be used as a basis for the valuation of Northeast Community’s to-be-issued common stock.

Peer Group Selection

The mutual holding company form of ownership has been in existence in its present form since 1991. As of the date of this appraisal, there were approximately 35 publicly-traded institutions operating as subsidiaries of MHCs. We believe there are a number of characteristics of MHC shares that make them different from the shares of fully-converted companies. These factors include: (1) lower aftermarket liquidity in the MHC shares since less than 50% of the shares are available for trading; (2) guaranteed minority ownership interest, with no opportunity of exercising voting control of the institution in the MHC form of organization; (3) the potential impact of “second-step” conversions on the pricing of public MHC institutions; (4) the regulatory policies regarding the dividend waiver by MHC institutions; and (5) most MHCs have formed mid-tier holding companies, facilitating the ability for stock repurchases, thus improving the liquidity of the stock on an interim basis. We believe that each of these factors has an impact on the pricing of the shares of MHC institutions, and that such factors are not reflected in the pricing of fully-converted public companies.

Given the unique characteristics of the MHC form of ownership, RP Financial concluded that the appropriate Peer Group for Northeast Community’s valuation should be comprised of subsidiary institutions of mutual holding companies. The selection of publicly-traded mutual holding companies for the Bank’s Peer Group is consistent with the regulatory guidelines and

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other recently completed MHC transactions. Further, the Peer Group should be comprised of only those MHC institutions whose common stock is either listed on a national exchange or is NASDAQ listed, since the market for companies trading in this fashion is regular and reported. We believe non-listed MHC institutions are inappropriate for the Peer Group, since the trading activity for thinly-traded stocks is typically highly irregular in terms of frequency and price and may not be a reliable indicator of market value. We have excluded from the Peer Group those public MHC institutions that are currently pursuing a “second-step” conversion and/or companies whose market prices appear to be distorted by speculative factors or unusual operating conditions. MHCs which have recently completed a minority stock offering have been excluded as well, due to the lack of a seasoned trading history and insufficient quarterly financial data that includes the impact of the offering proceeds. The universe of all publicly-traded institutions is included as Exhibit III-1.

Basis of Comparison

This appraisal includes two sets of financial data and ratios for the Peer Group institutions. The first set of financial data reflects the actual book value, earnings, assets and operating results reported by the Peer Group institutions in its public filings inclusive of the minority ownership interest outstanding to the public. The second set of financial data, discussed at length in the following chapter, places the Peer Group institutions on equal footing by restating their financial data and pricing ratios on a “fully-converted” basis through assuming the sale of the majority shares held by the MHCs in public offerings based on their current trading prices and standard assumptions for a thrift conversion offering. Throughout the appraisal, the adjusted figures will be specifically identified as being on a “fully-converted” basis. Unless so noted, the figures referred to in the appraisal will be actual financial data reported by the Peer Group institutions.

Both sets of financial data have their specific use and applicability to the appraisal. The actual financial data, as reported by the Peer Group companies and reflective of the minority interest outstanding, will be used in Chapter III to make financial comparisons between the Peer Group and the Bank. The differences between the Peer Group’s reported financial data and the

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financial data of Northeast Community are not significant enough to distort the conclusions of the comparison (in fact, such differences are greater in a standard conversion appraisal). The adjusted financial data (fully-converted basis) will be more fully described and quantified in the pricing analysis discussed in Chapter IV. The fully-converted pricing ratios are considered critical to the valuation analysis in Chapter IV, because they place each Peer Group institution on a fully-converted basis (making their pricing ratios comparable to the pro forma valuation conclusion reached herein), eliminate distortion in pricing ratios between Peer Group institutions that have sold different percentage ownership interests to the public, and reflect the implied pricing ratios being placed on the Peer Group institutions in the market today to reflect the unique trading characteristics of publicly-traded MHC institutions.

Northeast Community’s Peer Group

Under ideal circumstances, the Peer Group would be comprised of ten publicly-traded New York-based MHC institutions with capital, earnings, credit quality and interest rate risk comparable to Northeast Community. However, given the limited number of publicly-traded institutions in the MHC form of ownership, the selection criteria was necessarily broad-based and not confined to a particular geographic market area. In light of the relatively small asset size of the Bank, the first selection criteria used for the Peer Group was to select all publicly-traded MHCs located in the Mid-Atlantic region of the U.S. with assets of less than $1 billion, a seasoned trading history and a core return on average assets ratio of at least 0.25%. Seven companies qualified for the Peer Group under the first selection criteria. The second selection criteria was to select all publicly-traded MHCs located in the Northeast region of the U.S. with assets of less than $1 billion, a seasoned trading history and a core return on average assets ratio of at least 0.25%. Four companies qualified for the Peer Group under the second selection criteria. The asset sizes of the Peer Group companies ranged from $123 million to $844 million. The universe of all publicly-traded MHC institutions, exclusive of institutions that have announced second-step conversions, is included as Exhibit III-2 and Exhibit III-3 provides summary demographic and deposit market share data for the primary market areas served by each of the Peer Group companies.

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Unlike the universe of fully-converted publicly-traded thrifts, which includes approximately 136 companies, the universe of public MHC institutions is small, thereby potentially reducing the prospects of a highly comparable Peer Group. Nonetheless, because the trading characteristics of public MHC institution shares are significantly different from those of fully-converted companies, public MHC institutions were the most appropriate group to consider as Peer Group candidates for this valuation. Relying solely on full stock public companies for the Peer Group would not capture the difference in current market pricing for public MHC institutions and thus could lead to distorted valuation conclusions. The federal regulatory agencies have previously concurred with this selection procedure of the Peer Group for MHC valuations. To account for differences between Northeast Community and the MHC Peer Group in reaching a valuation conclusion, it will be necessary to make certain valuation adjustments. The following discussion addresses financial similarities and differences between Northeast Community and the Peer Group.

Table 3.1 on the following page lists key general characteristics of the Peer Group companies. Although there are differences among several of the Peer Group members, by and large they are well-capitalized and profitable institutions and their decision to reorganize in MHC form suggests a commonality of operating philosophy. Importantly, the trading prices of the Peer Group companies reflect the unique operating and other characteristics of public MHC institutions. While the Peer Group is not exactly comparable to Northeast Community, we believe such companies form a good basis for the valuation of Northeast Community, subject to certain valuation adjustments.

In aggregate, the Peer Group companies maintain a higher level of capitalization relative to the universe of all public thrifts (13.65% of assets versus 11.09% for the all public average), generate slightly lower earnings on a return on average assets basis (0.65% ROAA versus 0.72% for the all public average), and generate a lower return on equity (4.72% ROE versus 7.60% for the all public average). The summary table below underscores the key differences, particularly in the average pricing ratios between full stock and MHC institutions (both as reported and on a fully-converted basis).

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[Table 3.1 Appears Here]

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	All Publicly-Traded		Peer Group Reported Basis		Fully Converted Basis (Pro Forma)
Financial Characteristics (Averages)
Assets ($Mil)	2,735		520		586
Equity/Assets (%)	11.09	%	13.65	%	22.78
Return on Assets (%)	0.72		0.65		0.70
Return on Equity (%)	7.60		4.72		3.05
Pricing Ratios (Averages)(1)
Price/Earnings (x)	19.68x		29.00x		27.24x
Price/Book (%)	152.97	%	173.66	%	91.45	%
Price/Assets (%)	16.88		23.23		20.82

(1) Based on market prices as of March 3, 2006.

The following sections present a comparison of Northeast Community’s financial condition, income and expense trends, loan composition, interest rate risk and credit risk versus the figures reported by the Peer Group. The conclusions drawn from the comparative analysis are then factored into the valuation analysis discussed in the final chapter.

Financial Condition

Table 3.2 shows comparative balance sheet measures for Northeast Community and the Peer Group. Northeast Community’s and the Peer Group’s ratios reflect balances as of December 31, 2005, unless otherwise indicated for the Peer Group companies. Northeast Community’s net worth base of 18.1% was above the Peer Group’s average net worth ratio of 13.7%. Accordingly, with the addition of the net stock proceeds realized from the public offering, the Bank will maintain a significantly higher equity-to-assets ratio than the Peer Group. All of the Bank’s capital consisted of tangible capital, while the Peer Group’s capital included intangibles equal to 0.5% of assets. Northeast Community’s significantly higher pro forma capital position will be favorable from a risk perspective and in terms of future earnings potential that could be realized through leverage and lower funding costs. However, at the same time, Northeast Community’s higher pro forma capitalization will likely result in a very low return on

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[Table 3.2 Appears Here]

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equity in the intermediate-term. The Bank’s regulatory capital ratios were also above the comparable Peer Group ratios.

The interest-earning asset compositions for the Bank and the Peer Group were somewhat similar, with loans constituting the bulk of interest-earning assets for both Northeast Community and the Peer Group. The Bank’s loans-to-assets ratio of 79.9% was higher than the comparable Peer Group ratio of 61.1%. Comparatively, the Bank’s cash and investments-to-assets ratio of 16.9% was lower than the comparable ratio for the Peer Group of 33.9%. Overall, Northeast Community’s interest-earning assets amounted to 96.8% of assets, which was slightly above the comparable Peer Group ratio of 95.0%.

Northeast Community’s funding liabilities reflected a funding strategy that was fairly comparable to that of the Peer Group’s funding composition. The Bank’s deposits equaled 80.9% of assets, which was higher than the comparable Peer Group ratio of 70.8%. Borrowings accounted for a higher portion of the Peer Group’s interest-bearing funding composition, as the Bank did not have any borrowings. The Peer Group’s borrowings-to-assets ratio equaled 14.4%. Total interest-bearing liabilities maintained by the Bank and the Peer Group, as a percent of assets, equaled 80.9% and 85.2%, respectively, with the Bank’s lower ratio supported by maintenance of a higher capital position.

A key measure of balance sheet strength for a thrift institution is its IEA/IBL ratio. Presently, the Bank’s IEA/IBL ratio is stronger than the Peer Group’s ratio, based on IEA/IBL ratios of 119.7% and 111.5%, respectively. The additional capital realized from stock proceeds should serve to increase the Bank’s IEA/IBL ratio, as the interest free capital realized in Northeast Community’s stock offering is expected to be mostly deployed into interest-earning assets.

The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items. Northeast Community’s and the Peer Group’s growth rates are based on growth for the year ended December 31, 2005 or the most recent period available for the Peer Group. Northeast Community experienced a 0.3% reduction in assets, versus asset growth of 10.8% recorded by the Peer Group. The slight decline in the Bank’s assets during 2005 was the result of a decline in cash and investments, as those funds were largely redeployed into loan growth. Asset growth for

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the Peer Group was also primarily realized through loan growth and was supplemented with modest growth of cash and investments. The Bank recorded a 13.8% increase in loans during 2005, which was not quite as strong as the Peer Group’s loan growth rate of 16.8%.

Cash and investment also funded a nominal decline in the Bank’s deposits for 2005. Comparatively, asset growth for the Peer Group was primarily funded by deposit growth of 9.7% and was supplemented with a 7.4% increase in borrowings. Capital growth rates posted by the Bank and the Peer Group equaled 4.8% and 0.4%, respectively. Factors contributing to the Bank’s higher capital growth rate included its higher return on assets, as well as retention of all of its earnings. Additionally, the Peer Group’s capital growth rate was slowed by dividend payments as well as stock repurchases. The increase in capital realized from stock proceeds, as well as possible dividend payments and stock repurchases, will likely depress the Bank’s capital growth rate following the stock offering.

Income and Expense Components

Table 3.3 displays comparable statements of operations for the Bank and the Peer Group, based on earnings for the twelve months ended December 31, 2005, unless otherwise indicated for the Peer Group companies. Northeast Community and the Peer Group reported net income to average assets ratios of 0.83% and 0.65%, respectively. A higher level of net interest income and lower loan loss provisions accounted for the Bank’s higher return. The Peer Group’s earnings reflected comparative earnings advantages with respect to a higher level of non-interest operating income, a lower level of operating expenses and a lower effective tax rate.

A higher interest income ratio and a lower interest expense ratio both contributed to the Bank’s higher net interest income to average assets ratio. The Bank’s higher interest income ratio was realized through earning a higher yield on interest-earning assets (5.58% versus 5.17% for the Peer Group), which was supported by the Bank’s interest-earning asset composition that reflected a higher concentration of loans and a greater degree of diversification into higher yielding types of loans in comparison to the Peer Group’s interest-earning asset composition. A higher ratio of assets maintained in interest-earning assets also contributed to the Bank’s higher interest income ratio. The Bank’s lower interest expense ratio was supported by a lower cost of

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[Table 3.3 Appears Here]

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funds (1.62% versus 2.19% for the Peer Group), as well as maintenance of a lower level of interest-bearing liabilities resulting from its stronger capital position. Overall, Northeast Community and the Peer Group reported net interest income to average assets ratios of 4.08% and 3.06%, respectively.

In another key area of core earnings strength, the Bank maintained a higher level of operating expenses than the Peer Group. For the period covered in Table 3.3, the Bank and the Peer Group reported operating expense to average assets ratios of 3.13% and 2.75%, respectively. Consistent with the Bank’s higher operating expense ratio, Northeast Community maintained a comparatively higher number of employees relative to its asset size. Assets per full time equivalent employee equaled $3.4 million for the Bank, versus a comparable measure of $4.3 million for the Peer Group. Northeast Community’s higher operating expense ratio could in part be attributed to an interest-earning asset composition that reflected a higher concentration of loans relative to the Peer Group’s ratio, which cost more to generate and service than investments. Likewise, the Bank’s funding composition that consisted of a relatively high level of transaction and savings accounts are more costly to service than time deposits and borrowings. The comparatively higher cost of conducting business in New York City was another factor that contributed to the Bank’s higher level of operating expenses. On a post-offering basis, the Bank’s operating expenses can be expected to increase with the addition of stock benefit plans and certain expenses that result from being a publicly traded company, with such expenses already impacting the Peer Group’s operating expenses. At the same time, Northeast Community’s capacity to leverage operating expenses will be significantly greater than the Peer Group’s leverage capacity following the increase in capital realized from the infusion of net stock proceeds.

When viewed together, net interest income and operating expenses provide considerable insight into a thrift’s earnings strength, since those sources of income and expenses are typically the most prominent components of earnings and are generally more predictable than losses and gains realized from the sale of assets or other non-recurring activities. In this regard, as measured by their expense coverage ratios (net interest income divided by operating expenses), the Bank’s earnings were stronger than the Peer Group’s. Expense coverage ratios posted by Northeast Community and the Peer Group equaled 1.30x and 1.11x, respectively. An expense

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coverage ratio of greater than 1.0x indicates that an institution is able to sustain pre-tax profitability without having to rely on non-interest sources of income.

As noted above, sources of non-interest operating income provided a slightly larger contribution to the Peer Group’s earnings. Non-interest operating income equaled 0.71% and 0.53% of the Peer Group’s and Northeast Community’s average assets, respectively. Taking non-interest operating income into account in comparing the Bank’s and the Peer Group’s earnings, Northeast Community’s efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of non-interest operating income and net interest income) of 67.9% was more favorable than the Peer Group’s efficiency ratio of 72.9%. The Bank’s more favorable efficiency ratio was realized through maintenance of a stronger net interest margin, which more than offset the Peer Group’s higher level of non-interest operating income and lower level of operating expenses.

Loan loss provisions had a larger impact on the Peer Group’s earnings, as no loss provisions were established by the Bank during the twelve month period. Comparatively, loss provisions established by the Peer Group equaled 0.05% of average assets. The higher level of loss provisions established by the Peer Group was consistent with the Peer Group’s less favorable credit quality with regard to non-performing loans, particularly as the Bank did not hold any non-performing loans at December 31, 2005 (see Table 3.6).

Net losses from the sale of assets were a small factor in the Bank’s and Peer Group’s earnings, as they both posted net losses equal to 0.01% of average assets. Typically, gains and losses generated from the sale of assets are viewed as earnings with a relatively high degree of volatility and, thus, are substantially discounted in the evaluation of an institution’s core earnings. The net loss indicated for the Peer Group included a one time expense recorded by one of the Peer Group companies pursuant to funding a charitable foundation established at the time of its minority stock offering.

Taxes had a more significant impact on the Bank’s earnings, as Northeast Community and the Peer Group posted effective tax rates of 44.12% and 28.28%, respectively. As indicated in the prospectus, the Bank’s effective marginal tax rate is equal to 44.0%.

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Loan Composition

Table 3.4 presents data related to the Bank’s and the Peer Group’s loan portfolio compositions and investment in mortgage-backed securities. In light of the significant concentration of the Bank’s assets maintained in multi-family/commercial real estate loans, the Peer Group’s composition of assets reflected a much higher concentration of 1-4 family permanent mortgage loans and mortgage-backed securities than maintained by the Bank (54.3% of assets versus 3.4% for the Bank). The Peer Group’s higher ratio was attributable to maintaining higher concentrations of both 1-4 family loans and mortgage-backed securities compared to the Bank’s ratios. Loans serviced for others equaled 1.3% and 4.2% of the Bank’s and the Peer Group’s assets, respectively, thereby indicating a slightly greater influence of mortgage banking activities on the Peer Group’s operations. The Bank did not maintain any servicing intangible assets, while servicing intangible were only a nominal factor on the Peer Group’s balance sheet.

Diversification into higher risk types of lending was greater for Northeast Community, due to the Bank’s significant concentration of loans maintained in multi-family/commercial real estate loans. Loans secured by multi-family/commercial real estate properties comprised 79.8% of the Bank’s assets. Loan diversification for the Peer Group was also primarily concentrated in multi-family/commercial real estate loans, with such loan amounting to only 10.7% of the Peer Group’s assets. Other areas of lending diversification were more significant for the Peer Group, as the Bank’s only other area of lending diversification consisted of a nominal amount of consumer loans. Comparatively, other areas of lending diversification for the Peer Group were fairly evenly distributed between construction/land loans, commercial business loans and consumer loans. Notwithstanding the Bank’s higher ratio of loans-to-assets and high concentration of loans maintained in multi-family/commercial real estate loans, the Bank’s risk weighted assets-to-assets ratio of 55.5%, was only slightly above the comparable Peer Group ratio of 54.0%.

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[Table 3.4 Appears Here]

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Interest Rate Risk

Table 3.5 reflects various key ratios highlighting the relative interest rate risk exposure of the Bank versus the Peer Group companies. In terms of balance sheet composition, Northeast Community’s interest rate risk characteristics were considered to be more favorable than the Peer Group’s. Most notably, Northeast Community’s higher tangible capital position and higher IEA/IBL ratio indicate a lesser dependence on the yield-cost spread to sustain the net interest margin. The Bank’s lower level of non-interest earning assets also represented an advantage with respect to capacity to generate net interest income and, in turn, limit the interest rate risk associated with the balance sheet. On a pro forma basis, the infusion of stock proceeds should serve to provide the Bank with more significant comparative advantages over the Peer Group’s balance sheet interest rate risk characteristics, particularly with respect to the increases that will be realized in the Bank’s equity-to-assets and IEA/IBL ratios.

To analyze interest rate risk associated with the net interest margin, we reviewed quarterly changes in net interest income as a percent of average assets for Northeast Community and the Peer Group. In general, the relative fluctuations in the Bank’s and the Peer Group’s net interest income to average assets ratios were considered to be fairly comparable and, thus, based on the interest rate environment that prevailed during the period analyzed in Table 3.5, Northeast Community and the Peer Group were viewed as maintaining a similar degree of interest rate risk exposure in their respective net interest margins. The stability of the Bank’s net interest margin should be enhanced by the infusion of stock proceeds, as the increase in capital will reduce the level of interest rate sensitive liabilities funding Northeast Community’s assets.

Credit Risk

Overall, the credit risk associated with the Bank’s balance sheet was considered to be less than the Peer Group’s, as implied by Northeast Community’s more favorable credit quality measures for non-performing assets. As of December 31, 2005, the Bank did not hold any non-performing assets. Comparatively, as shown in Table 3.6, the Peer Group’s ratio of non-performing assets and accruing loans that are more than 90 days past due equaled 0.20% of assets. Non-performing loans for the Peer Group equaled 0.19% of loans. The Peer Group’s

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[Table 3.5 Appears Here]

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[Table 3.6 Appears Here]

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loss reserves as a percent of non-performing loans equaled 337.6%. Loss reserved maintained as percent of loans were slightly higher for the Peer Group (0.75% versus 0.63% for the Bank). The Bank’s credit risk exposure was also considered to be more favorable with respect to not recording any net loan charge-offs for the twelve month period. Comparatively, net loan charge-offs recorded by the Peer Group equaled 0.06% of net loans receivable.

Summary

Based on the above analysis, RP Financial concluded that the Peer Group forms a reasonable basis for determining the pro forma market value of Northeast Community. Such general characteristics as asset size, capital position, interest-earning asset composition, funding composition, core earnings measures, loan composition, credit quality and exposure to interest rate risk all tend to support the reasonability of the Peer Group from a financial standpoint. Those areas where differences exist will be addressed in the form of valuation adjustments to the extent necessary.

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IV. VALUATION ANALYSIS

Introduction

This chapter presents the valuation analysis and methodology used to determine Northeast Community’s estimated pro forma market value for purposes of pricing the minority stock. The valuation incorporates the appraisal methodology promulgated by the OTS and adopted in practice by the FDIC for standard conversions and mutual holding company offerings, particularly regarding selection of the Peer Group, fundamental analysis on both the Bank and the Peer Group, and determination of the Bank’s pro forma market value utilizing the market value approach.

Appraisal Guidelines

The OTS written appraisal guidelines specify the market value methodology for estimating the pro forma market value of an institution. The FDIC, state banking agencies and other Federal agencies have endorsed the OTS appraisal guidelines as the appropriate guidelines involving mutual-to-stock conversions. As previously noted, the appraisal guidelines for MHC offerings are somewhat different, particularly in the Peer Group selection process. Specifically, the regulatory agencies have indicated that the Peer Group should be based on the pro forma fully-converted pricing characteristics of publicly-traded MHCs, rather than on already fully-converted publicly-traded stock thrifts, given the unique differences in stock pricing of MHCs and fully-converted stock thrifts. Pursuant to this methodology: (1) a peer group of comparable publicly-traded MHC institutions is selected; (2) a financial and operational comparison of the subject company to the peer group is conducted to discern key differences; and (3) the pro forma market value of the subject company is determined based on the market pricing of the peer group, subject to certain valuation adjustments based on key differences. In addition, the pricing characteristics of recent conversions and MHC offerings must be considered.

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RP Financial Approach to the Valuation

The valuation analysis herein complies with such regulatory approval guidelines. Accordingly, the valuation incorporates a detailed analysis based on the Peer Group, discussed in Chapter III, which constitutes “fundamental analysis” techniques. Additionally, the valuation incorporates a “technical analysis” of recently completed conversions and stock offerings of comparable MHCs, including closing pricing and aftermarket trading of such offerings. It should be noted that these valuation analyses, based on either the Peer Group or the recent conversions and MHC transactions, cannot possibly fully account for all the market forces which impact trading activity and pricing characteristics of a stock on a given day.

The pro forma market value determined herein is a preliminary value for the Bank’s to-be-issued stock. Throughout the MHC process, RP Financial will: (1) review changes in the Bank’s operations and financial condition; (2) monitor the Bank’s operations and financial condition relative to the Peer Group to identify any fundamental changes; (3) monitor the external factors affecting value including, but not limited to, local and national economic conditions, interest rates, and the stock market environment, including the market for thrift stocks; and (4) monitor pending MHC offerings, and to a lesser extent, standard conversion offerings, both regionally and nationally. If material changes should occur prior to the close of the offering, RP Financial will evaluate if updated valuation reports should be prepared reflecting such changes and their related impact on value, if any. RP Financial will also prepare a final valuation update at the closing of the offering to determine if the prepared valuation analysis and resulting range of value continues to be appropriate.

The appraised value determined herein is based on the current market and operating environment for the Bank and for all thrifts. Subsequent changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or major world events), which may occur from time to time (often with great unpredictability) may materially impact the market value of all thrift stocks, including Northeast Community’s value, the market value of the stocks of public MHC institutions, or Northeast Community’s value alone. To the extent a change in factors impacting

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the Bank’s value can be reasonably anticipated and/or quantified, RP Financial has incorporated the estimated impact into its analysis.

Valuation Analysis

A fundamental analysis discussing similarities and differences relative to the Peer Group was presented in Chapter III. The following sections summarize the key differences between the Bank and the Peer Group and how those differences affect the pro forma valuation. Emphasis is placed on the specific strengths and weaknesses of the Bank relative to the Peer Group in such key areas as financial condition, profitability, growth and viability of earnings, asset growth, primary market area, dividends, liquidity of the shares, marketing of the issue, management, and the effect of government regulations and/or regulatory reform. We have also considered the market for thrift stocks, in particular new issues, to assess the impact on value of Northeast Community coming to market at this time.

1. Financial Condition

The financial condition of an institution is an important determinant in pro forma market value because investors typically look to such factors as liquidity, capital, asset composition and quality, and funding sources in assessing investment attractiveness. The similarities and differences in the Bank’s and the Peer Group’s financial strengths are noted as follows:

• Overall A/L Composition. Loans funded by retail deposits were the primary components of both Northeast Community’s and the Peer Group’s balance sheets. The Bank’s interest-earning asset composition exhibited a higher concentration of loans and a greater degree of diversification into higher risk and higher yielding types of loans. Overall, the Bank’s asset composition provided for a higher yield earned on interest-earning assets and a similar risk weighted assets-to-assets ratio as maintained by the Peer Group. Northeast Community’s funding composition reflected a higher level of deposits and a lower level of borrowings in comparison to the Peer Group’s ratios, which provided the Bank with a lower cost of funds than maintained by the Peer Group. Overall, as a percent of assets, the Bank maintained a higher level of interest-earning assets and a lower level of interest-bearing liabilities compared to the Peer Group’s ratios, which provided for a higher IEA/IBL ratio for the Bank. The infusion of stock proceeds should serve to increase the Bank’s IEA/IBL ratio and, thus, widen the comparative advantage currently maintained by Northeast Community relative to the Peer Group’s

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IEA/IBL ratio. On balance, RP Financial concluded that a moderate upward adjustment was warranted for the Bank’s balance sheet liquidity.

• Credit Quality. Given that the Bank did not hold any non-performing loans at December 31, 2005, the Peer Group’s credit quality measures for non-performing assets and non-performing loans were not as favorable as the Bank’s measures. Loss reserves as a percent of loans were slightly higher for the Peer Group. Net loan charge-offs were slightly higher for the Peer Group, while risk weighted assets-to-assets ratios were similar for the Bank and the Peer Group. Overall, in comparison to the Peer Group, the Bank’s measures imply a lower degree of credit exposure and, thus, RP Financial concluded that a moderate upward adjustment was warranted for the Bank’s credit quality.

• Balance Sheet Liquidity. The Peer Group operated with a higher level of cash and investment securities relative to the Bank (33.9% of assets versus 16.9% for the Bank). Following the infusion of stock proceeds, the Bank’s cash and investments ratio is expected to increase as the proceeds retained at the holding company level will be initially deployed into investments. The Bank’s future borrowing capacity was considered to be greater than the Peer Group’s, given that the Bank did not hold any borrowings at December 31, 2005. Overall, RP Financial concluded that no adjustment was warranted for the Bank’s liquidity.

• Funding Liabilities. The Bank’s interest-bearing funding composition reflected a higher level of deposits and a lower level of borrowings relative to the comparable Peer Group ratios, which provided the Bank with a lower of cost of funds than maintained by the Peer Group. Total interest-bearing liabilities as a percent of assets were lower for the Bank compared to the Peer Group’s ratio, which was attributable to Northeast Community’s higher capital position. Accordingly, following the stock offering, the increase in Northeast Community’s capital position should serve to further lower the Bank’s level of interest-bearing liabilities relative to the Peer Group’s. Overall, RP Financial concluded that a moderate upward adjustment was warranted for Northeast Community’s funding composition.

• Capital. The Bank operates with a higher pre-offering capital ratio than the Peer Group, based on equity-to-assets ratios of 18.1% and 13.7% for the Bank and the Peer Group, respectively. Accordingly, following the minority stock offering, Northeast Community’s pro forma capital position will be well above the Peer Group’s equity-to-assets ratio. The Bank’s higher pro forma capital position implies greater leverage capacity, lower dependence on interest-bearing liabilities to fund assets and a greater capacity to absorb unanticipated losses. Overall, RP Financial concluded that a slight upward adjustment was warranted for the Bank’s pro forma capital position.

On balance, Northeast Community’s balance sheet strength was considered to be more favorable than Peer Group’s, as implied by the Bank’s more favorable overall asset/liability

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composition, credit quality, funding composition and capital strength. Our evaluation of the Bank’s financial condition also took into consideration the potential increase in capital that would be realized if the Bank is successful in selling the land and development rights for the Manhattan branch located on First Avenue. The consideration given the sale of the Manhattan property is somewhat tempered by the uncertainty of if or when the sale would be consummated and what the ultimate purchase price would be. Accordingly, we concluded that a moderate upward valuation adjustment was warranted for the Bank’s financial strength.

2. Profitability, Growth and Viability of Earnings

Earnings are a key factor in determining pro forma market value, as the level and risk characteristics of an institution’s earnings stream and the prospects and ability to generate future earnings heavily influence the multiple that the investment community will pay for earnings. The major factors considered in the valuation are described below.

• Reported Earnings. The Bank’s reported earnings were higher than the Peer Group’s on a ROAA basis (0.83% of average assets versus 0.65% for the Peer Group). The Bank maintained a higher net interest margin and lower loss provision than the Peer Group, which was partially offset by the Peer Group’s lower level of operating expenses, higher level of non-interest operating income and lower effective tax rate. Reinvestment of stock proceeds into interest-earning assets will serve to increase the Bank’s earnings, with the benefit of reinvesting proceeds expected to be somewhat offset by higher operating expenses associated with operating as a publicly-traded company and the implementation of stock benefit plans. Overall, the Bank’s reported earnings were considered to be stronger than the Peer Group’s earnings and, thus, RP Financial concluded that a slight upward adjustment was appropriate for the Bank’s reported earnings.

• Core Earnings. Both the Bank’s and the Peer Group’s earnings were derived largely from recurring sources, including net interest income, operating expenses, and non-interest operating income. In these measures, the Bank operated with a higher net interest margin, a higher operating expense ratio and a lower level of non-interest operating income. The Bank’s higher ratios for net interest income and operating expenses translated into a higher expense coverage ratio compared to the Peer Group’s ratio (1.30x versus 1.11x for the Peer Group). Similarly, the Bank’s efficiency ratio of 67.9% was slightly more favorable than the Peer Group’s efficiency ratio of 72.9%, as the Bank’s higher net interest margin more than offset the Peer Group’s more favorable ratios for operating expenses and non-interest operating income. Loss provisions had a slightly larger impact on the Peer Group’s earnings, while the Bank had a higher effective tax rate than

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indicated for the Peer Group. Overall, these measures, as well as the expected earnings benefits the Bank should realize from the redeployment of stock proceeds into interest-earning assets, which will somewhat be negated by expenses associated with the stock benefit plans and operating as a publicly-traded company, indicate that the Bank’s core earnings are stronger than the Peer Group’s core earnings. Therefore, RP Financial concluded that a slight upward adjustment was warranted for the Bank’s core earnings.

• Interest Rate Risk. Quarterly changes in the Bank’s and the Peer Group’s net interest income to average assets ratios indicated the degree of volatility associated with the Bank’s and the Peer Group’s net interest margins were comparable. Other measures of interest rate risk, such as capital, IEA/IBL and non-interest earnings assets ratios, were more favorable for the Bank, thereby indicating that the Bank maintained a lower dependence on the yield-cost spread to sustain net interest income. On a pro forma basis, the Bank’s capital position and IEA/IBL ratio will be enhanced by the infusion of stock proceeds and, thus, provide the Bank with more significant comparative advantages relative to the Peer Group’s balance sheet ratios. Accordingly, RP Financial concluded that a slight upward adjustment was warranted for the Bank’s interest rate risk.

• Credit Risk. Loan loss provisions were a larger factor in the Peer Group’s earnings, as no loss provisions were established by the Bank for the twelve months ended December 31, 2005. In terms of future exposure to credit quality related losses, lending diversification into higher risk types of loans was greater for the Bank and the Bank maintained a higher concentration of assets in loans. The Bank’s and the Peer Group’s credit quality measures indicated that the Bank maintained a lower level of non-performing assets and a lower level of loss reserves as a percent of loans. Overall, RP Financial concluded that a moderate upward adjustment was warranted for this factor.

• Earnings Growth Potential. Several factors were considered in assessing earnings growth potential. First, the Bank’s historical growth was not as strong as the Group’s, as the Peer Group’s stronger loan growth supported a higher asset growth rate. Second, the infusion of stock proceeds will increase the Bank’s earnings growth potential with respect to leverage capacity. Third, opportunities to increase earnings through loan and deposit growth are considered to be comparable for the Bank and the Peer Group, as the more densely populated market served by the Bank is viewed as being somewhat negated by the higher degree of competition that the Bank faces as the result of operating in a large urban market. Lastly, the Peer Group’s slightly higher level of non-interest operating income implies greater earnings growth potential and sustainability of earnings during periods when net interest margins come under pressure as the result of adverse changes in interest rates. Overall, a slight upward adjustment was warranted for the Bank’s earnings growth potential.

• Return on Equity. Currently, the Bank’s ROE approximates the Peer Group’s ROE, which was realized through earning a higher return on assets with a higher

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level of capital than maintained by the Peer Group. As the result of the increase in capital that will be realized from the infusion of net stock proceeds, the Bank’s return on equity will initially be below the comparable averages for the Peer Group and all publicly-traded thrifts. In view of the lower capital growth rate that will be imposed by Northeast Community’s lower ROE, we concluded that a slight downward adjustment was warranted for the Bank’s ROE.

Overall, the downward adjustment applied for the Bank’s return on equity was more than offset by the upward earnings adjustments applied for the Bank’s reported earnings, core earnings, credit risk, interest rate risk and earnings growth potential. Our evaluation of the Bank’s earnings also took into consideration the potential increase in earnings that could be realized through redeployment of after-tax funds realized from the sale of the Manhattan branch property into interest-earning assets. The consideration given the sale is somewhat tempered by the uncertainty of if or when the sale would be consummated and what the ultimate purchase price would be. Accordingly, on balance, we believe a moderate upward valuation adjustment was warranted for profitability, growth and viability of earnings.

3. Asset Growth

The Peer Group recorded stronger asset growth than the Bank, as the Bank experienced a nominal decline in assets that resulted from a decline in cash and investments in which most of those funds were redeployed into loan growth. Comparatively, the Peer Group recorded a 10.8% increase in assets, which was largely achieved through loan growth and supplemented with a slight increase in cash investments. Loan growth was slightly stronger for the Peer Group (16.8% versus 13.8% loan growth for the Bank), with the Bank’s lower growth rate resulting from its higher loans-to-assets ratio. On a pro forma basis, the Bank’s tangible equity-to-assets ratio will be well above the Peer Group’s tangible equity-to-assets ratio, indicating greater leverage capacity for the Bank. On balance, we concluded that a slight upward adjustment was warranted for this factor.

4. Primary Market Area

The general condition of an institution’s market area has an impact on value, as future success is in part dependent upon opportunities for profitable activities in the local market

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served. Overall, the New York metropolitan area is considered to account for the major portion of the Bank’s deposit and lending activities, although the Bank’s lending activities expand along the Northeast Corridor. Operating in a densely populated market area provides the Bank with growth opportunities, but such growth must be achieved in a highly competitive market environment. The Bank competes against significantly larger institutions that provide a larger array of services and have significantly larger branch networks than maintained by Northeast Community. The competitiveness of the New York City market area is highlighted by the Bank’s nominal deposit market share.

The Peer Group companies operate in less densely populated markets with lower per capita income than New York City, but, in general, population growth rates for the markets served by the Peer Group companies were comparable to New York City’s population growth rate and the Peer Group companies operate in markets with a lower cost of living than New York City. The average and median deposit market shares maintained by the Peer Group companies were significantly above the Bank’s market share of deposits in New York City. Overall, the degree of competition faced by the Peer Group companies was viewed as significantly less than faced by the Bank in New York City, while the growth potential in the markets served by the Peer Group companies was for the most part viewed to be similar to the Bank’s primary market area. Summary demographic and deposit market share data for the Bank and the Peer Group companies is provided in Exhibit III-3. As shown in Table 4.1, December 2005 unemployment rates for the majority of the markets served by the Peer Group companies were generally in the range of the December 2005 unemployment rates indicated for Westchester County (3.9%) and New York County (5.1%). On balance, we concluded that no adjustment was appropriate for the Bank’s market area.

Table 4.1

Market Area Unemployment Rates

Northeast Community Bank and the Peer Group Companies(1)

	County	December 2005 Unemployment
Northeast Community Bank - NY	New York	5.1	%
	Westchester	3.9

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Table 4.1(continued)

Market Area Unemployment Rates

Northeast Community Bank and the Peer Group Companies(1)

The Peer Group
Abington Community MHC – PA	Montgomery	3.3
Alliance Bank MHC – PA	Delaware	3.9	%
Clifton Savings MHC – NJ	Passaic	5.4
Gouverneur Bancorp MHC – NY	St. Lawrence	5.8
Greene County Bancorp MHC – NY	Greene	4.9
Naugatuck Valley Financial MHC – CT	New Haven	4.7
Ocean Shore Holding MHC – NJ	Cape May	8.4
Oneida Financial MHC – NY	Madison	5.1
PSB Holdings, Inc. MHC – CT	Windham	5.0
SI Financial Group MHC – CT	Windham	5.0
Westfield Financial MHC – MA	Hampden	5.5

(1) Unemployment rates are not seasonally adjusted.

Source: U.S. Bureau of Labor Statistics.

5. Dividends

At this time the Bank has not established a dividend policy. Future declarations of dividends by the Board of Directors will depend upon a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax considerations, minimum capital requirements, regulatory limitations, stock market characteristics and general economic conditions.

Ten out of the eleven Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 1.10% to 4.09%. The average dividend yield on the stocks of the Peer Group institutions equaled 2.03% as of March 3, 2006. As of March 3, 2006, approximately 88% of all publicly-traded thrifts had adopted cash dividend policies (see Exhibit IV-1), exhibiting an average yield of 2.21%. The dividend paying thrifts generally maintain higher than average profitability ratios, facilitating their ability to pay cash dividends.

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Our valuation adjustment for dividends for Northeast Community also considered the regulatory policy with regard to waiver of dividends by the MHC. Under current policy, any waiver of dividends by an FDIC regulated MHC requires that the minority stockholders’ ownership interest be reduced in a second-step conversion to reflect the cumulative waived dividend account. Comparatively, no adjustment for waived dividends is required for OTS regulated companies in a second-step conversion. As an MHC operating under OTS regulation, the Bank will be subject to the same regulatory dividend policy as a large majority of the Peer Group companies (nine of the Peer Group companies operate under OTS regulation pursuant to the dividend waiver policy). Accordingly, we believe that to the extent Northeast Community’s pro forma market value would be influenced by the OTS’ dividend policy regarding MHC institutions, it has been sufficiently captured in the pricing of the Peer Group companies.

While the Bank has not established a definitive dividend policy prior to converting, the Bank will have the capacity to pay a dividend comparable to the Peer Group’s average dividend yield based on pro forma earnings and capitalization. On balance, we concluded that no adjustment was warranted for purposes of the Bank’s dividend policy.

6. Liquidity of the Shares

The Peer Group is by definition composed of companies that are traded in the public markets. Nine of the Peer Group members trade on the NASDAQ system and the remaining two companies trade on the AMEX. Typically, the number of shares outstanding and market capitalization provides an indication of how much liquidity there will be in a particular stock. The market capitalization of the Peer Group companies, based on the shares issued and outstanding to public shareholders (i.e., excluding the majority ownership interest owned by the respective MHCs) ranged from $11.2 million to $136.7 million as of March 3, 2006, with average and median market values of $54.6 million and $36.4 million, respectively. The shares issued and outstanding to the public shareholders of the Peer Group members ranged from 688,000 to 13.2 million, with average and median shares outstanding of 4.3 million and 3.4 million, respectively. The Bank’s minority stock offering is expected to have a pro forma market value and public shares outstanding that will be similar to the averages and medians indicated for the Peer Group. Like the majority of the Peer Group companies, the Bank’s stock will be quoted

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on the NASDAQ National Market System following the stock offering. Overall, we anticipate that the Bank’s public stock will have a comparable trading market as the Peer Group companies on average and, therefore, concluded no adjustment was necessary for this factor.

7. Marketing of the Issue

Three separate markets exist for thrift stocks: (1) the after-market for public companies, both fully-converted stock companies and MHCs, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (2) the new issue market in which converting thrifts are evaluated on the basis of the same factors but on a pro forma basis without the benefit of prior operations as a publicly-held company and stock trading history; and (3) the thrift acquisition market. All three of these markets were considered in the valuation of the Bank’s to-be-issued stock.

A. The Public Market

The value of publicly-traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations. Exhibit IV-1 provides pricing and financial data on all publicly-traded thrifts. In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected rates of economic growth, regulatory issues and stock market conditions in general. Exhibit IV-2 displays historical stock market trends for various indices and includes historical stock price index values for thrifts and commercial banks. Exhibit IV-3 displays historical stock price indices for thrifts only.

In terms of assessing general stock market conditions, the performance of the overall stock market has been mixed over the past year. Despite surging oil prices, the Dow Jones Industrial Average (“DJIA”) moved back into positive territory for the year in early-March 2005. Strong job growth reflected in the February employment data and better than expected retail sales for February were factors that contributed to the positive move in stocks during the first week of March. Higher oil prices and interest rates pressured stocks lower in mid-March, as rising commodity prices rekindled inflation fears. The downturn in stocks continued into the second half of March, as stocks were weighed down by news of a record U.S. trade deficit in

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2004, General Motors’ warning that earnings would be significantly below an earlier forecast and record high oil prices. Increased expectations of higher interest rates further depressed stocks in late-March, as the Federal Reserve surprised investors by signaling for the first time in more than four years that it was concerned with inflation. As expected, the Federal Reserve concluded its March meeting by raising its target for the federal funds rate to 2.75% from 2.5%. After the DJIA dropped to a two-month low, a decline in oil prices helped lift the DJIA to its biggest one-day gain for the year at the end of March 2005. However, the first quarter of 2005 still showed a decline in the DJIA for the third year in a row.

Weaker-than-expected job growth reflected in the March 2005 employment data pushed stocks lower at the start of the second quarter. Following a brief rally in early-April, the broader stock market moved to a five-month low in mid-April. The sell-off was based on concerns of a slowing U.S. economy, higher inflation and rising oil prices. Comparatively, economic data which showed a decline in initial jobless claims, a pick-up in Mid-Atlantic manufacturing activity and strong new home sales combined with some favorable first quarter earnings reports fueled a sharp rise in the stock market heading into late-April. A stronger-than-expected employment report for April, optimism about interest rates and a big planned purchase of General Motors shares helped to lift stocks in early-May. Gains in the broader stock market generally continued through the balance of May, as oil prices dropped and the economy showed signs of sustaining growth with low inflation following an upward revision in GDP growth for the first quarter while an accompanying inflation measure remained unrevised. The positive trend in the broader stock market was sustained through the first half of June, fueled by economic data which showed steady growth and mild inflation. After moving to a three-month high in mid-June, stocks declined at the end of the second quarter on continued worries over oil prices, slowing economic growth and the Federal Reserve’s plans for raising interest rates further.

The broader stock market rebounded at the start of the third quarter of 2005, as investors reacted favorably to falling oil prices and job growth reflected in the June employment data. Favorable inflation data for June and some positive third quarter earnings reports sustained the rally into the latter part of July. Stocks posted further gains in early-August on optimism about the economy, corporate profits and interest rates. Concerns that rising oil prices would

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reduce consumer spending and hurt corporate earnings produced a downward trend in the stock market during the second half of August, with the DJIA posting a 1.5% loss for the month of August. The stock market showed resiliency in the aftermath of Hurricane Katrina, as oil prices fell following the Energy Department’s decision to release some of the Strategic Petroleum Reserve. Lower oil prices and an upbeat report from the Federal Reserve that showed the economy kept growing in July and August helped to extend the rebound in the stock market heading into mid-September. The rebound in the broader stock market paused in mid-September, as Hurricane Rita, higher oil prices and a quarter point rate increase by the Federal Reserve contributed to the DJIA posting its worst weekly loss in three months for the trading week ending September 23^rd. Stocks rebounded mildly at the close of the third quarter, which helped the DJIA to a 2.9% gain for the third quarter.

Inflation fears pushed stocks lower at the start of the fourth quarter of 2005, as comments from the Federal Reserve suggested that the central bank was worried about inflation and was likely to keep raising rates. The DJIA dropped to a five-month low in mid-October, reflecting concerns that high oil prices would depress consumer spending. Mixed results for third quarter earnings and inflation worries translated into an uneven trading market through the end of October. Optimism that a strong economy would produce a year-end rally provided a lift to the broader stock market in early-November. Lower bond yields and oil prices helped to extend the rally through mid-November. The DJIA approached a four and one-half year high in late-November, as the Federal Reserve hinted that the cycle of rate increases could be approaching an end. Stocks fluctuated in first half of December, as strong economic news and higher oil prices renewed concerns about inflation and rising interest rates. Acquisitions in the technology and pharmaceutical industries, along with some positive economic news showing a dip in unemployment claims and strong third quarter GDP growth, provided a boost to the broader stock market heading into late-December. However, the gains were not sustained through the end of the year, as higher oil prices, inflation concerns and the inversion of the yield curve pulled stocks lower in late-December.

The broader stock market rallied higher at the start of 2006 on indications that the Federal Reserve was nearing an end to the current cycle of rate increases. In the second week of January, the DJIA closed above 11000 for the first time since before September 11, 2001.

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Higher oil prices, some disappointing fourth quarter earnings and worries about Iran pushed stocks lower in mid-January, which was followed by a rebound in the broader stock market in late-January. The late-January gains were supported by some favorable fourth quarter earnings and economic news showing strong December orders for durable goods and lower than expected unemployment. Mixed reaction to some fourth quarter earnings reports and concerns about the housing market cooling off provided for a choppy market during the first half of February. Some favorable economic data, which included a surge in January retail sales and only a slight rise in core consumer prices for January, supported gains in the broader stock market heading into late-February. Major indexes approached multi-year highs in late-February, before faltering at the end of February on economic data showing a decline in consumer confidence and the housing market slowing down. As an indication of the general trends in the nation’s stock markets over the past year, as of March 3, 2006, the DJIA closed at 11021.59 an increase of 0.7% from one year ago and an increase of 2.8% year-to-date, and the NASDAQ closed at 2302.60 an increase of 11.2% from one year ago and an increase of 4.4% year-to-date. The Standard & Poors 500 Index closed at 1287.23 on March 3, 2006, an increase of 5.3% from one year ago and an increase of 3.1% year-to-date.

The market for thrift stocks has been mixed during the past twelve months, but, in general, thrift stocks have appreciated and declined in conjunction with the broader market. Thrift stocks followed the broader market higher in early-March 2005, as long-term interest rates declined slightly. Likewise, thrift stocks declined in conjunction with broader market during mid-March on the spike-up in long-term interest rates and signals from the Federal Reserve that it was becoming more concerned about inflation. Thrift stocks participated in the broader market rally at the close of the first quarter, with the SNL Thrift Index posting a one-day gain of 1.3% compared to 1.1% gain for the DJIA.

Thrift issues started the second quarter of 2005 trading in a narrow range and then followed the broader market lower in mid-April, reflecting concerns that first quarter earnings in the thrift sector would show the negative effects of net interest margin compression resulting from the flattening of the yield curve. Acquisition speculation involving some large thrifts and a strong report on new home sales in March provided a boost to thrift stocks in late-April. Thrift stocks continued to show strength at the beginning of May, as long-term Treasury yields headed

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higher on news that the U.S. Treasury Department was considering bringing back the 30-year Treasury bond. Surprisingly strong job growth cooled off the thrift rally at the end of the first week of May. Thrift stocks rebounded in mid-May on strength in the broader market and a smaller than expected increase in the April consumer price index, which served to ease inflation concerns. Tame inflation data in the revised first quarter GDP report provided a boost to thrift stocks in late-May.

A weak employment report for May 2005 and concerns of an inverted yield curve provided for a mild pull back in thrift issues in early-June. Thrift stocks strengthened in mid-June, supported by a decline in the May consumer price index which served to calm inflation fears. Stocks in general also moved higher in mid-June on news that consumer confidence was up in June, reflecting the impact of a decline in the national unemployment rate and lower gasoline prices. Thrift stocks traded in a narrow range at the end of the second quarter, outperforming the broader market as acquisition activity in the financial services sector largely offset factors that were negatively impacting stocks in general such as higher oil prices.

Strength in the broader stock market and some positive second quarter earnings reports in the thrift sector supported a positive trend in thrift stocks at the beginning of the third quarter of 2005. Thrift stocks settled into a narrow trading range in late-July and early-August, as higher short-term interest rates provided for further flattening of the Treasury yield curve. Weakness in the broader market combined with a flatter yield curved pressured thrift stocks lower in mid- and late-August. Similar to the broader market, the market for thrift issues showed mixed results in early-September amid ongoing concerns about the long-term economic impact of Hurricane Katrina. Strength in the broader market and speculation of the Federal Reserve taking a pause in increasing rates supported a mild rally in thrift stocks going into mid-September. Likewise, thrift issues sold off in conjunction with the broader stock market going into late-September, as investors reacted negatively to the Federal Reserve hiking interest rates by another quarter point and the threat of Hurricane Rita hurting energy production. In contrast to the rebound in the broader stock market, thrift issues continued their slide at the end of the third quarter as a sharp decline in September consumer confidence weighed heavily on the thrift sector.

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Thrift stocks retreated further at the beginning of the fourth quarter of 2005 on concerns about higher interest rates and inflation. Mixed earnings reports and shareholder activism at Sovereign Bancorp produced a choppy trading market for the thrift sector heading into late-October. Some positive macroeconomic news, which included a rise in consumer spending, helped to initiate a rally in thrift stocks at the end of October. Strength in the broader stock market and merger speculation helped to fuel gains for thrift stocks through much of November. Overall, the SNL Index for all publicly-traded thrifts registered a 3.6% increase during November. Thrift issues generally eased lower during early-December, reflecting concerns about higher interest rates and the strength of the housing market. Signals from the Federal Reserve that it could stop raising rates sometime in 2006 and easing inflation fears on lower than expected revised third quarter GDP growth lifted thrift stocks going into late-December. However, weakness in the broader market and an inverted yield curve pressured thrift stocks lower at year end.

Thrift stocks participated in the broader stock market rally at the beginning of the New Year, as interest rate sensitive issues benefited from news that rate increases by the Federal Reserve may be nearing an end. Thrift stocks continued to parallel the broader market in mid-January, as the sector traded down following some disappointing fourth quarter earnings caused by net interest margin pressure. Short covering and a slight improvement in the yield curve provided for a brief rebound in thrift stocks in late-January 2006, followed by a downward move in the sector at the end of January as investors anticipated another rate hike by the Federal Reserve. The downward trend in thrift stocks continued through mid-February, reflecting concerns that valuations were too high in light of a number of thrift issues experiencing a weaker earnings outlook due to spread compression resulting from the inverted yield curve. Thrift stocks strengthened along with the broader market heading into late-February, as mortgage lenders benefited from inflation data that showed only a small rise in core consumer prices for January and news that housing starts surged in January. Comparatively, reports of declining home sales, lower consumer confidence and higher oil prices depressed thrift stocks at the end of February and the first week of March. On March 3, 2006, the SNL Index for all publicly-traded thrifts closed at 1,636.2, an increase of 2.9% from one year ago and an increase of 1.2% year-to-date. The SNL MHC Index closed at 3,016.0 on March 3, 2006, an increase of 3.8% from one year ago and an increase of 3.6% year-to-date.

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B. The New Issue Market

In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the Bank’s pro forma market value. The new issue market is separate and distinct from the market for seasoned thrift stocks in that the pricing ratios for converting issues are computed on a pro forma basis, specifically: (1) the numerator and denominator are both impacted by the conversion offering amount, unlike existing stock issues in which price change affects only the numerator; and (2) the pro forma pricing ratio incorporates assumptions regarding source and use of proceeds, effective tax rates, stock plan purchases, etc. which impact pro forma financials, whereas pricing for existing issues are based on reported financials. The distinction between pricing of converting and existing issues is perhaps no clearer than in the case of the price/book (“P/B”) ratio in that the P/B ratio of a converting thrift will typically result in a discount to book value whereas in the current market for existing thrifts the P/B ratio often reflects a premium to book value. Therefore, it is appropriate to also consider the market for new issues, both at the time of the conversion and in the aftermarket.

After experiencing a softer market in the first quarter of 2005, particularly with respect to mutual holding company offerings where a number of new issues traded below their IPO prices, speculative interest in converting thrifts lessened and the new issue market for converting issues showed signs of stabilizing during the second half of 2005 and into the beginning of 2006. As shown in Table 4.2, one second-step conversion and two mutual holding company offerings were completed during the past three months. The mutual holding company offerings are considered to be more relevant for purposes of our analysis. One of the MHC offerings was closed at the top of its super range and the other MHC offering was closed at the minimum of its valuation range. On a fully-converted basis, the average closing pro forma price/tangible book ratio of the recent MHC offerings equaled 75.0%. On average, the prices of the recent MHC offerings reflected price appreciation of 4.0% and 3.0% after the first week and first month of trading, respectively.

Shown in Table 4.3 are the current pricing ratios for NEBS Bancshares, which is the only company that completed a fully-converted offering during the past three months. NEBS

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[Table 4.2 Appears Here]

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[Table 4.3 Appears Here]

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Bancshares’ offering was a second-step conversion, which tend to be priced higher on a P/TB basis than a standard conversion. The current P/TB ratio of NEBS Bancshares equaled 107.1%. NEBS Bancshares’ closing stock price on March 3, 2006 was 8.0% above its IPO price.

C. The Acquisition Market

Also considered in the valuation was the potential impact on Northeast Community’s stock price of recently completed and pending acquisitions of other savings institutions operating in New York. As shown in Exhibit IV-4, there were ten New York thrift acquisitions completed from the beginning of 2002 through year-to-date 2005, and there are currently four acquisitions pending for New York savings institutions. To the extent that speculation of a re-mutualization may impact the Bank’s valuation, we have largely taken this into account in selecting companies which operate in the MHC form of ownership. Accordingly, the Peer Group companies are considered to be subject to the same type of acquisition speculation that may influence Northeast Community’s trading price.

* * * * * * * * * * *

In determining our valuation adjustment for marketing of the issue, we considered trends in both the overall thrift market, the new issue market including the new issue market for MHC shares and the local acquisition market for thrift stocks. Taking these factors and trends into account, RP Financial concluded that no adjustment was appropriate in the valuation analysis for purposes of marketing of the issue.

8. Management

Northeast Community’s management team appears to have experience and expertise in all of the key areas of the Bank’s operations. Exhibit IV-5 provides summary resumes of Northeast Community’s Board of Directors and senior management. The financial characteristics of the Bank suggest that the Board and senior management have been effective in implementing an operating strategy that can be well managed by the Bank’s present organizational structure. The Bank currently does not have any senior management positions that are vacant.

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Similarly, the returns, capital positions and other operating measures of the Peer Group companies are indicative of well-managed financial institutions, which have Boards and management teams that have been effective in implementing competitive operating strategies. Therefore, on balance, we concluded no valuation adjustment relative to the Peer Group was appropriate for this factor.

9. Effect of Government Regulation and Regulatory Reform

In summary, as a federally-insured savings institution operating in the MHC form of ownership, Northeast Community will operate in substantially the same regulatory environment as the Peer Group members — all of whom are adequately capitalized institutions and are operating with no apparent restrictions. Exhibit IV-6 reflects the Bank’s pro forma regulatory capital ratios. The one difference noted between Northeast Community and two of the Peer Group companies that operate under FDIC guidelines in the area of policy regarding dividend waivers (see the discussion above for “Dividends”). Since this factor was already accounted for in the “Dividends” section of this appraisal, no further adjustment has been applied for the effect of government regulation and regulatory reform.

Summary of Adjustments

Overall, based on the factors discussed above, we concluded that the Bank’s pro forma market value should reflect the following valuation adjustments relative to the Peer Group:

Key Valuation Parameters:	Valuation Adjustment
Financial Condition	Moderate Upward
Profitability, Growth and Viability of Earnings	Moderate Upward
Asset Growth	Slight Upward
Primary Market Area	No Adjustment
Dividends	No Adjustment
Liquidity of the Shares	No Adjustment
Marketing of the Issue	No Adjustment
Management	No Adjustment
Effect of Government Regulations and Regulatory Reform	No Adjustment

RP^® Financial, LC.

Page 4.22

Basis of Valuation - Fully-Converted Pricing Ratios

As indicated in Chapter III, the valuation analysis included in this section places the Peer Group institutions on equal footing by restating their financial data and pricing ratios on a “fully-converted” basis. We believe there are a number of characteristics of MHC shares that make them different from the shares of fully-converted companies. These factors include: (1) lower aftermarket liquidity in the MHC shares since less than 50% of the shares are available for trading; (2) no opportunity for public shareholders to exercise voting control; (3) the potential pro forma impact of second-step conversions on the pricing of MHC institutions; (4) the regulatory policies regarding the dividend waiver policy by MHC institutions; and (5) the middle-tier structure maintained by most MHCs facilitates the ability for stock repurchases. The above characteristics of MHC shares have provided MHC shares with different trading characteristics versus fully-converted companies. To account for the unique trading characteristics of MHC shares, RP Financial has placed the financial data and pricing ratios of the Peer Group on a fully-converted basis to make them comparable for valuation purposes. Using the per share and pricing information of the Peer Group on a fully-converted basis accomplishes a number of objectives. First, such figures eliminate distortions that result when trying to compare institutions that have different public ownership interests outstanding. Secondly, such an analysis provides ratios that are comparable to the pricing information of fully-converted public companies, and more importantly, are directly applicable to determining the pro forma market value range of the 100% ownership interest in Northeast Community as an MHC. Lastly, such an analysis allows for consideration of the potential dilutive impact of dividend waiver policies adopted by the Federal agencies. This technique is validated by the investment community’s evaluation of MHC pricing, which also incorporates the pro forma impact of a second-step conversion based on the current market price.

To calculate the fully-converted pricing information for MHCs, the reported financial information for the public MHCs must incorporate the following assumptions, based on completed second-step conversions to date: (1) all shares owned by the MHC are assumed to be sold at the current trading price in a second step-conversion; (2) the gross proceeds from such a sale are adjusted to reflect reasonable offering expenses and standard stock based benefit plan parameters that would be factored into a second-step conversion of MHC institutions; (3) net

RP^® Financial, LC.

Page 4.23

proceeds are assumed to be reinvested at market rates on a tax effected basis; and (4) the public ownership interest is adjusted to reflect the pro forma impact of the waived dividends pursuant to applicable regulatory policy. Book value per share and earnings per share figures for the public MHCs were adjusted by the impact of the assumed second step-conversion, resulting in an estimation of book value per share and earnings per share figures on a fully-converted basis. Table 4.4 on the following page shows the calculation of per share financial data (fully-converted basis) for each of the eleven public MHC institutions that form the Peer Group.

Valuation Approaches: Fully-Converted Basis

In applying the accepted valuation methodology promulgated by the OTS and adopted by the FDIC, i.e., the pro forma market value approach, including the fully-converted analysis described above, we considered the three key pricing ratios in valuing Northeast Community’s to-be-issued stock — price/earnings (“P/E”), price/book (“P/B”), and price/assets (“P/A”) approaches — all performed on a pro forma basis including the effects of the stock proceeds. In computing the pro forma impact of the conversion and the related pricing ratios, we have incorporated the valuation parameters disclosed in Northeast Community’s prospectus for reinvestment rate, effective tax rate and stock benefit plan assumptions (summarized in Exhibits IV-7 and IV-8). Pursuant to the minority stock offering, we have also incorporated the valuation parameters disclosed in Northeast Community’s prospectus for offering expenses. The assumptions utilized in the pro forma analysis in calculating the Bank’s full conversion value were consistent with the assumptions utilized for the minority stock offering, except expenses were assumed to equal 2.0% of gross proceeds, the ESOP was assumed to equal 8.0% of the offering, the MRP was assumed to equal 4.0% of the offering and the stock option plan was assumed to equal 10.0% of the offering.

In our estimate of value, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group, recent conversions and MHC offerings.

RP^® Financial, LC.

Page 4.24

[Table 4.4 Appears Here]

RP^® Financial, LC.

Page 4.25

RP Financial’s valuation placed an emphasis on the following:

• P/E Approach. The P/E approach is generally the best indicator of long-term value for a stock. Given the similarities between the Bank’s and the Peer Group’s earnings composition and overall financial condition, the P/E approach was carefully considered in this valuation. At the same time, recognizing that (1) the earnings multiples will be evaluated on a pro forma fully-converted basis for the Bank as well as for the Peer Group; and (2) the Peer Group on average has had the opportunity to realize the benefit of reinvesting the minority offering proceeds, we also gave weight to the other valuation approaches.

• P/B Approach. P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, particularly in the context of an initial public offering, as the earnings approach involves assumptions regarding the use of proceeds. RP Financial considered the P/B approach to be a valuable indicator of pro forma value taking into account the pricing ratios under the P/E and P/A approaches. We have also modified the P/B approach to exclude the impact of intangible assets (i.e., price/tangible book value or “P/TB”), in that the investment community frequently makes this adjustment in its evaluation of this pricing approach.

• P/A Approach. P/A ratios are generally a less reliable indicator of market value, as investors typically assign less weight to assets and attribute greater weight to book value and earnings. Furthermore, this approach as set forth in the regulatory valuation guidelines does not take into account the amount of stock purchases funded by deposit withdrawals, thus understating the pro forma P/A ratio. At the same time, the P/A ratio is an indicator of franchise value, and, in the case of highly capitalized institutions, high P/A ratios may limit the investment community’s willingness to pay market multiples for earnings or book value when ROE is expected to be low.

The Bank will adopt Statement of Position (“SOP”) 93-6, which will cause earnings per share computations to be based on shares issued and outstanding excluding unreleased ESOP shares. For purposes of preparing the pro forma pricing analyses, we have reflected all shares issued in the offering, including all ESOP shares, to capture the full dilutive impact, particularly since the ESOP shares are economically dilutive, receive dividends and can be voted. However, we did consider the impact of the adoption of SOP 93-6 in the valuation.

Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed above which included the potential gain that may be realized from the sale of Manhattan branch property, RP Financial concluded that as of March 3, 2006, the pro forma market value of Northeast Community’s full conversion offering equaled $100,000,000 at the midpoint, equal to 10,000,000 shares at $10.00 per share.

RP^® Financial, LC.

Page 4.26

1. Price-to-Earnings (“P/E”). The application of the P/E valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/E multiple (fully-converted basis) to the pro forma earnings base. In applying this technique, we considered both reported earnings and a recurring earnings base, that is, earnings adjusted to exclude any one-time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment of the net proceeds. The Bank’s reported earnings equaled $1.990 million for the twelve months ended December 31, 2005. In deriving Northeast Community’s core earnings, the only adjustment made to reported earnings was to eliminate net losses from disposal off fixed assets, which equaled $19,000 for the twelve months ended December 31, 2005. As shown below, on a tax effected basis, assuming an effective marginal tax rate of 44.0% for the losses on fixed assets, the Bank’s core earnings were determined to equal $2.001 million for the twelve months ended December 31, 2005. (Note: see Exhibit IV-9 for the adjustments applied to the Peer Group’s earnings in the calculation of core earnings).

	Amount
		($000)
Net income	$	1,990
Add back: Loss on fixed assets(1)		11
Core earnings estimate	$	2,001

(1) Tax effected at 44.0%.

Based on Northeast Community’s reported and estimated core earnings and incorporating the impact of the pro forma assumptions discussed previously, the Bank’s pro forma reported and core P/E multiples (fully-converted basis) at the $100.0 million midpoint value equaled 36.23 times and 36.09 times, respectively, which provided for premiums of 33.0% and 28.5% relative to the Peer Group’s average reported and core P/E multiples (fully-converted basis) of 27.24 times and 28.09 times, respectively (see Table 4.5). At the top of the superrange, the Bank’s reported and core P/E multiples equaled 43.96 times and 43.80 times, respectively. In comparison to the Peer Group’s average reported and core P/E multiples, the Bank’s P/E multiples at the top of the superrange reflected premiums of 61.4% and 55.9%, respectively.

On an MHC reported basis, the Bank’s reported and core P/E multiples at the midpoint value of $100.0 million equaled 44.51 times and 44.30 times, respectively. The Bank’s reported

RP^® Financial, LC.

Page 4.27

[Table 4.5 Appears Here]

RP^® Financial, LC.

Page 4.28

and core P/E multiples provided for premiums of 53.5% and 43.5% relative to the Peer Group’s average reported and core P/E multiples of 29.00 times and 30.87 times, respectively. The Bank’s implied MHC pricing ratios relative to the MHC pricing ratios for the Peer Group are shown in Table 4.6, and the pro forma calculations are detailed in Exhibits IV-10 and Exhibit IV-11.

2. Price-to-Book (“P/B”). The application of the P/B valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/B ratio, as derived from the Peer Group’s P/B ratio (fully-converted basis), to Northeast Community’s pro forma book value (fully-converted basis). Based on the $100.0 million midpoint valuation, Northeast Community’s pro forma P/B and P/TB ratios both equaled 77.45%. In comparison to the average P/B and P/TB ratios for the Peer Group of 91.45% and 93.78%, the Bank’s ratios reflected a discount of 15.3% on a P/B basis and a discount of 17.4% on a P/TB basis. At the top of the superrange, the Bank’s P/B and P/TB ratios on a fully-converted basis both equaled 84.31%. In comparison to the Peer Group’s average P/B and P/TB ratios, the Bank’s P/B and P/TB ratios at the top of the superrange reflected discounts of 7.8% and 10.1%, respectively. RP Financial considered the discounts under the P/B approach to be reasonable in light of the Bank’s resulting P/E multiples and very high equity-to-assets ratio that results in a very low return on equity.

On an MHC reported basis, the Bank’s P/B and P/TB ratios at the $100.0 million midpoint value both equaled 124.53%. In comparison to the average P/B and P/TB ratios indicated for the Peer Group of 173.66% and 181.40%, respectively, Northeast Community’s ratios were discounted by 28.3% on a P/B basis and 31.4% on a P/TB basis.

3. Price-to-Assets (“P/A”). The P/A valuation methodology determines market value by applying a valuation P/A ratio (fully-converted basis) to the Bank’s pro forma asset base, conservatively assuming no deposit withdrawals are made to fund stock purchases. In all likelihood there will be deposit withdrawals, which results in understating the pro forma P/A ratio which is computed herein. At the midpoint of the valuation range, Northeast Community’s full conversion value equaled 30.79% of pro forma assets. Comparatively, the Peer Group

RP^® Financial, LC.

Page 4.29

[Table 4.6 Appears Here]

RP^® Financial, LC.

Page 4.30

companies exhibited an average P/A ratio (fully-converted basis) of 20.83%, which implies a premium of 47.9% has been applied to the Bank’s pro forma P/A ratio (fully-converted basis).

On an MHC reported basis, Northeast Community’s pro forma P/A ratio at the $100.0 million midpoint value equaled 36.23%. In comparison to the Peer Group’s average P/A ratio of 23.23%, Northeast Community’s P/A ratio indicated a premium of 57.0%.

Comparison to Recent Offerings

As indicated at the beginning of this chapter, RP Financial’s analysis of recent conversion and MHC offering pricing characteristics at closing and in the aftermarket has been limited to a “technical” analysis and, thus, the pricing characteristics of recent conversion offerings can not be a primary determinate of value. Particular focus was placed on the P/TB approach in this analysis, since the P/E multiples do not reflect the actual impact of reinvestment and the source of the stock proceeds (i.e., external funds vs. deposit withdrawals). The two recently completed MHC offerings closed at an average price/tangible book ratio of 75.0% (fully-converted basis) and, on average, appreciated 4.0% and 3.0% after one week and one month of trading, respectively. In comparison, the Bank’s P/TB ratio of 77.5% at the midpoint value reflected an implied premium of 3.3% relative to the average closing P/TB ratio of the recent MHC offerings. At the top of the superrange, the Bank’s P/TB ratio of 84.3% reflected an implied premium of 12.4% relative to the average closing P/TB ratio of the recent MHC offerings. The current fully-converted P/TB ratio of Magyar Bancorp, which is the one recent MHC offering that is traded on NASDAQ, equaled 82.9% based on closing market prices as of March 3, 2006. In comparison to the current P/TB ratio of Magyar Bancorp, the Bank’s P/TB ratio at the midpoint value reflects an implied discount of 6.6% and at the top of the superrange reflects an implied premium of 1.7%.

Valuation Conclusion

Based on the foregoing, it is our opinion that, as of March 3, 2006, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion, both shares issued publicly as well as to the MHC, equaled $100,000,000 at the midpoint, equal to 10,000,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $85,000,000 and a maximum value of $115,000,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 8,500,000 at the minimum and 11,500,000 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a supermaximum value of $132,250,000 without a resolicitation. Based on the $10.00 per share offering price, the supermaximum value would result in total shares outstanding of 13,225,000. The Board of Directors has established a public offering range such that the public ownership of the Bank will constitute a 45.0% ownership interest. Accordingly, the offering to the public of the minority stock will equal $38,250,000 at the minimum, $45,000,000 at the midpoint, $51,750,000 at the maximum and $59,512,500 at the supermaximum of the valuation range. The pro forma valuation calculations relative to the Peer Group (fully-converted basis) are shown in Table 4.5 and are detailed in Exhibit IV-7 and Exhibit IV-8; the pro forma valuation calculations relative to the Peer Group based on reported financials are shown in Table 4.6 and are detailed in Exhibits IV-10 and IV-11.

EX-99.2

Exhibit 99.2

[Northeast Community Bank]

Dear Depositor:

The Board of Directors of Northeast Community Bank, formally known as Fourth Federal Savings Bank, has voted unanimously in favor of a plan of reorganization and stock issuance whereby Northeast Community Bank will reorganize from a mutual savings bank into the mutual holding company structure. As part of this reorganization, Northeast Community Bank will form a mutual holding company to be known as Northeast Community Bancorp, MHC and will establish Northeast Community Bancorp, Inc. as a majority-owned subsidiary. We are reorganizing so that Northeast Community Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

To accomplish the reorganization, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by reading the enclosed material and then casting your vote in favor of the plan of reorganization and stock issuance and mailing your signed proxy card immediately in the enclosed              postage-paid envelope marked “PROXY RETURN.” If you have an IRA or other Qualified Retirement Plan account for which Northeast Community Bank acts as trustee and we do not receive a proxy from you, Northeast Community Bank, as trustee for such account, intends to vote in favor of the plan of reorganization and stock issuance on your behalf. If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of reorganization is approved, let me assure you that:

• deposit accounts will continue to be federally insured to the same extent permitted by law;

• existing deposit accounts and loans will not undergo any change; and

• voting for approval will not obligate you to buy any shares of common stock.

As a qualifying account holder, you may take advantage of your nontransferable rights to subscribe for shares of Northeast Community Bancorp, Inc. common stock on a priority basis, before the stock is offered to the general public. The enclosed prospectus describes the stock offering and the operations of Northeast Community Bank and Northeast Community Bancorp, Inc. If you wish to subscribe for common stock, please complete the stock order and certification form and mail it, along with full payment for the shares (or appropriate instructions authorizing withdrawal from a deposit account with Northeast Community Bank) to Northeast Community Bancorp, Inc. in the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” or return it to any full service branch office of Northeast Community Bank. Your order must be physically received (not postmarked) by Northeast Community Bank no later than xx:xx, Eastern time, on              day,              x, 2006. Please read the prospectus carefully before making an investment decision.

If you wish to use funds in your IRA or other qualified plan at Northeast Community Bank to subscribe for common stock, please be aware that federal law requires that such funds first be transferred to a self-directed retirement account with a trustee other than Northeast Community Bank. The transfer of such funds to a new trustee takes time, so please make arrangements as soon as possible.

If you have any questions after reading the enclosed material, please call our conversion center at xxx-xxx-xxxx, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time.

Sincerely,

Kenneth A. Martinek

Chairman of the Board, President

and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Northeast Community Bank]

Dear Depositor:

The Board of Directors of Northeast Community Bank, formally known as Fourth Federal Savings Bank, has voted unanimously in favor of a plan of reorganization and stock issuance whereby Northeast Community Bank will reorganize from a mutual savings bank into the mutual holding company structure. As part of this reorganization, Northeast Community Bank will form a mutual holding company to be known as Northeast Community Bancorp, MHC and will establish Northeast Community Bancorp, Inc. as a majority-owned subsidiary. We are reorganizing so that Northeast Community Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

To accomplish the reorganization, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by reading the enclosed material and then casting your vote in favor of the plan of reorganization and stock issuance and mailing your signed proxy card immediately in the enclosed              postage-paid envelope marked “PROXY RETURN.” If you have an IRA or other Qualified Retirement Plan account for which Northeast Community Bank acts as trustee and we do not receive a proxy from you, Northeast Community Bank, as trustee for such account, intends to vote in favor of the plan of reorganization and stock issuance on your behalf. If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of reorganization and stock issuance is approved let, me assure you that:

• deposit accounts will continue to be federally insured to the fullest extent permitted by law; and

• existing deposit accounts and loans will not undergo any change.

We regret that we are unable to offer you common stock in the subscription offering because the laws of your state or jurisdiction require us to register (1) the to-be-issued common stock of Northeast Community Bancorp, Inc. or (2) an agent of Northeast Community Bank to solicit the sale of such stock, and the number of eligible subscribers in your state or jurisdiction does not justify the expense of such registration.

If you have any questions after reading the enclosed material, please call our conversion center at xxx-xxx-xxxx, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time.

Sincerely,

Kenneth A. Martinek

Chairman of the Board, President

and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Northeast Community Bank]

Dear Friend of Northeast Community Bank:

The Board of Directors of Northeast Community Bank, formally known as Fourth Federal Savings Bank, has voted unanimously in favor of a plan of reorganization and stock issuance whereby Northeast Community Bank will reorganize from a mutual savings bank into the mutual holding company structure. As part of this reorganization, Northeast Community Bank will form a mutual holding company to be known as Northeast Community Bancorp, MHC and will establish Northeast Community Bancorp, Inc. as a majority-owned subsidiary. We are reorganizing so that Northeast Community Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

As a former account holder, you may take advantage of your nontransferable rights to subscribe for shares of Northeast Community Bancorp, Inc. common stock on a priority basis, before the stock is offered to the general public. The enclosed prospectus describes the stock offering and the operations of Northeast Community Bank and Northeast Community Bancorp, Inc. If you wish to subscribe for common stock, please complete the stock order and certification form and mail it, along with full payment for the shares (or appropriate instructions authorizing withdrawal from a deposit account with Northeast Community Bank) to Northeast Community Bancorp, Inc. in the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” or return it to any full service branch office of Northeast Community Bank. Your order must be physically received (not postmarked) by Northeast Community Bank no later than xx:xx, Eastern time, on              day,              x, 2006. Please read the prospectus carefully before making an investment decision.

If you have any questions after reading the enclosed material, please call our conversion center at xxx-xxx-xxxx, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time.

Sincerely,

Kenneth A. Martinek

Chairman of the Board, President

and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Northeast Community Bank]

Dear Potential Investor:

We are pleased to provide you with the enclosed material in connection with the stock offering by Northeast Community Bancorp, Inc. We are raising capital to support Northeast Community Bank’s future growth.

This information packet includes the following:

PROSPECTUS: This document provides detailed information about the operations of Northeast Community Bank and the proposed stock offering by Northeast Community Bancorp, Inc. Please read it carefully before making an investment decision.

STOCK ORDER & CERTIFICATION FORM: Use this form to subscribe for common stock and mail it, along with full payment for the shares (or appropriate instructions authorizing withdrawal from a deposit account with Northeast Community Bank), to Northeast Community Bancorp, Inc. in the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” or return it to any full service branch office of Northeast Community Bank. Your order must be physically received (not postmarked) by Northeast Community Bank no later than xx:xx, Eastern time, on              day,              x, 2006.

We are pleased to offer you this opportunity to become one of our shareholders. If you have any questions regarding the stock offering or the prospectus, please call our conversion center at xxx-xxx-xxxx, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time.

Sincerely,

Kenneth A. Martinek

Chairman of the Board, President

and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Sandler O’Neill & Partners, L.P.]

Dear Customer of Northeast Community Bank:

At the request of Northeast Community Bank, formally known as Fourth Federal Savings Bank, we have enclosed material regarding the offering of common stock of Northeast Community Bancorp, Inc. The material is offered in connection with the reorganization of Northeast Community Bank from a mutual savings bank into the mutual holding company structure. These materials include a prospectus and a stock order form, which offer you the opportunity to subscribe for shares of common stock of Northeast Community Bancorp, Inc.

Please read the prospectus carefully before making an investment decision. If you decide to subscribe for shares, you must return the properly completed and signed stock order form and signed certification form, along with full payment for the shares (or appropriate instructions authorizing withdrawal from a deposit account with Northeast Community Bank) to Northeast Community Bancorp, Inc. in the accompanying postage-paid envelope marked “STOCK ORDER RETURN,” or return it to any full service branch office of Northeast Community Bank. Your order must be physically received (not postmarked) by Northeast Community Bank no later than xx:xx, Eastern time, on              day,              x, 2006. If you have any questions after reading the enclosed material, please call the conversion center at xxx-xxx-xxxx, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time, and ask for a Sandler O’Neill representative.

We have been asked to forward these documents to you in view of certain requirements of the securities laws of your jurisdiction. We should not be understood as recommending or soliciting in any way any action by you with regard to the enclosed material.

Sandler O’Neill & Partners, L.P.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Enclosures

[COVER PAGE]

Questions & Answers About the Reorganization

Northeast Community Bancorp, Inc.

Proposed Holding Company for Northeast Community Bank

Questions & Answers

About the Reorganization

The Board of Directors of Northeast Community Bank, formally known as Fourth Federal Savings Bank, has voted unanimously in favor of a plan of reorganization and stock issuance whereby Northeast Community Bank will reorganize from a mutual savings bank into the mutual holding company structure. As part of this reorganization, Northeast Community Bank will form a mutual holding company to be known as Northeast Community Bancorp, MHC and will establish Northeast Community Bancorp, Inc. as a majority-owned subsidiary. Pursuant to the terms of the plan, Northeast Community Bancorp, Inc. will be offering its common stock for sale. We are reorganizing so that Northeast Community Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

It is necessary for the Bank to receive a majority of the outstanding votes in favor of the plan of reorganization, so your vote is very important. Please return your proxy in the enclosed              postage-paid envelope marked “PROXY RETURN.”

Your vote is very important. If you have more than one account, you may receive more than one proxy. Please vote today by returning all proxy cards received.

Your Board of Directors urges you to vote “FOR” the plan of reorganization and return your proxy today.

Effect on Deposits and Loans

Q. Will the reorganization affect any of my deposit accounts or loans?

A. No. The reorganization will have no effect on the balance or terms of any deposit account. Your deposits will continue to be federally insured to the fullest extent permissible. The terms, including interest rate, of your loans with us will also be unaffected by the reorganization.

About Voting

Q. Who is eligible to vote on the reorganization?

Depositors of Northeast Community Bank as of the close of business on             ,      2006 (the “Voting Record Date”) and borrowers as of             ,      200x who continue to be borrowers on             ,      2006.

Q. How do I vote?

A. You may vote by mailing your signed proxy card(s) in the              postage-paid envelope marked “PROXY RETURN.” Should you choose to attend the Special Meeting of Members to be held on             , 2006, and decide to change your vote, you may do so by revoking any previously executed proxy.

Q. Am I required to vote?

A. No. Members are not required to vote. However, because the reorganization will produce a fundamental change in the Bank’s corporate structure, the Board of Directors encourages all members to vote.

Q. Why did I receive several proxies?

A. If you have more than one account you may have received more than one proxy, depending upon the ownership structure of your accounts. Please vote, sign, date and return ALL proxy cards that you received.

Q. Does my vote for the reorganization mean that I must buy common stock of Northeast Community Bancorp, Inc.?

A. No. Voting for the plan of reorganization and stock issuance does not obligate you to buy shares of common stock of Northeast Community Bancorp, Inc.

Q. Are two signatures required on the proxy card for joint account?

A. Only one signature is required on a proxy card for a joint account.

Q. Who must sign proxies for trust or custodian accounts?

A. The trustee or custodian must sign proxies for such accounts, not the beneficiary.

Q. I am the executor (administrator) for a deceased depositor. Can I sign the proxy card?

A. Yes. Please indicate on the card the capacity in which you are signing.

About The Common Stock

Investment in common stock involves certain risks. For a discussion of these risks and other factors, investors are urged to read the accompanying prospectus.

Q. Who can purchase stock?

A. The common stock of Northeast Community Bancorp, Inc. will be offered in the subscription offering in the following order of priority:

1) Eligible Account Holders - depositors of Northeast Community Bank with accounts totaling $50 or more on January 31, 2005;

2) Northeast Community Bancorp, Inc.’s employee stock ownership plan;

3) Supplemental Eligible Account Holders - depositors of Northeast Community Bank with accounts totaling $50 or more on March 31, 2006; and

4) Other Members - depositors of Northeast Community Bank with accounts on             , 2006 and borrowers as of             , 200x who continue to be borrowers on             ,      2006.

Upon completion of the subscription offering, common stock that is not sold in the subscription offering, if any, will be offered first to certain members of the general public in a community offering and then, to the extent any shares remain, to the general public in a syndicated community offering and/or an underwritten public offering.

Q. Am I guaranteed to receive shares by placing an order?

A. No. It is possible that orders received during the offering period will exceed the number of shares being sold. Such an oversubscription would result in shares being allocated among subscribers starting with subscribers who are Eligible Account Holders. If the offering is oversubscribed in the subscription offering, no orders received in the community offering will be filled.

Q. Will any account I hold with the Bank be converted into stock?

A. No. All accounts remain as they were prior to the reorganization.

Q. How many shares of stock are being offered, and at what price?

A. Northeast Community Bancorp, Inc. is offering for sale a maximum of 5,175,000 shares of common stock at a subscription price of $10 per share. Under certain circumstances, Northeast Community Bancorp, Inc, may increase the maximum and sell up to 5,951,250 shares.

Q. How much stock can I purchase?

A. The minimum purchase is $250 (25 shares). As more fully discussed in the plan of reorganization and stock issuance described in the prospectus, the maximum purchase by any person in the subscription or community offering is $100,000 (10,000 shares); no person by himself or herself, with an associate or group of persons acting in concert, may purchase more than $300,000 (30,000 shares) of common stock offered in the offering.

Q. How do I order stock?

A. You may subscribe for shares of common stock by completing and returning the stock order and certification form, together with your payment, either in person to any full service branch office of Northeast Community Bank or by mail in the postage-paid envelope marked “STOCK ORDER RETURN.” Stock order forms may not be delivered to a walk- up or drive- through window located at any of the Bank’s branch offices.

Q. How can I pay for my shares of stock?

A. You can pay for the common stock by check, cash, money order or withdrawal from your deposit account at Northeast Community Bank. Withdrawals from a deposit account or a certificate of deposit at the Bank to buy common stock may be made without penalty. If you choose to pay by cash, you must deliver the stock order and certification form and payment in person to any full service branch office of Northeast Community Bank and it will be converted to a bank check or money order. Please do not send cash in the mail.

Q. When is the deadline to subscribe for stock?

A. An executed stock order form with the required full payment must be physically received (not postmarked) by Northeast Community Bank no later than xx:xx, Eastern time on              day,              x, 2006.

Q. Can I subscribe for shares using funds in my IRA at Northeast Community Bank?

A. Federal regulations do not permit the purchase of common stock with your existing IRA or other qualified plan at Northeast Community Bank. To use such funds to subscribe for common stock, you need to establish a “self directed” trust account with an unaffiliated trustee. Please call our conversion center if you require additional information. The transfer of such funds takes time, so please make arrangements as soon as possible.

Q. Can I subscribe for shares and add someone else who is not on my account to my stock registration?

A. No. Federal regulations prohibit the transfer of subscription rights. Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights.

Q. Can I subscribe for shares in my name alone if I have a joint account?

A. Yes.

Q. Will payments for common stock earn interest until the reorganization closes?

A. Yes. Any payment made in cash or by check or money order will earn interest at Northeast Community Bank’s passbook savings rate from the date of receipt to the completion or termination of the reorganization. Depositors who elect to pay for their common stock by a withdrawal authorization will receive interest at the contractual rate on the account until the completion or termination of the offering.

Q. Will dividends be paid on the stock?

A. Northeast Community Bancorp, Inc. has not yet determined whether a dividend will be paid on the common stock but will consider a policy of paying regular cash dividends after the reorganization.

Q. Will my stock be covered by deposit insurance?

A. No.

Q. Where will the stock be traded?

A. Upon completion of the reorganization our shares of common stock will trade on the Nasdaq National Market System under the symbol “NECB.”

Q. Can I change my mind after I place an order to subscribe for stock?

A. No. After receipt, your order may not be modified or withdrawn.

Additional Information

Q. What if I have additional questions or require more information?

A. Northeast Community Bancorp, Inc.’s proxy statement and prospectus accompany this brochure and describe the reorganization in detail. Please read the proxy statement and prospectus carefully before voting or subscribing for stock. If you have any questions after reading the enclosed material, you may call our conversion center at xxx-xxx-xxxx, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Additional material may only be obtained from the conversion center.

To ensure that each purchaser in the subscription and community offering receives a prospectus at least 48 hours before the applicable expiration date, in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, no prospectus will be mailed any later than five days prior to such date or hand delivered any later than two days prior to such date.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Northeast Community Bank]

Dear Depositor:

As a follow-up to our recent mailing, this is to remind you that your vote is very important.

The Board of Directors of Northeast Community Bank, formally known as Fourth Federal Savings Bank, has voted unanimously in favor of a plan of reorganization and stock issuance whereby Northeast Community Bank will reorganize from a mutual savings bank into the mutual holding company structure. As part of this reorganization, Northeast Community Bank will form a mutual holding company to be known as Northeast Community Bancorp, MHC and will establish Northeast Community Bancorp, Inc. as a majority-owned subsidiary. We are reorganizing so that Northeast Community Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

To accomplish the reorganization, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by casting your vote in favor of the plan of reorganization and stock issuance and mailing your signed proxy card immediately in the enclosed              postage-paid envelope marked “PROXY RETURN.” If you have an IRA or other Qualified Retirement Plan account for which Northeast Community Bank acts as trustee and we do not receive a proxy from you, Northeast Community Bank, as trustee for such account, intends to vote in favor of the plan of reorganization and stock issuance on your behalf. If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of reorganization is approved, let me assure you that:

• deposit accounts will continue to be federally insured to the same extent permitted by law;

• existing deposit accounts and loans will not undergo any change; and

• voting for approval will not obligate you to buy any shares of common stock.

If you have any questions after reading the enclosed material, please call our conversion center at xxx-xxx-xxxx, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time.

Sincerely,

Kenneth A. Martinek

Chairman of the Board, President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PROXY REQUEST

Logo

WE NEED YOUR VOTE

Dear Member of Northeast Community Bank:

Your vote on our plan of reorganization and stock issuance has not yet been received. Your vote is very important to us. Please vote and mail the enclosed proxy today. If you have more than one account, you may receive more than one proxy. Please complete and mail all proxies you receive.

Remember: Voting does not obligate you to buy stock. Your Board of Directors has approved the plan of reorganization and stock issuance and urges you to vote in favor of the reorganization. Your deposit accounts or loans with Northeast Community Bank will not be affected in any way. Deposit accounts will continue to be federally insured to the legal maximum.

A postage-paid envelope is enclosed with the proxy card. If you have any questions, please call our conversion center at (xxx) xxx-xxxx.

Sincerely,

Kenneth A. Martinek

Chairman of the Board, President
and Chief Executive Officer

If you have more than one account, you may receive more than one proxy.

Please vote today by returning all proxy forms received.

Northeast Community Bank

LOGO

Please Support Us

Vote Your Proxy Card Today

If you have more than one account, you may have received more than one proxy depending upon the ownership structure of your accounts. Please vote, sign and return all proxy cards that you received.

[Northeast Community Bancorp, Inc.]

                    , 2006

Dear                     :

The Board of Directors of Northeast Community Bank has voted unanimously in favor of a plan of reorganization and stock issuance whereby Northeast Community Bank will reorganize from a mutual savings bank into the mutual holding company structure. As part of this reorganization, Northeast Community Bank will form a mutual holding company to be known as Northeast Community Bancorp, MHC and will establish Northeast Community Bancorp, Inc. as a majority-owned subsidiary. We are reorganizing so that Northeast Community Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

To learn more about the stock offering you are cordially invited to join members of our senior management team at a community meeting to be held on              at             :00 _._.

A member of our staff will be calling to confirm your interest in attending the meeting.

If you would like additional information regarding the meeting or our reorganization, please call our conversion center at (            )             -            , Monday through Friday between the hours of 10:00 a.m. to 4:00 p.m., Eastern time.

Sincerely,

Kenneth A. Martinek

Chairman of the Board, President
and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

(Printed by Conversion Center)

[Northeast Community Bancorp, Inc.]

                    , 2006

Dear Subscriber:

We hereby acknowledge receipt of your order for shares of Northeast Community Bancorp, Inc. common stock.

At this time, we cannot confirm the number of shares of Northeast Community Bancorp, Inc. common stock that will be issued to you. Following completion of the stock offering, shares will be allocated in accordance with the plan of reorganization and stock issuance.

If you have any questions, please call our conversion center at (            )             -            .

Northeast Community Bancorp, Inc.

Conversion Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion center)

[Northeast Community Bancorp, Inc.]

                    , 2006

Dear Shareholder:

Our subscription offering has been completed and we are pleased to confirm your subscription for              shares at a price of $10.00 per share. If your subscription was paid for by check, interest and any refund due to you will be mailed promptly.

The closing of the transaction occurred on                          , 2006; this is your stock purchase date. Trading is expected to commence on the Nasdaq National Market under the symbol “NECB.”

Thank you for your interest in Northeast Community Bancorp, Inc. Your stock certificate will be mailed to you shortly.

Northeast Community Bancorp, Inc.

Conversion Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion Center)

[Northeast Community Bancorp, Inc.]

                    , 2006

Dear Interested Investor:

We recently completed our subscription offering. Unfortunately, due to the response from our Eligible Account Holders, stock was not available for our Supplemental Eligible Account Holders, Other Members or community friends. If your subscription was paid for by check, a refund of any balance due to you with interest will be mailed promptly.

We appreciate your interest in Northeast Community Bancorp, Inc. and hope you become an owner of our stock in the future. The stock is expected to trade on the Nasdaq National Market under the symbol “NECB.”

Northeast Community Bancorp, Inc.

Conversion Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion center)

[Northeast Community Bancorp, Inc.]

                    , 2006

Welcome Shareholder:

We are pleased to enclose your stock certificate representing your shares of common stock of Northeast Community Bancorp, Inc. Please examine your stock certificate to be certain that it is properly registered. If you have any questions about your certificate, you should contact the Transfer Agent immediately at the following address:

xxxxxxxxx

Investor Relations Department

xx xxxxxxxx xxxxx

xxxxxxxx, xxx xxxxxx xxxxx-xxxx

1 (800) xxx-xxxx

email: xxxx@xxxx.com

Please remember that your certificate is a negotiable security that should be stored in a secure place, such as a safe deposit box or on deposit with your stockbroker.

On behalf of the Board of Directors, officers and employees of Northeast Community Bancorp, Inc., I thank you for supporting our offering.

Sincerely,

Kenneth A. Martinek

Chairman of the Board, President
and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion center)

[Northeast Community Bancorp, Inc.]

                    , 2006

Dear Interested Subscriber:

We regret to inform you that Northeast Community Bank, Northeast Community Bancorp, MHC and Northeast Community Bancorp, Inc., the holding company for Northeast Community Bank, did not accept your order for shares of Northeast Community Bancorp, Inc. common stock in its community offering. This action is in accordance with our plan of reorganization and stock issuance, which gives Northeast Community Bank, Northeast Community Bancorp, MHC and Northeast Community Bancorp, Inc. the absolute right to reject the order of any person, in whole or in part, in the community offering.

If your subscription was paid for by check, enclosed is your original check.

Northeast Community Bancorp, Inc.

Conversion Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion center)

[Sandler O’Neill & Partners, L. P.]

                    , 2006

To Our Friends:

We are enclosing material in connection with the stock offering by Northeast Community Bancorp, Inc., the holding company for Northeast Community Bank. Northeast Community Bancorp, Inc. is raising capital to support Northeast Community Bank’s future growth.

Sandler O’Neill & Partners, L.P. is acting as financial advisor in connection with the subscription offering, which will conclude at xx:xx, Eastern time, on                          . 2006. In the event that all the stock is not sold in the subscription and community offering, Sandler O’Neill may form and manage a syndicated community offering to sell the remaining stock.

Members of the general public, other than residents of             , are eligible to participate. If you have any questions about this transaction, please do not hesitate to call.

Sandler O’Neill & Partners, L.P.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northeast Community Bank, Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

(Printed by Sandler O’Neill)

EX-99.3

Exhibit 99.3

Northeast Community Bancorp, Inc. logo] Subscription & Community Offering Stock Order Form
Northeast Community Bank Conversion Center 325 Hamilton Avenue White Plains, NY 10601 xxx-xxx-xxxx	Expiration Date for Stock Order Forms: ___day, ____ x. 2006 xx:xx, Eastern time (received not postmarked)
IMPORTANT: A properly completed original stock order form must be used to subscribe for common stock. Copies of this form are not required to be accepted. Please read the Stock Ownership Guide and Stock Order Form Instructions as you complete this form.

(1) Number of Shares	Subscription Price		(2) Total Payment Due	Minimum number of shares: 25 shares ($250.00) Maximum number of shares: 10,000 shares ($100,000.00) Maximum number of shares for associates or group: 30,000 shares ($300,000.00) See Instructions.
	X 10.00 =	$

(3) Employee/Officer/Director Information ¨ Check here if you are an employee, officer or trustee of Northeast Community Bank or member of such person’s immediate family living in the same household.
(4) Method of Payment by Check
Enclosed is a check, bank draft or money order payable to Northeast Community Bancorp, Inc. in the amount indicated in this box.	Total Check Amount	$	.
(5) Method of Payment by Withdrawal - The undersigned authorizes withdrawal from the following account(s) at Northeast Community Bank. There is no early withdrawal penalty for this form of payment. Individual Retirement Accounts and Keogh Accounts maintained at Northeast Community Bank cannot be used unless special transfer arrangements are made.

Bank Use	Account Number(s) To Withdraw	$ Withdrawal Amount
		$	.
		$	.

(6) Purchaser Information

Subscription Offering - Check here and list account(s) below if you are:

¨ a. An Eligible Account Holder with a deposit account(s) totaling $50.00 or more on January 31, 2005.

¨ b. A Supplemental Eligible Account Holder with a deposit account(s) totaling $50.00 or more on March 31, 2006 but are not an Eligible Account Holder.

¨ c. An Other Member with a deposit account(s) on                          , 2006 or a borrower with a loan outstanding as of                          , 200x that continued to be outstanding as of                          , 2006 but are not an Eligible Account Holder or Supplemental Eligible Account.

Community Offering - Check here if you:

¨ d. Are an other community member (Indicate county of residence in #9 below).

PLEASE NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY RESULT IN THE LOSS OF PART OR ALL OF YOUR SUBSCRIPTION RIGHTS. SEE REVERSE SIDE FOR ADDITIONAL SPACE.

Bank Use Account Number(s) Account Title (Name(s) on Account)

(7) Form of Stock Ownership & SS# or Tax ID#:
¨	Individual	¨	Joint Tenants	¨	Tenants in Common	¨	Fiduciary (i.e., trust, estate)	SS#/Tax ID#	è
¨	Uniform Transfers to Minors Act (Indicate SS# of Minor only)			¨	Company/Corporation/Partnership	¨	IRA or other qualified plan (Both Tax ID# & SS# for IRAs)	SS#/Tax ID#	è

(8) Stock Registration & Address:

Name and address to appear on stock certificate. Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights.

Name:
Name Continued:
Mail to- Street:
City:		State:	Zip Code:
(9) Telephone Daytime/Evening	(                     )             --	(                     )             --		County of Residence _________

(10) ¨ NASD Affiliation - Check here if you are a member of the National Association of Securities Dealers, Inc. (“NASD”), a person affiliated, or associated, with a NASD member, (continued on reverse side) (11) ¨ Associates/Acting in Concert – Check here and complete the reverse side of this form if you or any associates or persons acting in concert with you have submitted other orders for shares.

(12) Acknowledgement - To be effective, this stock order form must be properly completed and physically received (not postmarked) by Northeast Community Bank no later than xx:xx, Eastern time, on              day,              x, 2006, unless extended; otherwise this stock order form and all subscription rights will be void. The undersigned agrees that after receipt by Northeast Community Bank, this stock order form may not be modified, withdrawn or canceled without Northeast Community Bank’s consent and if authorization to withdraw from deposit accounts at Northeast Community Bank has been given as payment for shares, the amount authorized for withdrawal shall not otherwise be available for withdrawal by the undersigned. Under penalty of perjury, I hereby certify that the Social Security or Tax ID Number and the information provided on this stock order form are true, correct and complete and that I am not subject to back-up withholding. It is understood that this stock order form will be accepted in accordance with, and subject to, the terms and conditions of the plan of reorganization and stock issuance of Northeast Community Bancorp, Inc. described in the accompanying prospectus. The undersigned hereby acknowledges receipt of the prospectus at least 48 hours prior to execution and delivery of this stock order form to Northeast Community Bank.

Federal regulations prohibit any person from transferring, or entering into any agreement, directly or indirectly, to transfer the legal or beneficial ownership of subscription rights or the underlying securities to the account of another. Northeast Community Bank, Northeast Community Bancorp, MHC and Northeast Community Bancorp, Inc. will pursue any and all legal and equitable remedies in the event they become aware of the transfer of subscription rights and will not honor orders known by them to involve such transfer. Under penalty of perjury, I certify that I am purchasing shares solely for my account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares.				Bank Use
Signature è	Date	Signature è	Date

SIGNATURE REQUIRED ON REVERSE SIDE ALSO

Item (6) Purchaser Account Information continued:

Bank Use Account Number(s) Account Title (Name(s) on Account)

Item (10) NASD continued:

a member of the immediate family of any such person to whose support such person contributes, directly or indirectly, or the holder of an account in which a NASD member or person associated with a NASD member has a beneficial interest. You agree, if you have checked the NASD Affiliation box, to report this subscription in writing to the applicable NASD member within one day of payment therefor.

Item (11) Associates/Acting In Concert continued:

If you checked the box in item #11 on the reverse side of this form, list below all other orders submitted by you or associates (as defined below) or by persons acting in concert with you (also defined below).

Name(s) listed on other stock order forms Number of shares ordered

Associate - The term “associate” of a particular person means:

(1) any corporation or organization, other than Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc. or Northeast Community Bank or any of their majority-owned subsidiaries, of which a person is a senior officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization;

(2) any trust or other estate if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the estate. For purposes of OTS regulations, a person who has a substantial beneficial interest in a qualified or non-qualified employee benefit plan, or who is a trustee or fiduciary of the plan is not an associate of the plan, and a qualified employee benefit plan is not an associate of a person;

(3) a relative or spouse of a person, or any relative of a spouse, who either has the same home as a person or who is a director or officer of Northeast Community Bancorp, MHC, Northeast Community Bancorp, Inc. or Northeast Community Bank or any of their subsidiaries; and

(4) any person acting in concert with the persons or entities specified above.

Acting in concert – The term “acting in concert” means:

(1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding; or

(2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

In general, a person who acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party.

We may presume that certain persons are acting in concert based upon various facts, among other things, joint account relationships and the fact that persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies.

YOU MUST SIGN THE FOLLOWING CERTIFICATION IN ORDER TO PURCHASE STOCK

CERTIFICATION FORM

I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED BY NORTHEAST COMMUNITY BANCORP, MHC, NORTHEAST COMMUNITY BANCORP, INC., NORTHEAST COMMUNITY BANK, THE FEDERAL GOVERNMENT OR BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTOR’S PRINCIPAL IS SUBJECT TO LOSS.

If anyone asserts that this security is federally insured or guaranteed, or is as safe as an insured deposit, I should call the Office of Thrift Supervision, Robert Albanese, Regional Director of the Northeast Regional Office at (201) 413-1000.

I further certify that, before purchasing the common stock, par value $0.01 per share, of Northeast Community Bancorp, Inc. (the “Company”), the holding company for Northeast Community Bank, I received a prospectus of the Company dated             , 2006 relating to such offer of common stock.

The prospectus that I received contains disclosure concerning the nature of the common stock being offered by the Company and describes in the “Risk Factors” section beginning on page __, the risks involved in the investment in this common stock, including but not limited to the following:

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

(By Executing this Certification Form the Investor is Not Waiving Any Rights Under the Federal Securities Laws,

Including the Securities Act of 1933 and the Securities Exchange Act of 1934)

Signature è	Date	Signature è	Date
Print Name		Print Name

THIS CERTIFICATION MUST BE SIGNED IN ORDER TO PURCHASE STOCK

Northeast Community Bancorp, Inc. [logo]

Stock Ownership Guide

Individual

Include the first name, middle initial and last name of the shareholder. Avoid the use of two initials. Please omit words that do not affect ownership rights, such as “Mrs.”, “Mr.”, “Dr.”, “special account”, “single person”, etc.

Joint Tenants

Joint tenants with right of survivorship may be specified to identify two or more owners. When stock is held by joint tenants with right of survivorship, ownership is intended to pass automatically to the surviving joint tenant(s) upon the death of any joint tenant. All parties must agree to the transfer or sale of shares held by joint tenants.

Tenants in Common

Tenants in common may also be specified to identify two or more owners. When stock is held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All parties must agree to the transfer or sale of shares held by tenants in common.

Uniform Transfers to Minors Act (“UTMA”)

Stock may be held in the name of a custodian for a minor under the Uniform Transfers to Minors Act of each state. There may be only one custodian and one minor designated on a stock certificate. The standard abbreviation for Custodian is “CUST”, while the Uniform Transfers to Minors Act is “UTMA”. Standard U.S. Postal Service state abbreviations should be used to describe the appropriate state. For example, stock held by John Doe as custodian for Susan Doe under the New York Uniform Transfers to Minors Act will be abbreviated John Doe, CUST Susan Doe UTMA NY (use minor’s social security number).

Fiduciaries

Information provided with respect to stock to be held in a fiduciary capacity must contain the following:

• The name(s) of the fiduciary. If an individual, list the first name, middle initial and last name. If a corporation, list the full corporate title (name). If an individual and a corporation, list the corporation’s title before the individual.

• The fiduciary capacity, such as administrator, executor, personal representative, conservator, trustee, committee, etc.

• A description of the document governing the fiduciary relationship, such as a trust agreement or court order. Documentation establishing a fiduciary relationship may be required to register your stock in a fiduciary capacity.

• The date of the document governing the relationship, except that the date of a trust created by a will need not be included in the description.

• The name of the maker, donor or testator and the name of the beneficiary.

An example of fiduciary ownership of stock in the case of a trust is: John Doe, Trustee Under Agreement Dated 10-1-93 for Susan Doe.

Stock Order Form Instructions

Items 1 and 2 - Number of Shares and Total Payment Due

Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares by the subscription price of $10.00 per share. The minimum purchase in the subscription offering is $250 (25 shares) of common stock. As more fully described in the plan of reorganization and stock issuance outlined in the prospectus, the maximum purchase in any category of the subscription offering is $100,000 (10,000 shares) of common stock, and the maximum purchase in the community offering (if held) by any person, is $100,000 (10,000 shares) of common stock. However, no person, together with associates and persons acting in concert with such person, may purchase in the aggregate more than $300,000 (30,000 shares) of common stock.

Item 3 - Employee/Officer/Director Information

Check this box to indicate whether you are an employee, officer or trustee of Northeast Community Bank or a member of such person’s immediate family living in the same household.

Item 4 - Method of Payment by Check

If you pay for your stock by check, bank draft or money order, indicate the total amount in this box. Payment for shares may be made by check, bank draft or money order payable to Northeast Community Bancorp, Inc. Payment in cash may be made only if delivered in person. Your funds will earn interest at Northeast Community Bank’s passbook savings rate of interest until the stock offering is completed.

Item 5 - Method of Payment by Withdrawal

If you pay for your stock by a withdrawal from a deposit account at Northeast Community Bank, indicate the account number(s) and the amount of your withdrawal authorization for each account. The total amount withdrawn should equal the amount of your stock purchase. There will be no penalty assessed for early withdrawals from certificate accounts used for stock purchases. This form of payment may not be used if your account is an Individual Retirement Account.

Item 6 – Purchaser Information

Subscription Offering

a. Check this box if you had a deposit account(s) totaling $50.00 or more on January 31, 2005 (“Eligible Account Holder”).

b. Check this box if you had a deposit account(s) totaling $50.00 or more on March 31, 2006 but are not an Eligible Account Holder (“Supplemental Eligible Account Holder”).

c. Check this box if you had a deposit account(s) on                              , 2006 or a loan outstanding as of                              , 200x that continued to be outstanding as of                              , 2006 but are not an Eligible Account Holder or Supplemental Eligible Account Holder (“Other Depositor”).

Please list all account numbers and all names on accounts you had on these dates in order to insure proper identification of your purchase rights.

Note: Failure to list all your accounts may result in the loss of part or all of your subscription rights.

Community Offering

d. Check this box if you are a community member (Indicate county of residence in item 9).

Items 7 and 8 - Form of Stock Ownership, SS# or Tax ID#, Stock Registration and Mailing Address

Check the box that applies to your requested form of stock ownership and indicate your social security or tax ID number(s) in item 7. Complete the requested stock certificate registration, mailing address in item 8. The stock transfer industry has developed a uniform system of shareholder registrations that will be used in the issuance of your common stock. If you have any questions regarding the registration of your stock, please consult your legal advisor. Stock ownership must be registered in one of the ways described above under “Stock Ownership Guide”. Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights.

Item 9 – Telephone Number(s) and County

Indicate your daytime and evening telephone number(s) and county. We may need to call you if we have any questions regarding your order or we cannot execute your order as given.

Item 10 - NASD Affiliation

Check this box if you are a member of the NASD or if this item otherwise applies to you.

Item 11 – Associates/Acting in Concert

Check this box if you or any associate or person acting in concert with you (as defined on the reverse side of the stock order form) has submitted another order for shares and complete the reverse side of the stock form.

Item 12 – Acknowledgement

Sign and date the stock order form and certification form where indicated. Before you sign, review the stock order and certification form, including the acknowledgement. Normally, one signature is required. An additional signature is required only when payment is to be made by withdrawal from a deposit account that requires multiple signatures to withdraw funds.

Your stock order form, properly completed, signed certification form and payment in full (or withdrawal authorization) at the subscription price must be physically received (not postmarked) by Northeast Community Bancorp, Inc. no later than __:00 p.m., Eastern time, on              day,             , 2006 or it will become void.

Delivery Instructions: You may deliver your stock order form my mail using the enclosed stock order return envelope, or by overnight delivery to the conversion center address indicated on the front of the stock order form, or hand delivery to any full service branch office of the Bank.

If you have any remaining questions, or if you would like assistance in completing your stock order form, you may call our conversion center at (xxx) xxx-xxxx, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m. The conversion center will be closed for bank holidays.

Northeast Community Bank: Conversion Center

325 Hamilton Avenue, White Plains, NY 10601

Read This First

Office of Thrift Supervision Guidance for Accountholders

Your financial institution is in the process of selling stock to the public, in either a mutual-to-stock conversion or a stock issuance by a subsidiary of a mutual holding company. As an accountholder at this institution, you have certain priority subscription rights to purchase stock in the offering. These priority subscription rights are non-transferable. If you subscribe for stock, you will be asked to sign a statement that the purchase is for your own account, and that you have no agreement or understanding regarding the subsequent sale or transfer of any shares you receive.

On occasion, unscrupulous people attempt to persuade accountholders to transfer subscription rights, or to purchase shares in the offering based on the understanding that the shares will subsequently be transferred to others. Such arrangements violate federal regulations. If you participate in these schemes, you are breaking the law and may be subject to prosecution. If someone attempts to persuade you to participate in such a scheme, please contact the Office of Thrift Supervision (OTS) at (202) 906-6202. The OTS is very interested in ensuring that the prohibitions on transfer of subscription rights are not violated.

How will you know if you are being approached illegally? Typically, a fraudulent opportunist will approach you and offer to “loan” you money to purchase a significant amount of stock in the offering. In exchange for that “loan” you most likely will be asked either to transfer control of any stock purchased with that money to an account the other person controls, or sell the stock and give the majority of the profits to the other person. You may be told, untruthfully, that there is no risk to you, that the practice is common, and even if you are caught, that your legal expenses will be covered.

Below is a list of some key concepts that you should keep in mind when considering whether to participate in a mutual-to-stock conversion or stock issuance by a mutual holding company subsidiary. If you have questions, please contact the conversion center listed elsewhere in the literature you are receiving. Alternatively, you can contact us at: ombudsman@ots.treas.gov.

What Investors Need to Know

Key concepts for investors to bear in mind when considering whether to participate in a conversion offering, or a stock offering by a subsidiary of a mutual holding company, include the following:

• Know the Rules — By law, accountholders cannot sell or transfer their priority subscription rights, or the stock itself, prior to the completion of a financial institution’s conversion. Moreover, accountholders cannot enter into agreements or arrangements to sell or transfer either their subscription rights or the underlying conversion stock.

• “Neither a Borrower nor a Lender Be” — If someone offers to lend you money so that you can participate — or participate more fully — in a conversion, be extremely wary. Be even more wary if the source of the money is someone you do not know. The loan agreement may make you unable to certify truthfully that you are the true holder of the subscription rights and the true purchaser of the stock and that you have no agreements regarding the sale or transfer of the stock.

• Watch Out for Opportunists — The opportunist may tell you that he or she is a lawyer — or a consultant or a professional investor or some similarly impressive tale — who has experience with similar mutual conversion transactions. The opportunist may go to extreme lengths to assure you that the arrangement you are entering into is legitimate. They might tell you that they have done scores of these transactions and that this is simply how they work. Or they might downplay the warnings or restrictions in the prospectus or order form, telling you that “everyone” enters into such agreements or that the deal they are offering is legitimate. They may also tell you that you have no risk in the transaction. The cold, hard truth is that these are lies, and if you participate, you are breaking the law.

• Get the Facts from the Source — If you have any questions about the securities offering, ask the savings bank or savings association for more information. If you have any doubts about a transaction proposed to you by someone else, ask the financial institution whether the proposed arrangement is proper. You may be able to find helpful resources on the institution’s website or by visiting a branch office.

The bottom line for investors is always to remember that if an opportunity sounds too good to be true, it probably is too good to be true.

CORRESP

Correspondence Letter